Orrick Advises SunEdison and TerraForm on $2.4 Billion Acquisition of First Wind

11.24.14

New York - Orrick acted as M&A counsel for long-time client SunEdison, Inc. (“SunEdison”) and its yieldco, TerraForm Power, Inc. (“Terraform”), in the acquisition of First Wind Holdings, LLC (“First Wind”), a leading developer, owner and operator of U.S. wind and solar energy projects, for approximately $2.4 billion, with a $1.9 billion upfront payment and an up to $510 million earn-out.  The transaction marks SunEdison’s entry into the U.S. wind energy sector, building on its position as a leading global solar energy developer.

The transaction will result in TerraForm acquiring 521 MW of contracted wind and solar energy generation assets, including First Wind projects in Maine, New York, Massachusetts, Vermont, Utah and Hawaii, which will increase the capacity of TerraForm’s operating portfolio by over 50%.  SunEdison will acquire wind and solar energy development projects with a combined capacity of over 1.6 GW that are expected to be operational in 2015-2017, in addition to longer term development rights for projects with an expected combined capacity of approximately 6.4 GW.  The 2015-2017 development projects, which will be dropped down into TerraForm upon reaching commercial operation, will double TerraForm’s list of call right projects with SunEdison to 3.2 GW of solar and wind energy projects.

“We are very excited about how this acquisition will impact the renewable energy market,” said Orrick Corporate partner John Cook. “With more and more companies establishing yieldcos to hold their renewable energy assets, we believe this ground-breaking transaction and the extremely favorable market reaction to its announcement will spur even more acquisitions in the renewables market.”

“This transaction is a great example of collaboration, with Orrick lawyers from our leading wind energy practice and our stellar renewable energy M&A group working together with the SunEdison and TerraForm teams to achieve a great result for the clients,” said Orrick Energy & Infrastructure partner Chris Moore. “We look forward to continuing to represent SunEdison, TerraForm and our other clients in similar transactions in both domestic and international markets.”

The deal, which is expected to close in the first quarter of 2015, was led by partners John Cook, Chris Moore and Torsten Marshall, and the Orrick deal team included, among others, of counsel Aleksey Selipanov (Energy), associate Daniel Lopez (M&A), associate Wolfram Pohl (Tax), partner Adam Wenner and associate Cory Lankford (Energy Regulatory), of counsel Robert Lawrence (Environmental/Permitting), partner Nikiforos Mathews (Energy Derivatives), associate Jason Flaherty (Employee Benefits), and of counsels Chris Chavez and Stephan Wagner (Real Estate).