SunEdison Announces Proposed Offering Of $350M Of Convertible Senior Notes

SunEdison, Inc. (the "Company")

, announced today that it intends to offer, subject to market and other conditions, $350 million aggregate principal amount of convertible senior notes due 2022 (the "notes") in a private placement. The notes will be offered by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The Company also intends to grant to the initial purchasers a 30-day option to purchase an additional $52.5 million aggregate principal amount of notes on the same terms and conditions. The Company intends to use the net proceeds from this offering (i) to fund a portion of the consideration for the Company's acquisition of First Wind Holdings, LLC and (ii) approximately $119.1 million to repay all or a portion of indebtedness incurred to purchase 1.6 GW of production tax credit qualified turbines. The Company intends to use the remaining net proceeds to (i) fund working capital, accelerate growth of the business and for other general corporate purposes, and (ii) fund the cost of capped call transactions described below. The notes will be senior unsecured obligations of the Company. The notes will be convertible, subject to certain conditions, into cash or shares of common stock of the Company or a combination of cash and shares of common stock, at the Company's option. The notes will mature on April 15, 2022, unless earlier converted or purchased. The interest rate, conversion rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering. The Company expects to enter into capped call transactions with counterparties that may include the initial purchasers (and/or their affiliates) and/or one or more other financial institutions (the "option counterparties"). These capped call transactions are expected generally to reduce the potential dilution with respect to the Company's common stock upon conversion of the notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, upon any conversion of notes in the event that the market price of the Company's common stock is greater than the strike price of the capped call transactions, with such reduction of potential dilution or offset of cash payments subject to a cap based on the cap price of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, the Company may enter into additional capped call transactions. The Company has been advised that, in connection with establishing their initial hedge positions with respect to the capped call transactions, the option counterparties and/or their affiliates expect to enter into various derivative transactions with respect to the Company's common stock concurrently with, or shortly after, the pricing of the notes. These hedging activities could increase (or reduce the size of any decrease in) the market price of the Company's common stock or the notes. In addition, the option counterparties and/or their affiliates may modify their hedge positions by entering into or unwinding various over-the-counter derivatives with respect to the Company's common stock and/or purchasing or selling common stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during the conversion period related to any conversion of notes or following any repurchase of notes by the Company on any fundamental change purchase date or otherwise). The effect, if any, of these transactions and activities on the market price of the Company's common stock and the trading prices of the notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the market price of the Company's common stock and the trading prices of the notes and, as a result, the value received upon the conversion of the notes and, under certain circumstances, the ability to convert the notes into cash and shares of the Company's common stock, if any. The notes, and any shares of the Company's common stock issuable upon conversion of the notes, have not been and will not be registered under the Securities Act, or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, including the notes or any shares of the Company's common stock issuable upon conversion of the notes, nor shall there be any offer, solicitation or sale of any securities, including any notes or any shares of the Company's common stock issuable upon conversion of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.