UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Rule 14a-101)

Filed by the Registrant ☒ Filed by a Party other than the Registrant  o

Check the appropriate box:

TERRAFORM POWER, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TerraForm Power, Inc.
7550 Wisconsin Avenue, 9^th Floor
Bethesda, Maryland 20814

September 5, 2017

Dear Stockholder,

We cordially invite you to attend a special meeting of the holders of our Class A common stock, par value $0.01 per share, which we refer to as Class A common stock, and the holders of our Class B common stock, par value $0.01 per share, which we refer to as Class B common stock, of TerraForm Power, Inc., a Delaware corporation, which we refer to as the Company, we, us or our, to be held on Friday, October 6, 2017 at 4:30 P.M., Eastern Time, at 7550 Wisconsin Ave., 9^th Floor, Bethesda, Maryland 20814. A live webcast of the special meeting will also be provided at http://www.virtualshareholdermeeting.com/TERP17S.

On March 6, 2017, the Company entered into a merger and sponsorship transaction agreement, which we refer to as the transaction agreement, providing for the merger of BRE TERP Holdings Inc., a Delaware corporation which we refer to as Merger Sub, with and into the Company, with the Company as the surviving corporation in the merger. We refer to such transaction as the merger. Merger Sub is a wholly-owned subsidiary of Orion US Holdings 1 L.P., a Delaware limited partnership which we refer to as Brookfield Holdco. Merger Sub and Brookfield Holdco are both entities formed by affiliates of Brookfield Asset Management Inc., which we refer to as Brookfield. Immediately following the merger, Brookfield Holdco will hold a 51% interest in the Company, subject to a potential adjustment pursuant to the transaction agreement following resolution of certain litigation involving the Company, and Brookfield and certain of its affiliates will enter into certain sponsorship arrangements with the Company.

Brookfield’s sponsorship is expected to position the Company as a premier wind and solar energy company focused on North America and Western Europe. Brookfield has approximately $250 billion in assets under management, an established track record of sponsorship across its business groups and a history of delivering strong total shareholder returns for its other public vehicles. Brookfield has strong operational capabilities in renewable power, in which it owns, operates and has developed over 10,000 megawatts of assets, representing $30 billion in power assets across eight countries, with over 2,000 operating employees with expertise in asset-level operations and maintenance, power marketing, sales and development, health, safety, security and the environment, stakeholder relations and regulatory oversight. Brookfield possesses the unique ability to provide the strategic management, operating, investing, funding and related services required of a long-term sponsor, and also has substantial financial resources and relationships with global institutions that are expected to increase the Company’s financial flexibility, and provide improved access to capital. As the Company’s new sponsor, Brookfield expects to deleverage the Company with the goal of achieving investment grade credit ratings in the long term. With the support of Brookfield, the Company expects to be well positioned for growth with access to a significant pipeline of developed wind and solar assets in the sector.

At the special meeting you will be asked to consider and vote upon a proposal to adopt and approve the transaction agreement, a proposal to approve an amendment of the Company’s certificate of incorporation, which we refer to as the charter, a proposal to approve, by non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and the other transactions contemplated by the transaction agreement, which we refer to collectively as the transactions, and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

As contemplated by the transaction agreement and in satisfaction of its obligations under a settlement agreement, which we refer to as the settlement agreement, among SunEdison, Inc., which we refer to as SunEdison, the Company and certain of their respective affiliates, SunEdison will exchange, effective immediately prior to the effective time of the merger, all of the Class B units held by SunEdison or any of its controlled affiliates in TerraForm, Power LLC for an equal number of shares of Class A common stock, which we refer to as the SunEdison exchange, and, as a result of such exchange, all shares of Class B common stock held by SunEdison or any of its controlled affiliates in the Company will be automatically redeemed and retired. Immediately following such exchange, the Company will issue to SunEdison additional shares of Class A common stock, which we refer to as the SunEdison additional shares, such that, immediately prior to the effective time of the merger, SunEdison will hold an aggregate number of shares of Class A common stock equal to 36.9% of the issued and outstanding shares of Class A common stock, on a fully-diluted, as converted basis (including Company restricted stock awards and Company restricted stock units). Further, pursuant to the transaction agreement, each holder of Class A common stock (including SunEdison and Brookfield) and each holder of Company restricted stock awards and Company restricted stock units outstanding immediately prior to the effective time of the merger will receive a special cash dividend in the amount of $1.94 per share of Class A common stock or Company restricted stock award held or share of Class A common stock into which such restricted stock units

are exchangeable, which we refer to as the special dividend. In addition, upon the closing of the merger, depending on the form of consideration you elect for your shares of Class A common stock, you will be entitled to either (i) receive $9.52 in cash, which we refer to as the per share cash consideration, or (ii) retain one share of Class A common stock, par value $0.01 per share, of the surviving corporation in the merger, which shall be the Company, for each share of our Class A common stock owned by you immediately prior to the merger. The election is subject to proration based on the number of shares electing each type of consideration, as described more fully in the accompanying proxy statement, meaning that stockholders that elect to receive the per share cash consideration in respect of all their shares may still retain a portion of their shares in the Company post-closing, and, conversely, stockholders that elect to retain all their shares may still receive the per share cash consideration in respect of a portion of their shares.

The board of directors of the Company, which we refer to as the board of directors or the board, has determined that the transaction agreement and the transactions (including the merger) are fair to, and in the best interests of, the Company and its stockholders, has adopted, approved and declared advisable the transaction agreement and the transactions (including the merger), and has submitted the transaction agreement to the stockholders for their consideration and recommended that the stockholders adopt and approve the transaction agreement and that the stockholders approve the charter amendment to reflect certain governance rights of Brookfield Holdco following the consummation of the merger and the other transactions, as described below and in the accompanying proxy statement. The board of directors made its determination upon the recommendation of its corporate governance and conflicts committee and after consultation with its legal and financial advisors and consideration of a number of factors.

Adoption and approval of the transaction agreement requires both (i) the affirmative vote of holders of a majority of the outstanding shares of Class A common stock entitled to vote thereon, excluding Brookfield Holdco, SunEdison and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Securities Exchange Act of 1934, as amended), and (ii) the affirmative vote of holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. Approval of the charter amendment requires the affirmative vote of holders of 66 2/3% of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. Approval, by non-binding advisory vote, of certain compensation arrangements for the Company’s named executive officers in connection with the merger and the other transactions requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. Approval of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon.

Pursuant to the charter, each share of Class A common stock is entitled to one (1) vote and each share of Class B common stock is entitled to ten (10) votes. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of each of the proposals to be voted upon at the special meeting is necessary to secure stockholder adoption and approval of such proposal. SunEdison, certain affiliates of SunEdison, Brookfield Holdco, Merger Sub and the Company have entered into a voting and support agreement pursuant to which SunEdison and certain of its controlled affiliates have agreed to vote or cause to be voted all equity securities of the Company which any of them beneficially owns, from time to time, in favor of the adoption and approval of the transaction agreement, the approval of the charter amendment and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of each of the foregoing matters, the adoption and approval of the transaction agreement by the holders of a majority of the combined total voting power of our Class A common stock and Class B common stock, as well as the approval of the charter amendment and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, are assured. However, the adoption and approval of the transaction agreement by the holders of a majority of the outstanding shares of Class A common stock entitled to vote thereon, excluding SunEdison, Brookfield Holdco and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Securities Exchange Act of 1934, as amended), as well as the approval by non-binding, advisory vote of certain compensation arrangements for the Company’s named executive officers in connection with the merger and the transactions, are not assured.

Your vote is very important. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to return your proxy or vote at the special meeting in person will have the same effect as a vote “AGAINST” the proposal to adopt and approve the transaction agreement and “AGAINST” the proposal to approve the charter amendment.

If your shares of our Class A common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our Class A common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our Class A common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of Class A common stock “FOR” the proposal to adopt and approve the transaction agreement and “FOR” the proposal to approve the charter amendment will have the same effect as voting “AGAINST” the proposal to adopt the transaction agreement and “AGAINST” the proposal to approve the charter amendment.

The accompanying proxy statement provides you with detailed information about the special meeting, the transaction agreement, the voting and support agreement, the merger and the charter amendment. A copy of the transaction agreement is attached as Annex A to the proxy statement, a copy of the voting and support agreement is attached as Annex B-2 to the proxy statement, a copy of the settlement agreement is attached as Annex B-1 to the proxy statement and a copy of the proposed amended and restated charter is attached as Annex C-3 to the proxy statement, and each is incorporated by reference therein. We encourage you to read the entire proxy statement and its annexes, including the transaction agreement, the voting and support agreement, the settlement agreement and the amended and restated charter, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

If you have any questions or need assistance voting your shares of our Class A common stock or Class B common stock, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling toll-free at 1-800-322-2885 or collect at 212-929-5500.

The board of directors has approved and declared advisable the transaction agreement and recommends that you vote “FOR” the adoption and approval of the transaction agreement, “FOR” the approval of the charter amendment, “FOR” the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

Thank you in advance for your cooperation and continued support.

	Sincerely,
	Peter Blackmore
	Chairman and Interim Chief Executive Officer

The proxy statement is dated September 5, 2017, and is first being mailed to our stockholders on or about September 7, 2017.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER AND THE CHARTER AMENDMENT, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TerraForm Power, Inc.
7550 Wisconsin Avenue, 9^th Floor
Bethesda, Maryland 20814

NOTICE OF SPECIAL MEETING OF CLASS A AND CLASS B STOCKHOLDERS
To Be Held on October 6, 2017

To the Stockholders of TerraForm Power, Inc.:

Notice is hereby given that a special meeting of the holders of our Class A common stock, par value $0.01 per share, which we refer to as Class A common stock, and the holders of our Class B common stock, par value $0.01 per share, which we refer to as Class B common stock, of TerraForm Power, Inc., a Delaware corporation, which we refer to as the Company, will be held at 4:30 P.M., Eastern Time, on Friday, October 6, 2017, at 7550 Wisconsin Ave., 9^th Floor, Bethesda, Maryland 20814, for the following purposes:

A live webcast of the special meeting will also be provided at http://www.virtualshareholdermeeting.com/TERP17S. The transaction agreement, the voting and support agreement executed concurrently with the transaction agreement, the merger, the charter amendment and the settlement agreement with SunEdison, along with the other transactions that would be effected pursuant to or contemplated by the transaction agreement, are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

Adoption and approval of the transaction agreement requires both (i) the affirmative vote of holders of a majority of the outstanding shares of Class A common stock entitled to vote thereon, excluding Brookfield Holdco, SunEdison, Inc. and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act), and (ii) the affirmative vote of holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. Approval of the charter amendment requires the affirmative vote of holders of 66 2/3% of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. Approval, by non-binding advisory vote, of certain compensation arrangements for the Company’s named executive officers in connection with the merger and the other transactions contemplated by the transaction agreement requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. Approval of any proposal to adjourn the

special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon.

Pursuant to the charter, each share of Class A common stock is entitled to one (1) vote and each share of Class B common stock is entitled to ten (10) votes. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of each of the proposals to be voted upon at the special meeting is necessary to secure stockholder adoption and approval of such proposal. SunEdison, certain affiliates of SunEdison, Brookfield Holdco, Merger Sub and the Company have entered into a voting and support agreement, which we refer to as the voting and support agreement, pursuant to which SunEdison and certain of its controlled affiliates have agreed to vote or cause to be voted all equity securities of the Company which any of them beneficially owns, from time to time, in favor of the adoption and approval of the transaction agreement, the approval of the charter amendment and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of each of the foregoing matters, the adoption and approval of the transaction agreement by the holders of a majority of the combined total voting power of our Class A common stock and Class B common stock, as well as the approval of the charter amendment and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, are assured. However, the adoption and approval of the transaction agreement by the holders of a majority of the outstanding shares of Class A common stock entitled to vote thereon, excluding SunEdison, Brookfield Holdco and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Exchange Act), as well as the approval by non-binding, advisory vote of certain compensation arrangements for the Company’s named executive officers in connection with the merger and the transactions, are not assured.

The Company’s board of directors, which we refer to as the board of directors or the board, has determined that the transaction agreement and the transactions, including the merger, are fair to, and in the best interests of, the Company and its stockholders and has adopted, approved and declared advisable the transaction agreement and the transactions, including the merger. The board of directors made its determination upon the recommendation of its corporate governance and conflicts committee and after consultation with its legal and financial advisors and consideration of a number of factors. The board of directors recommends that you vote “FOR” the proposal to adopt and approve the transaction agreement, “FOR” the proposal to approve the charter amendment, “FOR” the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

Your vote is very important, regardless of the number of shares of common stock of the Company you own. We urge you to have your voice heard in this important matter related to your investment. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Class A common stock or Class B common stock of the Company will be represented at the special meeting if you are unable to attend. The failure to return your proxy or vote at the special meeting in person will have the same effect as a vote “AGAINST” the proposal to adopt and approve the transaction agreement and “AGAINST” the proposal to approve the charter amendment. If you are a stockholder of record, voting in person at the special meeting will revoke any proxy previously submitted.

If your shares of our Class A common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our Class A common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to

vote your shares of our Class A common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of Class A common stock “FOR” the proposal to adopt and approve the transaction agreement and “FOR” the proposal to approve the charter amendment will have the same effect as voting “AGAINST” the proposal to adopt the transaction agreement and “AGAINST” the proposal to approve the charter amendment.

The board of directors has fixed the close of business on September 1, 2017 as the record date for determination of stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at (in person or represented by proxy), the special meeting and at any adjournment or postponement thereof. You will be entitled to one (1) vote for each share of our Class A common stock that you owned at the close of business on the record date and ten (10) votes for each share of our Class B common stock that you owned at the close of business on the record date. A complete list of our stockholders as of the record date (and therefore entitled to vote at the special meeting) will be available for inspection at our principal executive offices beginning two (2) business days after notice is given until the date of the special meeting and continuing through the special meeting for any purpose germane to the special meeting. The list will also be available at the special meeting for inspection by any stockholder present at the special meeting.

Only stockholders of record, their duly authorized proxy holders, beneficial stockholders with proof of ownership and our guests may attend the special meeting. If you are a stockholder of record, please bring valid photo identification to the special meeting. If your shares of our Class A common stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting valid photo identification and proof of your beneficial ownership of our Class A common stock. Acceptable proof could include an account statement showing that you owned shares of our Class A common stock on the record date, September 1, 2017. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED. SIMILARLY, IF YOU HOLD YOUR SHARES OF OUR CLASS A COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR OTHER NOMINEE, YOU SHOULD FOLLOW THE PROCEDURES PROVIDED BY YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE IN ORDER TO VOTE.

	By Order of the Board of Directors,
	Sebastian Deschler
	Senior Vice President, General Counsel and Secretary

Bethesda, Maryland
Dated: September 5, 2017

TABLE OF CONTENTS

This proxy statement and a proxy card are first being mailed on or about September 7, 2017 to stockholders who owned shares of the Company’s Class A common stock as of the close of business on September 1, 2017 and to SunEdison as an indirect holder of all of the Company’s shares of Class B common stock as of the close of business on September 1, 2017.

SUMMARY

The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Additional Information and Where You Can Find It” beginning on page 207.

Parties to the Transactions (Page 39)

TerraForm Power, Inc., which we refer to as the Company, we, us or our, is a renewable energy company that is changing how energy is generated, distributed and owned. The Company creates value for its investors by owning and operating clean energy power plants. For more information about the Company, please visit: www.terraformpower.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the Securities and Exchange Commission, which we refer to as the SEC. See also “Additional Information and Where You Can Find It” beginning on page 207. The Company’s Class A common stock is listed on the Nasdaq under the symbol “TERP.”

Brookfield Asset Management Inc., which we refer to as Brookfield, is a leading global alternative asset manager with approximately $250 billion in assets under management. Brookfield has a more than 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. Brookfield has strong operational capabilities in renewable power, in which it owns and operates over 10,000 megawatts of assets, representing $30 billion in power assets across eight countries, with over 2,000 operating employees with expertise in asset-level operations and maintenance, power marketing and sales and development, health, safety, security and the environment, stakeholder relations and regulatory oversight. Brookfield is co-listed on the New York, Toronto and Euronext stock exchanges under the symbol BAM, BAM.A and BAMA, respectively.

Orion US Holdings 1 L.P., which we refer to as Brookfield Holdco, is a Delaware limited partnership that is an affiliate of Brookfield. Upon completion of the merger (as defined below), and subject to the Brookfield Holdco equity adjustment (as defined on page 129), Brookfield Holdco will hold 51% of the Class A common stock of the Company.

BRE TERP Holdings Inc., which we refer to as Merger Sub, is a Delaware corporation. Merger Sub is a wholly-owned subsidiary of Brookfield Holdco and was formed solely for the purpose of engaging in the merger and the other transactions contemplated by the transaction agreement. Merger Sub has not engaged in any business other than in connection with the merger and other transactions contemplated by the transaction agreement, which we refer to collectively as the transactions. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

The Special Meeting (Page 40)

Date, Time and Place of the Special Meeting (Page 40)

The special meeting will be held on Friday, October 6, 2017, at 4:30 P.M., Eastern Time, at 7550 Wisconsin Ave., 9^th Floor, Bethesda, Maryland 20814. A live webcast of the special meeting will also be provided at http://www.virtualshareholdermeeting.com/TERP17S.

Purpose of the Special Meeting (Page 40)

At the special meeting, holders of our Class A common stock, par value $0.01 per share, which we refer to as Class A common stock, and holders of our Class B common stock, par value $0.01 per share, which we refer to as Class B common stock, will be asked to consider and vote on the proposal to adopt and approve the

transaction agreement, to consider and vote on the proposal to approve the amendment of the Company’s certificate of incorporation, which we refer to as the charter and which amendment thereof we refer to as the charter amendment, and to consider and vote on the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger. If there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement, the special meeting may be adjourned for the purpose of soliciting additional proxies if holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon vote in favor of such proposal to adjourn for such purpose. Pursuant to the charter, each share of Class A common stock is entitled to one (1) vote and each share of Class B common stock is entitled to ten (10) votes.

Record Date and Quorum (Page 40)

You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of our Class A common stock or Class B common stock, which we refer to collectively as our common stock or our shares, at the close of business on September 1, 2017, which the board of directors has set as the record date for the special meeting and which we refer to as the record date. You will be entitled to one (1) vote for each share of our Class A common stock that you owned at the close of business on the record date and to ten (10) votes for each share of our Class B common stock that you owned at the close of business on the record date. As of the close of business on the record date, there were 92,362,595 shares of our Class A common stock outstanding and entitled to vote at the special meeting, held by 12 holders of record, as well as 48,202,310 shares of our Class B common stock outstanding and entitled to vote at the special meeting, held by SunEdison Holdings Corporation and SUNE ML1, LLC, each a wholly-owned subsidiary of SunEdison, Inc., which we refer to as SunEdison.

For purposes of the proposal to adopt and approve the transaction agreement, the proposal to approve the charter amendment, the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment, the holders of a majority of the total voting power of our Class A common stock and Class B common stock, collectively, outstanding at the close of business on the record date, entitled to vote and present in person or represented by proxy at the special meeting, constitute a quorum. Abstentions are counted as present for the purpose of determining whether a quorum is present. Shares of our Class A common stock held in “street name” through a bank, brokerage firm or other nominee are not counted as present for the purpose of determining whether a quorum is present unless instructions have been provided by the beneficial owner to the applicable bank, brokerage firm or other nominee with respect to at least one proposal to be voted upon at the special meeting.

Vote Required (Page 41)

Adoption and approval of the transaction agreement, as described in detail in the section titled “The Transaction Agreement” beginning on page 41, requires both (i) the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of our Class A common stock entitled to vote thereon, excluding Brookfield Holdco, SunEdison and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act), and (ii) the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. We refer to these required votes collectively as the requisite Company vote. Approval of the charter amendment, as described in detail in the section titled “Charter Amendment” beginning on page 187, requires the affirmative vote of holders of 66 2/3% of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. We refer to this required vote as the charter amendment vote. Pursuant to the charter, each share of Class A common stock is entitled to one (1) vote and each share of Class B common stock is entitled to ten (10) votes. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of adoption and approval of the transaction agreement and its vote in favor of approval of the charter amendment would be necessary to secure, respectively,

stockholder adoption and approval of the transaction agreement and stockholder approval of the charter amendment. Pursuant to the voting and support agreement, SunEdison and certain of its controlled affiliates have agreed to vote or cause to be voted all equity securities of the Company which any of them beneficially owns, from time to time, in favor of the adoption and approval of the transaction agreement and the approval of the charter amendment. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of the adoption and approval of the transaction agreement and the approval of the charter amendment, the adoption and approval of the transaction agreement by the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon and the approval of the charter amendment are assured. However, the adoption and approval of the transaction agreement by the holders of a majority of the outstanding shares of Class A common stock entitled to vote thereon, excluding SunEdison, Brookfield Holdco and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Exchange Act), are not assured. Abstentions, broker non-votes and shares not in attendance at the special meeting will have the same effect as a vote “AGAINST” the proposal to adopt and approve the transaction agreement and “AGAINST” the proposal to approve the charter amendment.

Approval, by non-binding, advisory vote, of certain compensation arrangements for the Company’s named executive officers in connection with the merger and the other transactions contemplated by the transaction agreement, as described in the section titled “Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” beginning on page 196, requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of approval of the merger-related compensation would be necessary to secure stockholder approval thereof. Shares not in attendance at the special meeting and broker non-votes will not be counted in respect of any vote to approve the merger-related compensation. Abstentions will have the same effect as a vote “AGAINST” the proposal to approve the merger-related compensation.

Approval of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of approval to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies would be necessary to secure stockholder approval of any such adjournment for such purpose. Pursuant to the voting and support agreement SunEdison and certain of its controlled affiliates have agreed to vote or cause to be voted all equity securities of the Company which any of them beneficially owns, from time to time, in favor of, among other things, any such proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of the approval of any such proposal to adjourn for such purpose, such approval is assured. Shares not in attendance at the special meeting and broker non-votes will not be counted in respect of any vote to adjourn the special meeting for such purpose. Abstentions will have the same effect as a vote “AGAINST” such adjournment for such purpose.

Proxies and Revocation (Page 43)

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the special meeting. If your shares of our Class A common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of our common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do

not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of our common stock will not be voted on the proposal to adopt and approve the transaction agreement or the proposal to approve the charter amendment, which will have the same effect as a vote “AGAINST” both such proposals, and your shares of our common stock will not be counted in respect of the proposal to approve the merger-related compensation or any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be filed with the Secretary by the time the special meeting begins, or by attending the special meeting and voting in person. Written notice of revocation should be mailed to: 7550 Wisconsin Avenue, 9^th Floor, Bethesda, Maryland 20814, Attention: Secretary.

The Merger (Page 46)

The transaction agreement provides that Merger Sub will merge with and into the Company. We refer to this transaction as the merger. The Company will be the surviving corporation in the merger and will continue to do business following the consummation of the merger. The Company will continue to be a publicly traded company following the consummation of the merger.

Merger Consideration (Page 46)

If the transactions are completed, each holder of Class A common stock, each holder of restricted stock awards, which we refer to as Company restricted stock awards, under the Company’s 2014 Second Amended and Restated Long-Term Incentive Plan, which we refer to as the Company stock plan, and each holder of Company restricted stock units, which we refer to as Company RSUs, under the Company stock plan outstanding immediately prior to the effective time of the merger will receive a special cash dividend in the amount of $1.94 per share of Class A common stock, Company restricted stock award held or share of Class A common stock into which such Company RSUs are exchangeable, which we refer to as the special dividend. In addition, upon completion of the transactions, holders of shares of our Class A common stock issued and outstanding immediately prior to the effective time of the merger (other than (A) shares of Class A common stock owned by Brookfield Holdco, Merger Sub or any other direct or indirect wholly-owned subsidiary of Brookfield Holdco, shares of Class A common stock owned by the Company, Company restricted stock awards and hook shares (as defined on page 112), and in each case not held on behalf of third parties, and (B) shares of Class A common stock that are owned by stockholders who have properly demanded appraisal rights pursuant to Section 262 of the Delaware General Corporation Law (and who do not fail to perfect or otherwise effectively withdraw their demand or waive or lose their right to appraisal), which we refer to, collectively, as excluded shares) will be entitled, depending on each holder’s election, to either (i) receive $9.52 in cash, which we refer to as the per share cash consideration, or (ii) retain one share of Class A common stock of the surviving corporation in the merger, which shall be the Company, which retained share we refer to as the per share stock consideration, and together with the per share cash consideration, as the per share merger consideration, for each share of Class A common stock owned by such holder prior to the merger. Additionally, each Company restricted stock award outstanding immediately prior to the effective time of the merger will be converted into the right to receive the per share merger consideration, and each Company RSU outstanding immediately prior to the effective time of the merger will be converted into the right to receive the per share merger consideration in respect of each share of Class A common stock into which such Company RSU is exchangeable.

The election is subject to proration based on the total number of shares electing each type of consideration to ensure that, immediately following the merger and subject to the Brookfield Holdco equity adjustment (as defined on page 129), stockholders other than Brookfield Holdco or any direct or indirect subsidiary of Brookfield Holdco will retain an aggregate number of shares of Class A common stock equal to 49% of the total shares of Class A common stock outstanding immediately prior to the effective time of the merger (which total number of shares outstanding is calculated as the sum of the number of shares of Class A common stock then issued and outstanding (which, for the avoidance of doubt, will include the SunEdison additional shares (as defined below)), the number of Company restricted stock awards then outstanding and the aggregate number of shares of Class A common stock subject to Company RSUs then outstanding, which total number of shares we refer to as fully-diluted, as converted), meaning that stockholders that elect to receive the per share cash

consideration in respect of all their shares may still retain a portion of their shares in the Company post-closing, and conversely, stockholders that elect to retain all their shares may still receive the per share cash consideration in respect of a portion of their shares. If a holder does not make an election, such holder will be deemed to have made an election for the per share stock consideration if the total number of shares for which holders have elected to receive the per share cash consideration exceeds the maximum set forth in the transaction agreement or an election for the per share cash consideration if the total number of shares for which holders have elected to receive the per share stock consideration exceeds the maximum set forth in the transaction agreement.

Reasons for the Transactions; Recommendation of the Company’s Board of Directors (Page 72)

After careful consideration of various factors described in the section titled “The Merger—Reasons for the Transactions; Recommendation of the Company’s Board of Directors” beginning on page 72, the Company’s board of directors, which we refer to as the board of directors or the board, acting upon the recommendation of the board’s corporate governance and conflicts committee, which we refer to as the conflicts committee, determined that the transaction agreement and the transactions (including the merger, the charter amendment, the special dividend, the SunEdison exchange (as defined below), the issuance of the SunEdison additional shares (as defined below) and the sponsorship arrangements (as defined below)), are fair to, and in the best interests of, the Company and its stockholders and approved and declared advisable the transaction agreement and the transactions, and resolved that the transaction agreement and charter amendment be submitted for consideration by the stockholders of the Company at a special meeting of stockholders, and recommended that the stockholders of the Company vote to adopt and approve the transaction agreement and to approve the charter amendment.

In considering the recommendation of the board of directors with respect to the proposal to adopt and approve the transaction agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The conflicts committee and the board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the transaction agreement and the transactions (including the merger and the charter amendment), and in recommending that the transaction agreement be adopted by the stockholders of the Company. See “The Merger—Interests of Certain Persons in the Merger” beginning on page 101.

The board of directors recommends that you vote “FOR” the proposal to adopt and approve the transaction agreement, “FOR” the proposal to approve the charter amendment, “FOR” the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

Opinion of Centerview (Page 75)

The Company retained Centerview Partners LLC, which we refer to as Centerview, as financial advisor to the board of directors of the Company and the conflicts committee in connection with the transactions. In connection with this engagement, the board of directors of the Company and the conflicts committee requested that Centerview evaluate the fairness, from a financial point of view, to the holders of shares of Class A common stock (other than excluded shares, which for purposes of this section and the summary of Centerview’s opinion below under the caption “Opinion of Centerview Partners LLC,” also include any other shares of Class A common stock held by any affiliate of the Company (including, without limitation, SunEdison) or Brookfield) of the aggregate special dividend, per share cash consideration and per share stock consideration to be paid to the holders of the shares of Class A common stock (other than excluded shares) in the merger, taken together (and not separately), which we refer to as the aggregate consideration throughout this section and the summary of Centerview’s opinion below under the caption “Opinion of Centerview Partners LLC,” pursuant to the transaction agreement. On March 6, 2017, Centerview rendered to the board of directors of the Company its oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 6, 2017 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion as set forth in such opinion, the aggregate consideration proposed to be paid to the holders of shares of Class A common stock (other than excluded shares) pursuant to the transaction agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated March 6, 2017, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion as set forth in such opinion, is attached as Annex D and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the board of directors of the Company and the conflicts committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transactions and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Class A common stock (other than excluded shares) of the aggregate consideration to be paid to such holders pursuant to the transaction agreement. Centerview’s opinion did not address any other term or aspect of the transaction agreement or the transactions and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the transactions or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion as set forth in such opinion.

Opinion of Morgan Stanley (Page 83)

Morgan Stanley & Co. LLC, which we refer to as Morgan Stanley, was retained by the Company to act as its financial advisor in connection with the proposed merger. The Company selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, reputation and knowledge of the industry, business and affairs of the Company. On March 6, 2017, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the conflicts committee and the board of directors that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the per share merger consideration together with the special dividend to be received by the holders of shares of Class A common stock pursuant to the transaction agreement was fair from a financial point of view to the holders of shares of Class A common stock (other than the holders of Excluded Shares, SunEdison and its affiliates). For the purposes of this section and the section on the “The Merger—Opinions of the Company’s Financial Advisors—Opinion of Morgan Stanley” beginning on page 83, “Excluded Shares” means (i) shares of Class A common stock held by Brookfield Holdco, Merger Sub or any other direct or indirect wholly-owned subsidiary of Brookfield Holdco, (ii) shares of Class A common stock held by the Company, (iii) Company restricted stock awards (which are treated in accordance with the terms of the transaction agreement), (iv) shares of Class A common stock held immediately prior to the effective time of the merger by any direct or indirect wholly-owned subsidiary of the Company that is taxable as a corporation and (v) shares of Class A common stock as to which dissenters’ rights have been perfected and not withdrawn.

The full text of Morgan Stanley’s written opinion to the conflicts committee and the board of directors of the Company, dated March 6, 2017, is attached to this proxy statement as Annex E. Our stockholders should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. The summary of Morgan Stanley’s written opinion set forth in the section titled “The Merger—Opinions of the Company’s Financial Advisors—Opinion of Morgan Stanley” beginning on page 83 is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was addressed to, and rendered for the benefit of, the conflicts committee and the board of directors, in their capacity as such, and addressed only the fairness, from a financial point of view, of the per share merger consideration together with the special dividend to be received by the holders of shares of Class A common stock pursuant to the transaction agreement (other than the holders of Excluded Shares, SunEdison and its affiliates) as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley was not requested to opine as to, and its opinion does not in any manner address, the relative merits of the transactions contemplated by the transaction agreement as compared to other business or financial strategies that might be, or, at the time the opinion was rendered, might have been, available to the Company, nor does it address the underlying business decision of the Company to enter into the transaction agreement or the transaction documents (as defined below) or proceed with any other transaction contemplated by the transaction agreement or the

other transaction documents. Morgan Stanley’s opinion was not intended to, and does not, express an opinion or a recommendation as to how the stockholders of the Company should vote at the special meeting or any adjournment thereof or as to any other action that a stockholder should take in relation to the merger. In addition, Morgan Stanley expressed no opinion as to the terms of the Brookfield Holdco equity adjustment (as defined on page 129) or as to whether any issuance of shares with respect to the Brookfield Holdco equity adjustment will actually take place. In addition, Morgan Stanley expressed no opinion in respect of the SunEdison exchange (as defined below) (discussed in further detail in “The Transaction Agreement—Actions Immediately Prior to the Effective Time of the Merger—SunEdison Exchange; Issuance to SunEdison; and Payment of Special Dividend” beginning on page 112), the issuance of the SunEdison additional shares (discussed in further detail in “The Transaction Agreement—Actions Immediately Prior to the Effective Time of the Merger—SunEdison Exchange; Issuance to SunEdison; and Payment of Special Dividend” beginning on page 112) or the transfer of the outstanding incentive distribution rights in TerraForm Power, LLC, which we refer to as IDRs, from SunEdison and certain of its affiliates pursuant to an IDR transfer agreement entered into among TerraForm Power, LLC, the Company, SunEdison, SunEdison Holdings Corporation and SUNE ML1, LLC and BRE Delaware Inc., which we refer to as the IDR transfer agreement.

Financing of the Transactions (Page 136)

The obligations of Brookfield Holdco and Merger Sub to complete the merger and the other transactions contemplated by the transaction agreement are not contingent upon the receipt by them of any debt financing and are not subject to other financing conditions. The obligations of Brookfield Holdco and Merger Sub under the transaction agreement are guaranteed by certain affiliates of Brookfield. See “The Transaction Agreement—Financing of the Transactions” beginning on page 136.

Interests of Certain Persons in the Merger (Page 101)

In considering the recommendation of the board of directors with respect to the proposal to adopt the transaction agreement, you should be aware that executive officers and directors of the Company may have certain interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The conflicts committee and the board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the transaction agreement and the merger, and in recommending that the transaction agreement be adopted by the stockholders of the Company. These interests include, but are not limited to, the following:

In addition to the interests of our directors and executive officers described above, our organizational and ownership structure involves a number of relationships that may give rise to certain conflicts of interest between the Company and holders of Class A common stock, on the one hand, and SunEdison or Global, on the other hand.

For further information with respect to the arrangements between the Company and its directors and executive officers, see “The Merger—Interests of Certain Persons in the Merger” beginning on page 101 and “Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers—Golden Parachute Compensation” beginning on page 196. For further information with respect to actual and potential conflicts of interest between the Company and holders of our Class A common stock, on the one hand, and SunEdison or Global, on the other hand, see “The Merger—Interests of Certain Persons in the Merger” beginning on page 101.

Material U.S. Federal Income Tax Consequences of the Transaction (Page 107)

The U.S. tax treatments of the special dividend and the merger are not free from doubt, and they could also be affected by unanticipated future events. Holders are therefore urged to consult their tax advisors.

If (as is currently anticipated) the Company has no current or accumulated earnings and profits for the taxable year of the special dividend, then the special dividend should not be taxable as a dividend for U.S. federal income tax purposes, but rather should reduce the tax basis of each share of Class A common stock. Any excess of the former over the latter should give rise to capital gain.

To the extent that a holder exchanges shares of Class A common stock for cash pursuant to the merger, the holder should recognize gain or loss ‎equal to the difference between the amount of cash received and the basis of the shares of Class A common stock (reduced as described above) exchanged therefor. There should not be any immediate tax consequences to continuing to hold shares of Class A common stock. You should read the section titled “The Merger—Material U.S. Federal Income Tax Consequences of the Special Dividend and the Merger” beginning on page 107 for a more detailed discussion of the U.S. Federal income tax consequences of the special dividend and the merger. You should also consult your tax advisor for a complete analysis of the effect of the special dividend and the merger on your federal, state and local and/or foreign taxes.

Bankruptcy Court and Regulatory Approvals (Page 110)

The Company, Brookfield Holdco and Merger Sub have made certain filings and taken other actions, and will continue to make filings and take other actions, necessary to obtain approvals from all appropriate government and regulatory authorities in connection with the transaction, including approval from the United States Bankruptcy Court for the Southern District of New York, which we refer to as the bankruptcy court, in the Chapter 11 bankruptcy cases of SunEdison and certain of its debtor affiliates, which we refer to as the SunEdison bankruptcy cases, authorizing and approving the entry by SunEdison and certain of its affiliates into a settlement agreement with the Company and certain of its affiliates, which, as amended, we refer to as the settlement agreement, the voting and support agreement and the IDR transfer agreement in connection with the SunEdison bankruptcy cases. On June 7, 2017, the bankruptcy court entered orders approving entry into the settlement agreement, the voting and support agreement and the IDR transfer agreement by SunEdison and certain of its affiliates. The bankruptcy court orders were entered by the bankruptcy court on June 7, 2017 and no appeals were filed with respect to such orders during the applicable appeals period.

Regulatory approvals from certain regulatory agencies are required to complete the merger, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Federal Energy Regulatory Commission Section 203 approval and approvals pursuant to certain state and foreign regulatory agencies. The Company has notified all of the relevant agencies and begun obtaining approvals and is continuing to take actions to obtain the required regulatory approvals prior to closing or, as appropriate, to confirm that approvals will not be required prior to closing. On May 8, 2017, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On July 28, 2017, the Public Utility Commission of Texas granted final approval of the merger.

The Transaction Agreement (Page 111)

Actions Immediately Prior to the Effective Time of the Merger—SunEdison Exchange; Issuance to SunEdison; and Payment of Special Dividend (Page 112)

Effect of the Merger (Page 112)

is entitled to receive the per share stock consideration in respect of any Company RSU, such holder will receive one Class A share of common stock of the surviving corporation in respect of each share of Class A common stock subject to a Company RSU that entitles such holder to receive such per share stock consideration.

Acquisition Proposals (Page 185)

The transaction agreement provides that from the date of the transaction agreement until the earlier of the effective time of the merger and the termination of the transaction agreement in accordance with its terms, neither the Company nor any of its subsidiaries nor any of their respective officers, directors and employees will, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries or the making of any indication of interest, proposal or offer, (ii) engage in, continue or otherwise participate in any discussions (other than to request clarification of an acquisition proposal that has already been made for purposes of assessing whether such acquisition proposal is or would be reasonably likely to result in a Superior Proposal (as defined in the transaction agreement)) or negotiations regarding, or provide any non-public information or data to any person relating to, any inquiry, indication of interest, proposal or offer, or (iii) knowingly facilitate any effort or attempt to make any inquiry, indication of interest, proposal or offer, in each case, that constitutes, or could reasonably be expected to lead to, an acquisition proposal or a SunEdison Stand-Alone Acquisition Proposal (as defined on page 123)) other than a Permitted SunEdison Proposal (as defined on page 123)). Further, the Company and its subsidiaries may not waive, terminate, modify or release any person (other than Brookfield Holdco and its affiliates) from any provision of, or fail to enforce or grant any permission, waiver or request under, any confidentiality or “standstill” or similar agreement or obligation, other than a confidentiality or similar agreement with a creditor of SunEdison that does not contain a “standstill” or similar obligation, unless the board of directors or the conflicts committee determines in good faith, after consultation with outside legal counsel, that such action or inaction would reasonably be expected to result in a breach of the directors’ fiduciary duties under applicable law. The Company and its subsidiaries also may not execute or enter into any letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement (other than a confidentiality agreement on terms that are not less restrictive than those in the confidentiality agreement entered into between the Company and Brookfield) relating to an acquisition proposal or a SunEdison Stand-Alone Acquisition Proposal other than a Permitted SunEdison Proposal, which we refer to as an alternative acquisition agreement.

Notwithstanding these restrictions, prior to obtaining the requisite Company vote at the special meeting, the Company and its representatives may provide information in response to a request from a person who has made a bona fide written acquisition proposal if the Company has received or receives from such person an executed confidentiality agreement on terms that are not less restrictive than those in the confidentiality agreement entered into between the Company and Brookfield and promptly discloses (and provides copies of) such information to Brookfield Holdco (to the extent not previously disclosed or provided), and engage or participate in any discussions or negotiations with any such person who has made a bona fide written acquisition proposal. The Company may only provide such information and engage or participate in such discussions after the conflicts committee and the board of directors determine in good faith (and after consultation with outside legal counsel) that failure to take such action would reasonably be expected to result in a breach of the directors’ fiduciary duties under applicable law and that such acquisition proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal.

The board of directors and each of its committees will not make a change of recommendation or cause or permit the Company to enter into any alternative acquisition agreement, except that the conflicts committee and the board of directors may make a change of recommendation prior to the requisite Company vote being obtained following receipt of an acquisition proposal that did not result from a breach of the transaction agreement and that the board of directors or the conflicts committee determines in good faith (after consultation with financial advisors and outside legal counsel) constitutes a Superior Proposal, or solely in response to an Intervening Event (as defined on page 125), if the board of directors or the conflicts committee determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to take such action would reasonably be expected to result in a breach of the directors’ fiduciary duties, subject to complying with certain obligations under the transaction agreement, including engaging in good-faith negotiations with Brookfield Holdco (if requested) regarding any proposed changes to the transaction agreement for a period of three business days prior to taking such action and paying a termination fee.

See “The Transaction Agreement—Covenants—Acquisition Proposals” beginning on page 122 and “The Transaction Agreement—Termination and Effect of Termination—Termination Fees and Expenses” beginning on page 135.

Conditions to Closing (Page 132)

The respective obligations of the Company, Brookfield Holdco and Merger Sub to consummate the merger are subject to the satisfaction or waiver of certain customary conditions, including: (i) obtaining the requisite Company vote (which is a non-waivable condition to closing); (ii) obtaining certain federal and state regulatory consents without any burdensome conditions; (iii) obtaining the charter amendment vote; (iv) the absence of any orders restraining, enjoining or otherwise prohibiting consummation of the merger; (v) obtaining the orders of the bankruptcy court which remain in full force and effect at the time of the closing of the merger authorizing and approving the entry by SunEdison and any other debtor party thereto into the settlement agreement, the voting and support agreement, the IDR transfer agreement and any other agreement entered into in connection with the merger or the other transactions contemplated by the transaction agreement, each of the foregoing to which SunEdison or any other debtor will be a party, which orders we refer to as the bankruptcy court orders (the bankruptcy court orders were entered by the bankruptcy court on June 7, 2017 and no appeals were filed with respect to such orders during the applicable appeals period); and (vi) the occurrence of the SunEdison exchange. The obligation of Brookfield Holdco and Merger Sub to effect the merger is also subject to the closing of the transaction contemplated by the Sale and Purchase Agreement, dated as of January 5, 2017, between SunEdison Yieldco UK Holdco 2, LLC, TerraForm Power Operating, LLC and Vortex Solar UK Limited, which closing occurred on May 11, 2017.

See “The Transaction Agreement—Conditions to Closing” beginning on page 132.

Termination and Effect of Termination (Page 133)

We and Brookfield Holdco may, by mutual written consent, terminate the transaction agreement and abandon the merger at any time prior to the effective time of the merger, notwithstanding any approval or adoption of the transaction agreement by our stockholders.

The transaction agreement may also be terminated and the merger abandoned at any time prior to the effective time of the merger as follows:

The Company must pay Brookfield Holdco all of the reasonable and documented out-of-pocket expenses incurred by Brookfield Holdco and its affiliates in connection with the transaction agreement, the merger and the other transactions contemplated by the transaction agreement, in an amount not to exceed $17,000,000, if the transaction agreement is terminated by either the Company or Brookfield Holdco due to (i) failure of the merger to have been consummated by the termination date (and at the time of such termination, the requisite Company vote or the charter amendment vote has not been obtained or the bankruptcy court has not entered the bankruptcy court orders (the bankruptcy court entered all relevant bankruptcy court orders on June 7, 2017 and no appeals were filed with respect to such orders during the applicable appeals period)), (ii) failure to obtain the requisite Company vote or the charter amendment vote or (iii) termination of the settlement agreement, and, at the time of such termination of the transaction agreement, the board of directors or any of its committees has not made and not withdrawn a change of recommendation.

The Company must pay Brookfield Holdco an amount equal to the excess of a termination fee of $50,000,000, which we refer to as the termination fee, over any Brookfield Holdco expense reimbursement previously paid if:

provided that, at the time of such termination, the board of directors or any of its committees has not made and not withdrawn a change of recommendation, and either of the following has occurred:

and, at the time of such termination, the board of directors or any of its committees has made and not withdrawn a change of recommendation; or

In no event will the Company be required to pay any combination of the termination fee and the Brookfield Holdco expense reimbursement aggregating to more than $50,000,000 or be required to pay any of such fees on more than one occasion. See “The Transaction Agreement—Termination and Effect of Termination” beginning on page 133.

Remedies (Page 136)

If the transaction agreement is terminated in accordance with its terms, no party thereto (nor any of its representatives or affiliates) will have any liability to any person, except with respect to liability or damages to the other party resulting from fraud or any willful and material breach of the transaction agreement.

Except in the case of fraud or willful material breach of the transaction agreement by the Company, Brookfield Holdco’s receipt of the termination fee and/or expense reimbursement, as the case may be, will be the sole and exclusive remedy of Brookfield Holdco, Merger Sub and their respective affiliates for any loss suffered as a result of any breach of any covenant or agreement in the transaction agreement or the failure of the merger or the other transactions to be consummated. See “The Transaction Agreement—Remedies” beginning on page 136.

The parties are entitled to injunctions to prevent breaches of the transaction agreement and to enforce specifically the terms of the transaction agreement, in addition to any other remedy to which they are entitled at law or in equity.

The Sponsorship (Page 138)

Concurrently with the closing of the merger, Brookfield and certain of its affiliates, including Brookfield Holdco, will enter into various sponsorship arrangements with the Company that are expected to provide a number of compelling and strategic benefits to the Company, including, among others, the following:

In connection with these arrangements, an affiliate of Brookfield will receive incentive distribution rights in TerraForm Power, LLC. In addition, certain registration rights and governance rights will be reflected in amendments to the Company’s governing documents, including the charter and the TerraForm Power, LLC operating agreement, a governance agreement and a registration rights agreement. We refer to these various arrangements, as discussed in more detail in “The Sponsorship” beginning on page 138, as the sponsorship arrangements. See also “Charter Amendment” beginning on page 187.

Master Services Agreement (Page 138)

As a condition to the closing of the merger, the Company, TerraForm Power, LLC and TerraForm Power Operating, LLC, which we refer to as TERP Operating, will execute and deliver a master services agreement, which we refer to as the master services agreement, with Brookfield and certain of its affiliates that will act as service providers to the Company and its subsidiaries with respect to certain management and administrative services following the merger. Among other things, the master services agreement provides that:

Relationship Agreement (Page 142)

As a condition to the closing of the merger, the Company, TerraForm Power, LLC and TERP Operating will enter into a relationship agreement, which we refer to as the relationship agreement, with Brookfield. The relationship agreement governs certain aspects of the relationship between Brookfield and the Company and its subsidiaries following the merger. Among other things, the relationship agreement provides that:

affiliates will acquire operating solar and wind assets in Canada, the United States, Mexico, Germany, France, England, Scotland, Wales and Northern Ireland, Ireland, Spain, Portugal, Andorra and Gibraltar, Italy, Denmark, Norway and Sweden, which we refer to collectively as the territory.

Sponsor Line Agreement (Page 145)

As a condition to the closing of the merger, the Company will enter into a sponsor line agreement with Brookfield pursuant to which Brookfield will provide the Company with a $500 million revolving senior facility secured by a pledge of all of the assets of the Company, which we refer to as the sponsor line agreement. The final terms of the sponsor line agreement and definitive documentation thereof will be agreed prior to closing. Among other things, the sponsor line agreement is expected to provide that:

Company Charter (Page 146)

If the merger is completed, the Company’s charter will be amended and restated in the form set forth on Annex C-3.

See “Charter Amendment” beginning on page 187 for a detailed description of the provisions of the amended and restated charter. For a detailed comparison of the rights of stockholders and governance practices of the Company before and after the merger, see the section entitled “Comparison of Stockholders’ Rights and Governance Practices Before and After the Merger” beginning on page 153 of this proxy statement.

Company Bylaws (Page 146)

If the merger is completed, the Company’s bylaws will be amended and restated in the form set forth on Annex C-4.

See “The Sponsorship—Company Bylaws” beginning on page 146 for a detailed description of the provisions of the amended and restated bylaws. For a more detailed comparison of the rights of stockholders and governance practices of the Company before and after the merger, see the section entitled “Comparison of Stockholders’ Rights and Governance Practices Before and After the Merger” beginning on page 153 of this proxy statement.

Governance Agreement (Page 148)

Pursuant to the transaction agreement, at the closing of the merger, the Company and Brookfield Holdco will enter into a governance agreement. If Brookfield or any of its controlled affiliates other than the Company and its controlled affiliates, which we refer to as the sponsor group, subsequently acquires legal and beneficial ownership of voting securities of the Company, it will be required to become a party to the governance agreement. The governance agreement establishes certain rights and obligations of the Company and members of the sponsor group that own voting securities of the Company relating to the governance of the Company and the relationship between such members of the sponsor group and the Company and its controlled affiliates, in each case, following the merger.

See “The Sponsorship—Governance Agreement” beginning on page 148 for a detailed description of the provisions of the governance agreement.

TerraForm Power, LLC Operating Agreement (Page 150)

Immediately following the transfer of the outstanding IDRs in TerraForm Power, LLC, from SunEdison and certain of its affiliates to BRE Delaware Inc., which we refer to as Brookfield IDR Holder, and the effective time of the merger pursuant to the IDR transfer agreement, the Company and Brookfield IDR Holder will enter into a Second Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC, which we refer to as the New LLC Agreement. The New LLC Agreement will amend and restate the existing Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC. Among other things, the New LLC Operating Agreement provides that:

shares of Class A common stock of $0.93 per share (subject to adjustment for distributions, combinations or subdivisions of shares of Class A common stock) if such amount were distributed to all holders of shares of Class A common stock;

Governance of the Company Following the Merger (Page 151)

Board of Directors (Page 151)

The transaction agreement provides that, following the consummation of the merger, the Company’s board of directors will consist of seven members, of whom four directors will be appointed by Brookfield Holdco and three will be appointed from the current independent directors of the Company as agreed between Brookfield Holdco and the Company’s existing conflicts committee. As of the date hereof, Brookfield Holdco intends to designate Brian Lawson, Harry Goldgut, Richard Leagault and Sachin Shah, each of whom is affiliated with Brookfield, to serve as the four directors of the Company appointed by Brookfield Holdco following consummation of the merger. Brookfield Holdco requested that the Company consider appointing Mr. Mark “Mac” McFarland, who is not a current independent director of the Company, as one of the three initial independent directors of the Company following the consummation of the merger. The Company’s existing conflicts committee and board of directors considered this request by Brookfield Holdco and Mr. McFarland was interviewed by various members of the Company’s existing conflicts committee and board of directors. Following deliberations by the Company’s existing conflicts committee and board of directors, the Company’s existing conflicts committee and Brookfield Holdco have agreed to appoint Messrs. Christian Fong, Edward “Ned” Hall and Mark “Mac” McFarland as the initial three independent directors of the Company following the consummation of the merger, and the Company, Brookfield Holdco and Merger Sub have waived any breach of the applicable provision of the merger agreement that may result from Mr. McFarland’s appointment. Messrs. Fong and Hall are current independent directors of the Company. Each of Messrs. Fong, Hall and McFarland is independent under applicable Nasdaq rules.

Management (Page 152)

As described more fully in “The Sponsorship—Master Services Agreement” beginning on page 138, pursuant to the master services agreement that will be in effect following the closing, Brookfield Holdco will have the obligation to designate individuals to carry out the functions of chief executive officer, chief financial officer and general counsel of the Company. As of the date hereof, Brookfield intends to designate John Stinebaugh, a Managing Partner of Brookfield, as the chief executive officer of the Company.

Brookfield Registration Rights Agreement (Page 152)

As a condition to the closing of the merger, the Company and Brookfield Holdco will enter into a registration rights agreement governing Brookfield Holdco and the Company’s rights and obligations with respect

to the registration for resale of all or a part of the shares of Class A common stock held by Brookfield Holdco following the merger, which we refer to as the Brookfield registration rights agreement. Among other things, the Brookfield Registration Rights Agreement provides that:

The Guaranty (Page 128)

Brookfield Infrastructure Fund III-A (CR), L.P., Brookfield Infrastructure Fund III-A, L.P., Brookfield Infrastructure Fund III-B, L.P., Brookfield Infrastructure Fund III-D, L.P. and Brookfield Infrastructure Fund III-D(CR), L.P., which together form Brookfield Infrastructure Fund III, an affiliated investment fund managed by Brookfield, and which we refer to as the guarantors, entered into an irrevocable, absolute and unconditional joint and several guaranty in favor of the Company, which we refer to as the guaranty, in respect of the prompt and complete payment of the aggregate per share cash consideration by Brookfield Holdco at the effective time of the merger (which payment Brookfield Holdco is required to deposit or cause to be deposited with the paying agent at such time, pursuant to the transaction agreement) and the due, prompt and faithful payment, performance and discharge by Brookfield Holdco and Merger Sub of, and the compliance by Brookfield Holdco and Merger Sub with, all of the covenants, agreements, and obligations and undertakings of Brookfield Holdco and Merger Sub arising at or prior to the effective time of the merger under the transaction agreement in accordance with the terms thereof including, without limitation, all reasonable collection costs and reasonably documented out-of-pocket legal and other fees and expenses incurred by the Company in enforcing the obligations under the guaranty.

The guarantors’ obligations under the guaranty are subject to an aggregate cap equal to the amount of the aggregate per share cash consideration plus the enforcement costs discussed above.

The guaranty will remain in full force and effect until the earlier to occur of the valid termination of the transaction agreement and the payment of the aggregate per share cash consideration in accordance with the transaction agreement.

The Settlement Agreement (Page 179)

Concurrently with the execution and delivery of the transaction agreement, SunEdison and the Company, along with certain of their respective subsidiaries, executed and delivered the settlement agreement, which resolves claims, disputes and other issues arising from the historical sponsor relationship between the Company and SunEdison. On June 7, 2017, the bankruptcy court entered an order approving the settlement agreement and no appeals were filed with respect to such order during the applicable appeals period. Among other things, pursuant to the settlement agreement, if the transactions (or any alternative transaction that SunEdison and the Company have each agreed is a jointly supported transaction) are completed:

In addition, pursuant to the settlement agreement, SunEdison will have the option, in certain circumstances following a termination of the transaction agreement or an alternative jointly supported transaction, to convert its equity interests in the Company and TerraForm Power, LLC into a number of shares of Class A common stock representing 36.9% of the total number of shares of Class A common stock on a fully-diluted, as converted basis. We refer to this as the “stand-alone conversion” option. If SunEdison exercises its stand-alone conversion option, the mutual releases of claims and the cancellation and termination or delivery of the incentive distribution rights described in the preceding paragraphs will become effective upon the consummation of the stand-alone conversion.

The Voting and Support Agreement (Page 179)

Concurrently with the execution and delivery of the transaction agreement, the Company, Brookfield Holdco and Merger Sub entered into a voting and support agreement with SunEdison, SunEdison Holdings Corporation and SUNE ML1, LLC, which we refer to as the voting and support agreement. We refer to SunEdison Holdings Corporation and SUNE ML1, LLC as the SunEdison stockholders. On June 7, 2017, the bankruptcy court entered an order approving the voting and support agreement and no appeals were filed with respect to such order during the applicable appeals period.

As of the close of business on September 1, 2017, the record date for the special meeting, SunEdison Holdings Corporation and SUNE ML1, LLC owned 33.2% and 66.8% of the shares of Class B common stock outstanding, respectively, which shares of Class B common stock represented, in the aggregate, 83.9% of the voting power of the Company common stock outstanding.

Among other things, the voting and support agreement provides that:

favor of the adoption and approval of the transaction agreement and the charter amendment and in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the adoption and approval of the transaction agreement, provided that there has not been made a change of recommendation in respect of an acquisition proposal. Additionally, each SunEdison stockholder agreed to vote against, provided there has not been made a change of recommendation in respect of an acquisition proposal:

The Company agreed to exercise its right to extend the termination date under the transaction agreement to obtain certain regulatory consents if it receives a written request to extend the termination date from SunEdison and not to, without the prior written consent of SunEdison, take certain actions regarding the merger and transaction agreement, as described in further detail in “The Settlement Agreement, the Voting and Support Agreement and the Creditor Support Agreement—Summary of the Voting and Support Agreement” on page 183.

The Creditor Support Agreement (Page 179)

Concurrently with the execution of the transaction agreement, the Company, Brookfield Holdco and Merger Sub entered into a creditor support agreement with certain second lien creditors of SunEdison holding claims in SunEdison’s bankruptcy cases, which we refer to as the supporting 2L holders. We refer to such agreement as the creditor support agreement. Under the creditor support agreement, each supporting 2L holder agreed to support, and not object to, any relief requested by the Debtors (as defined in the transaction agreement) in connection with the merger, including SunEdison’s motion seeking the bankruptcy court’s approval of the settlement agreement, voting and support agreement and IDR transfer agreement pursuant to the bankruptcy court orders (as defined on page 132). Each supporting 2L holder also agreed not to file or support any motion or pleading that is inconsistent with the creditor support agreement or undermines its support for the creditor support agreement or the bankruptcy court orders (the bankruptcy court entered all relevant bankruptcy court orders on June 7, 2017 and no appeals were filed with respect to such orders during the applicable appeals period).

The creditor support agreement also provides that each supporting 2L holder will not, and will instruct and use its reasonable best efforts to cause its representatives not to:

Additionally, each supporting 2L holder agreed not to transfer any of its claims in the Chapter 11 cases during the term of the creditor support agreement unless the transferee thereof delivers a joinder to the creditor support agreement.

The creditor support agreement will terminate upon the earliest to occur of:

Charter Amendment (Page 187)

If the merger is completed, the Company’s charter will be amended and restated in the form set forth on Annex C-3.

See “Charter Amendment” beginning on page 187 for a detailed description of the provisions of the amended and restated charter. For a detailed comparison of the rights of stockholders and governance practices of the Company before and after the merger, see the section entitled “Comparison of Stockholders’ Rights and Governance Practices Before and After the Merger” beginning on page 153 of this proxy statement.

SunEdison Registration Rights Agreement (Page 195)

The voting and support agreement requires entry into the SunEdison registration rights agreement, which will govern the rights of SunEdison and the SunEdison stockholders with respect to the registration for resale of shares of Class A common stock held by them following the merger. Pursuant to the SunEdison registration rights agreement, the Company will be required to file a shelf registration statement by the later of 30 days following the date on which the Company has made all then-required filings on Forms 10-K and 10-Q under the Exchange Act and 30 days following the date of the SunEdison registration rights agreement. The SunEdison registration rights agreement will provide for an offering to be made on a continuous or delayed basis, and require the Company to keep such shelf registration statement continuously effective until the earlier of one year after the closing date of the merger and the date on which all shares of Class A common stock held by SunEdison or the SunEdison stockholders on the closing date of the merger have either been distributed in a registered offering or are freely tradable, without volume or manner of sale restrictions. The shelf registration statement will only provide for sale of such shares of Class A common stock:

The SunEdison registration rights agreement will not provide for “piggyback” registration rights or underwritten offerings.

SunEdison and any direct transferee of SunEdison’s Class A common stock party to the SunEdison registration rights agreement holding 10% or more of the outstanding shares of Class A common stock will agree not to dispose of any of the shares of Class A common stock they may hold following the merger if requested by the underwriters in connection with any underwritten offering by the Company during the seven days prior to, and during the 90-day period beginning on, the effective date of the registration statement for such offering or, in the case of an offering pursuant to a shelf registration statement, the pricing date for such underwritten offering.

SunEdison’s registration rights (and the registration rights of any direct transferee of SunEdison’s Class A common stock party to the SunEdison registration rights agreement) will terminate upon the earliest of:

Market Price of Class A Common Stock (Page 198)

On September 1, 2017, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our Class A common stock on the Nasdaq was $13.80 per share of Class A common stock. You are encouraged to obtain current market quotations for our Class A common stock in connection with voting your shares of common stock.

Appraisal Rights (Page 202)

If the merger is completed, the holders of shares of Class A common stock are entitled to appraisal rights in connection with the merger under Delaware law, provided those rights are exercised properly. Shares of Class A common stock held by stockholders that (i) do not vote for adoption of the transaction agreement and (ii) prior to the vote on the merger, make a demand for appraisal in accordance with Delaware law will not be converted into the right to receive the per share merger consideration, but will be converted into the right to seek appraisal of the “fair value” of such shares of Class A common stock, in cash, as determined in accordance with Delaware law. For a more complete discussion of the appraisal rights available to holders of Class A common stock, see “Appraisal Rights” beginning on page 202 and the text of Section 262 of the DGCL as in effect with respect to the merger, which is attached to this proxy statement as Annex F.

No Delisting and Deregistration of Class A Common Stock

If the merger is completed, our Class A common stock will continue to be listed on the Nasdaq and will not be deregistered under the Exchange Act. Our Class A common stock will continue to be publicly traded and we will continue to file periodic reports with the SEC.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the transaction agreement, and the special meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Additional Information and Where You Can Find It” beginning on page 207.

Brookfield Holdco is a party to the transaction agreement and is the affiliate of Brookfield that will merge with and into the Company in the merger. Upon completion of the merger and subject to the Brookfield Holdco equity adjustment (as defined below), Brookfield Holdco will hold 51% of the Class A common stock of the Company.

result of such exchange, all shares of Class B common stock held by SunEdison or any of its controlled affiliates will be automatically redeemed and retired. Immediately following such exchange, the Company will issue to SunEdison additional shares of Class A common stock, which we refer to as the SunEdison additional shares, such that, immediately prior to the effective time of the merger, SunEdison will hold an aggregate number of shares of Class A common stock equal to 36.9% of the issued and outstanding shares of Class A common stock on a fully-diluted, as converted basis.

The election of per share merger consideration by holders of Class A common stock is subject to proration based on the total number of shares electing each type of consideration to ensure that, immediately following the merger and subject to the Brookfield Holdco equity adjustment (as defined below), stockholders other than Brookfield Holdco or any direct or indirect subsidiary of Brookfield Holdco will retain an aggregate number of shares of Class A common stock equal to 49% of the total shares of Class A common stock outstanding immediately prior to the effective time of the merger, calculated on a fully-diluted, as converted basis (which, for the avoidance of doubt, will include the SunEdison additional shares), meaning that stockholders that elect to receive the per share cash consideration in respect of all their shares may still retain a portion of their shares in the Company post-closing, and conversely, stockholders that elect to retain all their shares post-closing may still receive the per share cash consideration in respect of a portion of their shares.

As of the date of this proxy statement, the Company has reached an agreement in principle regarding settlement of the Chamblee litigation (as defined below) and, if such settlement becomes effective, the Company’s contribution to the settlement amount, net of the amount to be covered by insurance, would be

$1.125 million. This amount plus any related costs, fees and expenses (including attorney’s fees and expenses) would constitute the Company’s Losses (as defined below) in connection with such settlement of the Chamblee litigation for purposes of the Brookfield Holdco equity adjustment. See “The Transaction Agreement-Covenants-Equity Adjustment with Respect to Final Resolution of Specified Litigation” beginning on page 129.

Following the closing of the merger, the board of directors will establish a new conflicts committee of the board of directors comprised of such independent directors, which will consider, among other things, matters in which a conflict of interest exists between the Company, on the one hand, and Brookfield Holdco and its affiliates, on the other hand.

The board of directors will also establish a new nominating and corporate governance committee of the board of directors which will be comprised of three directors, at least one of whom will be a director designated by Brookfield Holdco and at least one of whom will be one of the three independent directors.

Following the effective time of the merger, and for so long as the master services agreement is in effect and the Company qualifies for the “controlled company” exemption under applicable securities exchange rules, Brookfield Holdco will be entitled to designate four of the seven directors to be recommended by the new nominating and corporate governance committee to the board of directors for inclusion in the slate of director nominees recommended by the board of directors for election to the board of directors at future annual stockholder meetings, and three of the seven directors included in the slate of director nominees recommended by the board of directors for election to the board of directors at such future annual stockholder meetings will be independent. See “Comparison of Stockholders’ Rights and Governance Practices Before and After the Merger” beginning on page 153 for a description of the composition of the board of directors from and after the date on which the master services agreement is no longer in effect or the Company ceases to qualify for the controlled company exemption.

registration rights with respect to the shares of Class A common stock held by it under a registration rights agreement (see “The Sponsorship—Brookfield Registration Rights Agreement” beginning on page 152) and an affiliate of Brookfield will receive incentive distribution rights in TerraForm Power, LLC.

Because the affirmative vote required to adopt and approve the transaction agreement is based upon the total number of outstanding shares of our Class A common stock and Class B common stock entitled to vote thereon, if you fail to submit a proxy or vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote “AGAINST” the proposal to adopt and approve the transaction agreement.

Because the affirmative vote required to approve the charter amendment is based upon the total number of outstanding shares of our Class A common stock and Class B common stock entitled to vote thereon, if you fail to submit a proxy or vote in person at the special meeting, abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote “AGAINST” the proposal to approve the charter amendment.

Because the affirmative vote required to approve, by non-binding advisory vote, the merger-related compensation is based upon the total number of outstanding shares of our Class A common stock and Class B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, if you fail to submit a proxy or vote in person at the special meeting, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares will not be counted in respect of any vote to approve the merger-related compensation. Abstentions will have the same effect as a vote “AGAINST” the proposal to approve the merger-related compensation.

of any such proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of the approval of any such proposal to adjourn for such purpose, such approval is assured.

Because the affirmative vote required to approve any proposal to adjourn the special meeting for such purpose is based upon the total number of outstanding shares of our Class A common stock and Class B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, if you fail to submit a proxy or vote in person at the special meeting, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares will not be counted in respect of any vote to approve such proposal to adjourn for such purpose. Abstentions will have the same effect as a vote “AGAINST” any such proposal to adjourn for such purpose.

Additionally, if the merger is not completed, the transaction agreement may be terminated. Depending on the circumstances surrounding the termination, it is possible that the Company will be required to reimburse Brookfield Holdco for up to $17,000,000 in documented third-party fees and expenses or to pay Brookfield Holdco a termination fee of $50,000,000. The Company’s reimbursement of Brookfield Holdco’s documented fees and expenses is creditable against the termination fee that may subsequently become payable to Brookfield Holdco.

Under the terms of the settlement agreement, in certain circumstances following a termination of the transaction agreement or an alternative jointly supported transaction, SunEdison will have a stand-alone

conversion option, pursuant to which SunEdison may convert its equity interests in the Company and TerraForm Power, LLC into a number of shares of Class A common stock representing 36.9% of the total number of shares of Class A common stock on a fully-diluted, as converted basis. If SunEdison exercises the stand-alone conversion option, the mutual releases of claims between the SunEdison Entities and the Company Entities described in “The Settlement Agreement, the Voting and Support Agreement and the Creditor Support Agreement” beginning on page 179, will become effective upon the consummation of the stand-alone conversion. If the transaction agreement is terminated and SunEdison does not exercise the stand-alone conversion option or the stand-alone conversion option is unavailable to SunEdison under the circumstances of such termination, the Company and SunEdison each will have the right to terminate the settlement agreement. In such event, SunEdison would continue to be the indirect holder of 100% of our issued and outstanding Class B common stock and would therefore continue to hold approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock.

merger. The vote is an advisory vote and will not be binding on the Company. Such compensation will be payable, regardless of the outcome of this advisory vote, if the transaction agreement is adopted (subject only to the contractual conditions applicable thereto).

If you hold shares in street name, you should contact the intermediary for instructions on how to change your vote.

If your shares of our Class A common stock are held by a bank, broker, trustee or nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker, trustee or nominee, or their intermediary, is considered the stockholder of record with respect to those shares. Your bank, broker, trustee or nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares of our Class A common stock. You should follow the instructions provided by them to vote your shares of our Class A common stock. You are invited to attend the special meeting; however, you may not vote these shares of our Class A common stock in person at the special meeting unless you obtain a “legal proxy” from your bank, broker, trustee or nominee that holds your shares of our Class A common stock, giving you the right to vote the shares of our Class A common stock at the special meeting. If you wish to obtain a “legal proxy” you should allow adequate time for its provision by your bank, broker, trustee or nominee that holds your Class A common stock.

Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting. To attend the special meeting in person (regardless of whether you intend to vote your shares in person at the special meeting), you must bring with you to the special meeting a valid photo identification and proof of your beneficial ownership. For more information, see the instructions under “The Special Meeting—Attendance” beginning on page 41 of this proxy statement.

IT IS IMPORTANT THAT YOU PROMPTLY VOTE YOUR SHARES OF OUR COMMON STOCK. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

If you own shares that are registered in your own name and return a signed proxy card or grant a proxy via the Internet or by telephone, but do not indicate how you wish your shares to be voted, the shares represented by your properly signed proxy will be voted “FOR” the proposal to adopt and approve the transaction agreement, “FOR” the proposal to approve the charter amendment, “FOR” the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

For the proposal to approve the merger-related compensation and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as votes “AGAINST” the proposal to approve the merger-related compensation and “AGAINST” any such proposal to adjourn the special meeting. Shares not in attendance at the special meeting and broker non-votes will not be counted in respect of the proposal to approve the merger-related compensation or any such proposal to adjourn the special meeting.

provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies the Company in writing of such special arrangements, you will retain your right to vote such shares at the special meeting but will transfer the right to receive the per share merger consideration to the person to whom you transfer your shares.

In addition, if you sell your shares prior to the special meeting or prior to the effective time of the merger, you will not be eligible to exercise your appraisal rights in respect of the merger. For a more detailed discussion of your appraisal rights and the requirements for perfecting your appraisal rights, see “Appraisal Rights” beginning on page 202 and Annex F of this proxy statement.

Election forms and stock certificates representing certificated shares (or affidavits of lost certificate in lieu thereof) must be received by the paying agent by the election deadline, which is 5:00 p.m., New York City time, on the day that is two business days prior to the closing date of the merger (which date will be publicly announced by the Company at least four business days prior to the anticipated closing date).

If your shares are held in a brokerage or other custodial account, you should receive instructions from the entity where your shares are held advising you of the procedures for making your election and delivering your shares. If you do not receive these instructions, you should contact the entity where your shares are held.

If any Company stock certificate has been lost, stolen or destroyed, the owner of such certificate must deliver an affidavit claiming that such certificate has been lost, stolen or destroyed, and Brookfield Holdco and the paying agent may, as a condition precedent to the payment of cash or the issuance of any certificate representing Class A common stock in exchange therefor pursuant to the transaction agreement, require the posting of a bond in customary amount as indemnity against any claim that may be made with respect to that certificate against the Company, Brookfield Holdco or the paying agent.

In the event the transaction agreement is terminated, any shares of Class A common stock that you previously sent to the paying agent will be promptly returned to you without charge.

Promptly after the effective time of the merger, the Company will cause the paying agent to mail to each holder of election eligible shares (as defined in “The Transaction Agreement—Effect of the Merger, Election and Proration—Effect of the Merger on Capital Stock” beginning on page 112) that did not properly make an election by the election deadline a letter of transmittal and instructions for use in effecting the surrender of the certificates representing such holder’s certificated election eligible shares (or affidavits of loss in lieu thereof) to the paying agent.

adopt the transaction agreement and (ii) comply with the other statutory requirements for demanding appraisal. Failure to follow precisely any of the statutory requirements could result in the loss of your appraisal rights. A detailed description of the appraisal rights and procedures available is included in “Appraisal Rights” beginning on page 202 and the text of Section 262 of the DGCL as in effect with respect to the merger is attached to this proxy statement as Annex F.

If (as is currently anticipated) the Company has no current or accumulated earnings and profits for the taxable year of the special dividend, then the special dividend should not be taxable as a dividend for U.S. federal income tax purposes, but rather should reduce the tax basis of each share of Class A common stock. Any excess of the former over the latter should give rise to capital gain.

To the extent that a holder exchanges shares of Class A common stock for cash pursuant to the merger, the holder should recognize gain or loss ‎equal to the difference between the amount of cash received and the basis of the shares of Class A common stock (reduced as described above) exchanged therefor. There should not be any immediate tax consequences to continuing to hold shares of Class A common stock.

You should read “The Merger—Material U.S. Federal Income Tax Consequences of the Special Dividend and the Merger” beginning on page 107 for a more detailed discussion of the U.S. federal income tax consequences of the special dividend and the merger. You should also consult your tax advisor for a complete analysis of the effect of the special dividend and the merger on your federal, state and local and/or foreign taxes.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as “expect,” “anticipate,” “believe,” “intend,” “plan,” “seek,” “estimate,” “predict,” “project,” “goal,” “guidance,” “outlook,” “objective,” “forecast,” “target,” “potential,” “continue,” “would,” “will,” “should,” “could,” or “may” or other comparable terms and phrases. All statements that address operating performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. They may include estimates of financial metrics such as expected adjusted earnings before interest, taxes, depreciation and amortization, cash available for distribution, earnings, revenues, capital expenditures, liquidity, capital structure, future growth, financing arrangement and other financial performance items (including future dividends per share), descriptions of management’s plans or objectives for future operations, products, or services, or descriptions of assumptions underlying any of the above. Forward-looking statements are based on the Company’s current expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although the Company believes its respective expectations and assumptions are reasonable, it can give no assurance that these expectations and assumptions will prove to have been correct and actual results may vary materially.

By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, the expected timing and likelihood of completion of the transactions, including the timing, receipt and terms and conditions of any required governmental approvals of the merger or the other transactions that could cause the parties to abandon the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the risk of failure of the holders of a majority of the outstanding shares of Class A common stock entitled to vote (excluding Brookfield Holdco, SunEdison, Inc. and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Exchange Act)), and the risk of failure of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote, to adopt and approve the transaction agreement; the risk that the parties may not be able to satisfy the conditions to the transactions in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the transactions; the risk that any announcements relating to the transactions contemplated could have adverse effects on the market price of the Company’s common stock; the risk that the transactions and their announcement could have an adverse effect on the Company’s ability to retain and hire key personnel and maintain relationships with its suppliers and customers and on its operating results and businesses generally; the Company’s relationship with SunEdison, including SunEdison’s bankruptcy filings; risks related to events of default and potential events of default arising under project-level financings and other agreements due to various factors; risks related to the Company’s failure to satisfy continued listing requirements of the Nasdaq Global Select Market; the Company’s ability to sell projects at attractive prices as well as to integrate the projects the Company acquires from third parties or otherwise realize the anticipated benefits from such acquisitions, including through refinancing or future sales; actions of third parties, including but not limited to the failure of SunEdison to fulfill its obligations and the actions of the Company’s bondholders and other creditors; price fluctuations, termination provisions and buyout provisions in offtake agreements; delays or unexpected costs during the completion of projects the Company intends to acquire; regulatory requirements and incentives for production of renewable power; operating and financial restrictions under agreements governing indebtedness; the condition of the debt and equity capital markets and the Company’s ability to borrow additional funds and access capital markets; the impact of foreign exchange rate fluctuations; the Company’s ability to compete against traditional and renewable energy companies; hazards customary to the power production industry and power generation operations, such as unusual weather conditions and outages or other curtailment of the Company’s power plants; departure of some or all of SunEdison’s employees, particularly key employees and operations and maintenance or asset management personnel that the Company significantly relies upon; pending and future litigation; and the Company’s ability to operate the

Company’s business efficiently, including to manage the transition from SunEdison information technology, technical, accounting and generation monitoring systems, to manage and complete governmental filings on a timely basis, and to manage the Company’s capital expenditures. Many of these factors are beyond the Company’s control.

The Company disclaims any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data, or methods, future events, or other changes, except as required by law. The foregoing list of factors that might cause results to differ materially from those contemplated in the forward-looking statements should be considered in connection with information regarding risks and uncertainties which are described in the Company’s Form 10-K for the 2016 fiscal year, as well as additional factors it may describe from time to time in other filings with the SEC or incorporated herein.

You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or, in the case of documents referred to or incorporated by reference, the dates of those documents.

PARTIES TO THE TRANSACTIONS

TerraForm Power, Inc.

TerraForm Power, Inc. is a renewable energy company that is changing how energy is generated, distributed and owned. The Company creates value for its investors by owning and operating clean energy power plants. For more information about the Company, please visit: www.terraformpower.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also “Additional Information and Where You Can Find It” beginning on page 207. The Company’s Class A common stock is listed on the Nasdaq under the symbol “TERP.”

Brookfield Asset Management Inc.

Brookfield Asset Management Inc. is a leading global alternative asset manager with approximately $250 billion in assets under management. Brookfield has a more than 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. One of Brookfield’s core operational capabilities is in renewable power, in which it owns, operates and develops over 10,000 megawatts of assets, representing $30 billion in power assets across eight countries, with over 2,000 operating employees with expertise in asset-level operations and maintenance, power marketing and sales and development, health, safety, security and the environment, stakeholder relations and regulatory oversight. Brookfield is co-listed on the New York, Toronto and Euronext stock exchanges under the symbol BAM, BAM.A and BAMA, respectively.

Orion US Holdings 1 L.P.

Orion US Holdings 1 L.P., which we refer to as Brookfield Holdco, is a Delaware limited partnership that is an affiliate of Brookfield. Upon completion of the merger, and subject to the Brookfield Holdco equity adjustment, Brookfield Holdco will hold 51% of the Class A common stock of the Company.

BRE TERP Holdings Inc.

BRE TERP Holdings Inc., which we refer to as Merger Sub, is a Delaware corporation. Merger Sub is a wholly-owned subsidiary of Brookfield Holdco and was formed solely for the purpose of engaging in the merger and other related transactions. Merger Sub has not engaged in any business other than in connection with the merger and other related transactions. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to holders of our Class A common stock and holders of our Class B common stock, whom we refer to collectively as our stockholders, as part of the solicitation of proxies by the board of directors for use at the special meeting of our stockholders to be held on Friday, October 6, 2017 at 4:30 P.M., Eastern Time, at 7550 Wisconsin Ave., 9^th Floor, Bethesda, Maryland 20814, or at any postponement or adjournment thereof. A live webcast of the special meeting will also be provided at http://www.virtualshareholdermeeting.com/TERP17S

Purpose of the Special Meeting

At the special meeting, holders of our Class A common stock and Class B common stock, which we refer to collectively as our common stock or our shares, will be asked to:

The board of directors recommends that you vote “FOR” each of the above proposals.

If our stockholders fail to adopt and approve the transaction agreement or the proposal to approve the charter amendment, the merger will not occur. A copy of the transaction agreement is attached as Annex A to this proxy statement and a copy of the proposed amended and restated charter is attached as Annex C-3 to this proxy statement, each of which is incorporated herein by reference and which you should read carefully and in its entirety.

Record Date and Quorum

We have fixed the close of business on September 1, 2017 as the record date for the special meeting, and only holders of record of the Company’s common stock on the record date are entitled to notice of, and to vote at (in person or represented by proxy), the special meeting. As of the close of business on the record date, there were 92,362,595 shares of our Class A common stock outstanding, held by 12 holders of record. As of the close of business on the record date, there were 48,202,310 shares of our Class B common stock outstanding. Each share of Class A common stock is entitled to one (1) vote and each share of Class B common stock is entitled to ten (10) votes. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock.

For purposes of the proposal to adopt and approve the transaction agreement, the proposal to approve the charter amendment, the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment, the holders of a majority of the total voting power of our Class A common stock and Class B common stock, collectively, outstanding at the close of business on the record date, entitled to vote and present in person or represented by proxy at the special meeting, constitute a quorum. Abstentions are counted as present for the purpose of determining whether a quorum is present. Shares of our Class A common stock held in “street name” through a bank, brokerage firm or other nominee are not counted as present for the purpose of determining whether a quorum is present unless instructions have been provided by the beneficial owner to the applicable bank, brokerage firm or other nominee with respect to at least one proposal to be voted upon at the special meeting.

In the event that a quorum is not present at the special meeting, the special meeting may be adjourned or postponed to solicit additional proxies. Whether or not a quorum is present, approval of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Pursuant to the voting and support agreement, SunEdison and certain of its controlled affiliates have agreed to appear at the special meeting or otherwise cause all of their equity securities of the Company which any of them beneficially owns, from time to time, to be counted as present at the special meeting for purposes of calculating a quorum, and to vote or cause to be voted all such equity securities in favor of any such proposal to adjourn the special meeting. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of any such proposal to adjourn for such purpose, the presence of a quorum at the special meeting and the approval of any such proposal are assured.

Attendance

Only stockholders of record, their duly authorized proxy holders, beneficial stockholders with proof of ownership and our guests may attend the special meeting. If you are a record holder of shares of Class A common stock, please bring a valid photo identification to the special meeting. If your shares of our Class A common stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting valid photo identification and proof of your beneficial ownership of our Class A common stock. Acceptable proof could include an account statement showing that you owned shares of the Company’s Class A common stock on the record date, September 1, 2017. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder.

Vote Required

Adoption and approval of the transaction agreement requires both (i) the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of our Class A common stock entitled to vote thereon, excluding Brookfield Holdco, SunEdison, Inc. and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Exchange Act), and (ii) the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. Approval of the charter amendment requires the affirmative vote of holders of 66 2/3% of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, entitled to vote thereon. For the proposal to adopt and approve the transaction agreement and the proposal to approve the charter amendment, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will not be counted as votes cast in favor of the proposal to adopt and approve the transaction agreement or as votes cast in favor of the proposal to approve the charter amendment, but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, it will have the same effect as a vote “AGAINST” the proposal to adopt and approve the transaction agreement and a vote “AGAINST” the proposal to approve the charter amendment. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of adoption and approval of the transaction agreement and its vote in favor of approval of the charter amendment would be necessary to secure, respectively, stockholder adoption and approval of the transaction agreement and stockholder approval of the charter amendment. Pursuant to the voting and support agreement, SunEdison and certain of its controlled affiliates have agreed to vote or cause to be voted all equity securities of the Company which any of them beneficially owns, from time to time, in favor of the adoption and approval of the transaction agreement and the approval of the charter amendment. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of the adoption and approval of the transaction agreement and the approval of the charter amendment, the adoption and approval of the transaction agreement by the holders of a majority of the combined total voting power of our Class A common stock and Class B common stock and the approval of the charter amendment are assured. However, the

adoption and approval of the transaction agreement by the holders of a majority of the outstanding shares of Class A common stock entitled to vote thereon, excluding SunEdison, Brookfield Holdco and their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as defined in the Exchange Act), are not assured.

Approval, by non-binding advisory vote, of certain compensation arrangements for the Company’s named executive officers in connection with the merger and the other transactions contemplated by the transaction agreement requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of approval of the merger-related compensation would be necessary to secure stockholder approval thereof. For the proposal to approve the merger-related compensation, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you fail to submit a proxy or attend in person the special meeting, or if there are broker non-votes with respect to your shares of our common stock on the issue, as applicable, the shares of our common stock held by you will not be counted in respect of the proposal to approve the merger-related compensation. If you abstain, the shares of our common stock held by you or your broker will have the same effect as a vote “AGAINST” the proposal to approve the merger-related compensation.

Approval of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. For any proposal to adjourn the special meeting, if necessary or appropriate for such purpose, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you fail to submit a proxy or attend in person the special meeting, or if there are broker non-votes with respect to your shares of our common stock on the issue, as applicable, the shares of our common stock held by you will not be counted in respect of any such proposal to adjourn for such purpose. If you abstain, the shares of our common stock held by you or your broker will have the same effect as a vote “AGAINST” any such proposal to adjourn for such purpose. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of approval to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies would be necessary to secure stockholder approval of any such adjournment for such purpose. Pursuant to the voting and support agreement, SunEdison and certain of its controlled affiliates have agreed to vote or cause to be voted all equity securities of the Company which any of them beneficially owns, from time to time, in favor of any such proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of any such proposal to adjourn for such purpose, the approval of any such proposal is assured.

If your shares of our common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares of our common stock, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of our Class A common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of our Class A common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our Class A common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Banks, brokerage firms or other nominees who hold shares in street name for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposals to be considered at the special meeting, and, as a result, absent specific instructions from the beneficial owner of such shares of our Class A common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of our Class A common stock on non-routine matters. These shares of our Class A common stock held in “street name” through a bank,

brokerage firm or other nominee will not be counted for the purpose of determining whether a quorum is present unless instructions have been provided by the beneficial owner to the applicable bank, brokerage firm or other nominee with respect to at least one proposal to be voted upon at the special meeting, and, absent specific instructions from the beneficial owner, will have the same effect as a vote “AGAINST” the proposal to adopt and approve the transaction agreement and a vote “AGAINST” the proposal to approve the charter amendment and will not be counted in respect of the proposal to approve the merger-related compensation and in respect of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

IT IS IMPORTANT THAT YOU PROMPTLY VOTE YOUR SHARES OF OUR COMMON STOCK. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

As of September 1, 2017, the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 331,779 shares of our Class A common stock (not including any shares of our common stock deliverable upon vesting and conversion of any outstanding Company RSUs under the Company stock plan), representing approximately 0.4% of the outstanding shares of our Class A common stock, which represents approximately 0.0% of the combined total voting power of the holders of our Class A common stock and Class B common stock.

As of September 1, 2017, the record date, Brookfield and its affiliates beneficially owned and were entitled to vote, in the aggregate, 11,075,000 shares of our Class A common stock, representing approximately 12.0% of the outstanding shares of our Class A common stock, which represents 1.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock.

As of September 1, 2017, the record date, SunEdison and its affiliates beneficially owned and were entitled to vote, in the aggregate, 0 shares of our Class A common stock, representing 0% of the outstanding shares of our Class A common stock, and 48,202,310 shares of our Class B common stock, representing 100% of our outstanding shares of our Class B common stock, which collectively represents 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock.

If you are a stockholder of record, you may have your shares of our common stock voted on matters presented at the special meeting in any of the following ways:

If your shares of our Class A common stock are held in “street name” through a bank, brokerage firm or other nominee, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of our common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

Proxies and Revocation

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. If you choose to submit a proxy by mailing a proxy card, your proxy

card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with our Corporate Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. When the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the per share merger consideration in exchange for your stock certificates and properly completed forms of election.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of our common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” the proposal to adopt the transaction agreement, “FOR” the proposal to approve the charter amendment, “FOR” the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment.

If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of our common stock will not be voted on the proposal to adopt and approve the transaction agreement or the proposal to approve the charter amendment, which will have the same effect as a vote “AGAINST” the proposal to adopt and approve the transaction agreement and a vote “AGAINST” the proposal to approve the charter amendment, and your shares of our Class A common stock will not be counted in respect of the proposal to approve the merger-related compensation or any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be filed with the Secretary by the time the special meeting begins, or by attending the special meeting and voting in person. Written notice of revocation should be mailed to: 7550 Wisconsin Avenue, 9^th Floor, Bethesda, Maryland 20814, Attention: Secretary.

If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling toll-free at 1-800-322-2885 or collect at 212-929-5500. MacKenzie Partners, Inc. may also be contacted via email at proxy@mackenziepartners.com.

Adjournments

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment. Approval of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt and approve the transaction agreement or to approve the charter amendment requires the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of Class A common stock and Class B common stock, collectively, present in person or represented by proxy at the special meeting and entitled to vote thereon. SunEdison is the indirect holder of 100% of our Class B common stock and currently holds approximately 83.9% of the combined total voting power of the holders of our Class A common stock and Class B common stock. Because of SunEdison’s ownership of our Class B common stock, its vote in favor of approval to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies would be necessary to secure stockholder approval of any such adjournment for such purpose. Pursuant to the voting and support agreement, SunEdison and certain of its controlled affiliates have agreed to vote or cause to be voted all equity securities of the Company which any of them beneficially owns, from time to time, in favor of any such proposal. Accordingly, as long as the voting and support agreement remains in effect and SunEdison remains obligated under the terms thereof to vote in favor of any such proposal to adjourn for such purpose, the approval of any such proposal is assured. Any adjournment of the special meeting for the purpose of soliciting

additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay MacKenzie Partners, Inc. a fee of $17,500 and telephone charges. The Company has agreed to reimburse MacKenzie Partners, Inc. for certain fees and expenses and will also indemnify MacKenzie Partners, Inc., its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. The Company may also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling toll-free at 1-800-322-2885 or collect at 1-212-929-5500. You may also contact MacKenzie Partners, Inc. via email at proxy@mackenziepartners.com.

THE MERGER

This discussion of the merger is qualified in its entirety by reference to the transaction agreement, which is attached to this proxy statement as Annex A and incorporated herein by reference. You should read the entire transaction agreement carefully as it is the legal document that governs the merger.

The transaction agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger, and will continue to do business following the consummation of the merger. Immediately following the merger, Brookfield Holdco will hold a 51% interest in the surviving corporation, subject to the Brookfield Holdco equity adjustment. The Company will continue to be a publicly traded company following the consummation of the merger and will continue to file periodic reports with the SEC, on account of its Class A common stock. Concurrently with the consummation of the merger, Brookfield and certain of its affiliates will enter into certain sponsorship arrangements with the Company, as described more fully in “The Sponsorship” beginning on page 138.

Merger Consideration

If the transactions are completed, each holder of Class A common stock and each holder of Company restricted stock awards and Company RSUs outstanding immediately prior to the effective time of the merger will receive a special cash dividend in the amount of $1.94 per share of Class A common stock or Company restricted stock award held or share of Class A common stock into which such Company RSUs are exchangeable, which we refer to as the special dividend. In addition, if the transactions are completed, holders of shares of our Class A common stock issued and outstanding immediately prior to the effective time of the merger (other than excluded shares), including SunEdison, will be entitled, depending on each holder’s election, to either (i) receive $9.52 in cash or (ii) retain one share of Class A common stock of the surviving corporation in the merger, for each share of Class A common stock owned by such holder prior to the merger. Additionally, each Company restricted stock award outstanding immediately prior to the effective time of the merger will be converted into the right to receive the per share merger consideration, and each Company RSU outstanding immediately prior to the effective time of the merger will be converted into the right to receive the per share merger consideration in respect of each share of Class A common stock subject to such Company RSU.

The election of per share merger consideration by holders of Class A common stock is subject to proration based on the total number of shares electing each type of consideration to ensure that, immediately following the merger and subject to the Brookfield Holdco equity adjustment (as described below), stockholders other than Brookfield Holdco or any direct or indirect subsidiary of Brookfield Holdco will retain an aggregate number of shares of Class A common stock equal to 49% of the total shares of Class A common stock outstanding immediately prior to the effective time of the merger, calculated on a fully-diluted, as converted basis (which, for the avoidance of doubt, will include the SunEdison additional shares), meaning that stockholders that elect to receive the per share cash consideration in respect of all their shares may still retain a portion of their shares in the Company post-closing, and conversely, stockholders that elect to retain all their shares may still receive the per share cash consideration in respect of a portion of their shares. If a holder does not make an election, such holder will be deemed to have made an election for the per share stock consideration if the total number of shares for which holders have elected to receive the per share cash consideration exceeds the maximum set forth in the transaction agreement or an election for the per share cash consideration if the total number of shares for which holders have elected to receive the per share stock consideration exceeds the maximum set forth in the transaction agreement.

Background of the Merger

Overview of Principal Events Related to the Transaction Agreement with Brookfield

On March 6, 2017, following the unanimous recommendation of the conflicts committee, the members of the Company’s board of directors voting on the matter unanimously (i) determined that the merger was fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable the transaction agreement, the merger and the other transactions contemplated by the transaction agreement and resolved to recommend that the holders of shares of Class A common stock and Class B common stock adopt and approve the transaction agreement, the merger and the other transactions contemplated by the transaction agreement and (ii) directed that the transaction agreement be submitted to the holders of shares of Class A common stock and Class B common stock for their adoption and approval.

The recommendation of the Company’s board of directors marked the completion of a strategic review process that was initiated by the Company’s conflicts committee and board of directors in May 2016, which followed the development, beginning in January 2016, of a contingency plan for operation by the Company independent of SunEdison, as further discussed below.

Following the Company’s initial public offering in July 2014, the Company operated as a “yieldco” managed primarily by SunEdison. The Company has historically been highly dependent on SunEdison for important corporate, project and other services, including personnel (including all executive officers), management services and project-level asset management and operations and maintenance services.

Until November 2015, a majority of the members of the Company’s board of directors were SunEdison employees. However, effective as of November 20, 2015, the Company’s board of directors was reconstituted to consist of seven members, four of whom (including its Chairman, Mr. Peter Blackmore) were independent pursuant to Nasdaq’s independence standards. The remaining three members were SunEdison’s then Chief Executive Officer, Mr. Ahmad Chatila, SunEdison’s then Chief Financial Officer and the Company’s then President and Chief Executive Officer, Mr. Brian Wuebbels, and SunEdison’s General Counsel, Mr. Martin Truong. Three of the four independent (pursuant to Nasdaq’s independence standards) directors, Mr. Blackmore, Mr. John F. “Jack” Stark and Mr. Christopher Compton, constituted the conflicts committee. Mr. Blackmore served as chair of the conflicts committee. The remaining independent (pursuant to Nasdaq’s independence standards) director was Mr. Hanif “Wally” Dahya. The same individuals served in the same roles on Global’s board of directors and the Corporate Governance and Conflicts Committee of Global, which we refer to as Global’s conflicts committee.

After SunEdison became financially distressed (before ultimately filing for bankruptcy protection pursuant to Chapter 11 of the U.S. Bankruptcy Code on April 21, 2016), the Company, in January 2016, at the direction of the conflicts committee and relying mainly on the SunEdison employees dedicated to the Company’s legal, operational and financial reporting functions, began developing a contingency plan, which we refer to as the contingency plan, to transition from the Company’s operational dependence on SunEdison. This plan included the retention of advisors and consultants, an assessment of the services provided to the Company by SunEdison that might need to be replaced in the event SunEdison ceased to provide those services, the adoption of a retention plan for certain employees of SunEdison providing services to the Company, and actions to facilitate the preparation of the Company’s financial statements and the completion of independent audits of those financial statements. The goal was to minimize disruptions to, and the impact of increased costs on, the Company’s business and operations and to preserve stockholder value.

In February 2016, each of the Company and Global retained AlixPartners, LLP, which we refer to as AlixPartners, to assist with developing the contingency plan described above and to advise the Company on a wide range of consulting, planning and operational functions necessary to counteract the impact of a potential SunEdison bankruptcy on the Company and to preserve the Company’s business. Also at this time, members of management of the Company and of Global contacted representatives of Centerview, which had been previously engaged as financial advisor to the conflicts committee with respect to a separate ongoing acquisition in which the Company was involved and which was unrelated to the contingency plan, regarding a potential engagement of Centerview as a financial advisor to the Company and Global to assist on matters associated with the potential restructuring of SunEdison and other matters.

On March 7, 2016, the conflicts committee and Centerview executed an engagement letter, whereby the conflicts committee retained Centerview as financial advisor to assist on matters associated with the potential restructuring of SunEdison and other unrelated matters. As further discussed below, this engagement letter was superseded by a subsequent engagement letter executed by the Company, the conflicts committee, TerraForm Power, LLC (the Company’s operating subsidiary), the conflicts committee of TerraForm Power, LLC and Centerview on July 20, 2016.

In deciding to hire the same advisors for the Company and Global, the Company’s board of directors, Global’s board of directors, the conflicts committee and Global’s conflicts committee (at that time, the individuals serving on the two boards and on the two conflicts committees were identical, as described above) considered and discussed the substantial overlapping and similar issues for the Company and Global, the fact that

there were no substantial transactions between the Company and Global that could give rise to potential conflicts of interest, the fact that each of the Company and Global had its own separate general counsel and the Company’s ability to retain additional advisors if conflicts arose in the future.

On March 25, 2016, the Company’s board of directors held a joint meeting with Global’s board of directors to discuss the implications and risks of a potential SunEdison bankruptcy for the Company, the process for completion and audit of the Company’s financial statements and the status of the Company’s contingency plan. Members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview, Greenberg Traurig, LLP (which we refer to as Greenberg Traurig), independent legal advisor to the conflicts committee and Global’s conflicts committee, Sullivan & Cromwell LLP (which we refer to as Sullivan & Cromwell), the Company’s and Global’s legal advisor, and Wilmer Cutler Pickering Hale and Dorr LLP (which we refer to as WilmerHale), the Company’s and Global’s main litigation counsel, were present. Following a discussion of the actions that SunEdison might take or fail to take during its financial distress, the resulting disruption to the Company’s operations and related concerns, the Company’s board of directors approved resolutions authorizing the conflicts committee to evaluate and act affirmatively with respect to matters involving or substantially relating to SunEdison in connection with a potential SunEdison bankruptcy, including taking actions to protect the Company’s contractual and other rights and to preserve the value of the Company and its assets.

Each joint meeting involving the Company’s board of directors and Global’s board of directors, such as the March 25, 2016 joint meeting and the joint meetings described below, and each joint meeting involving the conflicts committee and Global’s conflicts committee, was held jointly for information sharing purposes only. Decisions made at each such joint meeting by the Company’s board of directors or the conflicts committee were made solely with respect to, and taking into account the specific circumstances of, the Company.

On March 30, 2016, Mr. Wuebbels resigned as President and Chief Executive Officer of the Company and as a director of the Company. In his place, the Company’s board of directors appointed as a director of the Company Mr. Ilan Daskal, who had been named as the designee to replace Mr. Wuebbels as Chief Financial Officer of SunEdison and whose appointment had been proposed by SunEdison. Also on March 30, 2016, the Company’s board of directors established an office of the Chairman consisting of the directors who satisfied Nasdaq’s independence standards at the time, which was to be led by the Company’s Chairman, Mr. Blackmore. That office of the Chairman was subsequently abolished effective April 21, 2016, on which date Mr. Blackmore was appointed as Chairman and Interim Chief Executive Officer of the Company. Also on March 30, 2016, Mr. Blackmore resigned from the conflicts committee, Mr. Dahya was appointed to the conflicts committee, and Mr. Stark was designated as the conflicts committee’s chair.

Also on April 21, 2016, SunEdison and certain of its affiliates (but not the Company or Global) filed for bankruptcy protection pursuant to Chapter 11 of the U.S. Bankruptcy Code, which we refer to as the SunEdison bankruptcy.

On April 30, 2016, in response to the SunEdison bankruptcy, Brookfield sent a letter to Mr. Chatila, then the Chief Executive Officer of SunEdison and a member of its board of directors and also a director of the Company, offering to acquire all of SunEdison’s interests in the Company for an anticipated offer price of $11.00 per share of Class A common stock. The offer was subject to 48 hours of due diligence by Brookfield and assumed that SunEdison would convert its shares of the Company’s Class B common stock and its Class B units in TerraForm Power, LLC, into shares of the Company’s Class A common stock comprising a non-controlling interest in the Company, and would then transfer these shares of Class A common stock to Brookfield, together with all IDRs held by SunEdison in TerraForm Power, LLC. SunEdison did not share this offer with the Company.

In May 2016, the Company’s conflicts committee and board of directors commenced a strategic review process, which was initiated to preserve and protect stockholder value in light of the disruption caused by the SunEdison bankruptcy. The conflicts committee, given the potentially conflicting interests between SunEdison, on the one hand, and the Company’s stockholders other than SunEdison and its affiliates (which we refer to as the Company’s public stockholders), on the other hand, undertook oversight of the strategic review process, with a mandate to be guided by consideration of the best interests of all of the Company’s stockholders and to ensure that all interactions with SunEdison were conducted on an arm’s-length basis. Throughout the strategic review process, all decisions with respect to any strategic transaction, including the proposed transaction with

Brookfield, were made following a determination that the decision would be in the best interests of all of the Company’s stockholders and with the consent of a majority of the directors who satisfy Nasdaq’s independence standards. Moreover, in February 2017, as discussed in greater detail below, the conflicts committee was reconstituted to be comprised entirely of directors who satisfy Nasdaq’s independence standards and who have no ties to SunEdison or Global, in order to ensure that all decisions made by the conflicts committee with respect to any strategic transaction involving the Company, including the proposed sponsorship transaction with Sponsor, would be made in the best interests of all of the Company’s stockholders by directors who had no ties to SunEdison or Global (which had undertaken its own strategic review process).

As part of the strategic review process, at the direction of the conflicts committee, management of the Company began developing, with the assistance of its advisors, a business plan for the Company to operate independently of SunEdison (or any other sponsor). The business planning process addressed multiple areas, including growth prospects, dividend targets, organizational design, investment strategy, capital structure, competitive position, project operations and corporate costs. The Company also continued to assess the consequences of the SunEdison bankruptcy, including the nature and amount of potential legal claims the Company may have against SunEdison, and potential claims SunEdison may have against the Company, and evaluated whether it would be in the best interests of all Company stockholders to cooperate with SunEdison if SunEdison sought to sell its interests in the Company.

In early May 2016, Mr. Sachin Shah, Senior Managing Partner of Brookfield, held discussions with a representative of Centerview and a representative of Rothschild Inc. (which we refer to as Rothschild), financial advisor to SunEdison, regarding the possibility of engaging with SunEdison on a potential transaction involving Brookfield, the Company and Global. Following these discussions, on May 10, 2016, Brookfield sent a letter to John Dubel, Chief Restructuring Officer of SunEdison, which set forth an offer, subject to due diligence, to acquire 100% of SunEdison’s interests in both the Company and Global (including all IDRs held by SunEdison in both TerraForm Power, LLC and Global’s operating subsidiary, TerraForm Global, LLC) for $11.75 per share of the Company’s Class A common stock and $2.40 per share of Global’s Class A common stock. Brookfield’s offer was subject to satisfactory due diligence by Brookfield and assumed that SunEdison would convert its shares of Class B common stock in each of the Company and Global and its Class B units in each of TerraForm Power, LLC and TerraForm Global, LLC into shares of Class A common stock of each company, which, in the case of the Company, would comprise a noncontrolling interest, and would then transfer these shares of Class A common stock to Brookfield, together with all IDRs held by SunEdison in TerraForm Power, LLC and TerraForm Global, LLC. In addition, if a sale of SunEdison’s interests in the Company was to be effected through an auction conducted by the bankruptcy court, Brookfield’s offer was also conditioned on Brookfield being approved as the “stalking horse bidder” in the auction, consummation of a sale within 90 days of acceptance of Brookfield’s offer, and sales procedures that would provide Brookfield with a matching right for competing bids and a topping fee of 25% of the increase in value generated if a competing bid was accepted by the Company. SunEdison did not share this offer with the Company.

Throughout the remainder of May 2016, representatives of the Company, SunEdison, Centerview and Rothschild held numerous discussions with parties who expressed an interest in a potential transaction involving the Company or SunEdison’s interests in the Company. There were discussions between one or more representatives of the Company, SunEdison, Centerview and Rothschild, on the one hand, and representatives of Brookfield, on the other hand, regarding Brookfield’s interest in such a transaction. Representatives of Brookfield also had separate discussions with representatives of certain of SunEdison’s second lien creditor constituents, which we refer to as the 2L holders, regarding such a potential transaction.

On May 25, 2016, the conflicts committee and Global’s conflicts committee held a joint meeting to discuss the process for a potential sale by SunEdison of the shares it held in the Company and Global. Mr. Blackmore, a member of management of Global and representatives of AlixPartners, Centerview, Greenberg Traurig and Sullivan & Cromwell were present. A representative of Centerview reviewed sale procedures designed by Centerview and AlixPartners to protect the Company’s interests in such a sale, including the use of its confidential information.

On May 26, 2016, at the direction of the conflicts committee, representatives of the Company sent a letter to representatives of SunEdison informing SunEdison that, absent prior approval from the Company, the Company’s non-public information in SunEdison’s possession could only be used to provide services to the Company and could not be disclosed to any third parties, including in connection with a potential sale of SunEdison’s equity interests in the Company.

Also on May 26, 2016, Mr. Chatila resigned from his position as a director of the Company. In his place, the Company’s board of directors appointed as a director of the Company Mr. David Ringhofer, an employee of SunEdison. The appointment of Mr. Ringhofer had been proposed by SunEdison.

Beginning in early June 2016, representatives of the Company and SunEdison held discussions with representatives of Brookfield on a number of occasions regarding the Company’s strategic review process and Brookfield’s interest in participating in that process, including the possibility of Brookfield signing a confidentiality agreement and a virtual data room being opened in order to allow Brookfield to conduct due diligence on the Company.

As part of its oversight of the strategic review process, the conflicts committee also supervised the engagement of additional advisors, including a review of their qualifications and potential conflicts of interest. Following interviews with several potential financial advisors and a discussion with members of management of the Company and representatives of Greenberg Traurig and Sullivan & Cromwell at a joint meeting held by the conflicts committee and Global’s conflicts committee on June 1, 2016 at which Mr. Blackmore, other members of management of the Company, members of management of Global and representatives of AlixPartners, Greenberg Traurig and Sullivan & Cromwell were present, the conflicts committee directed management of the Company to negotiate a new engagement with Centerview to serve as financial advisor to the Company in connection with the strategic review process (as discussed below, the Company, the conflicts committee, TerraForm Power, LLC, the conflicts committee of TerraForm Power, LLC and Centerview executed the engagement letter related to this engagement on July 20, 2016). At this time, Global’s conflicts committee directed the management of Global to negotiate a separate engagement with Centerview to serve as financial advisor to Global in connection with its strategic review process. In addition, the conflicts committee directed management of the Company to negotiate an engagement with Morgan Stanley & Co. LLC, which we refer to as Morgan Stanley, to serve as an independent financial advisor solely to the conflicts committee, the Company, TerraForm Power, LLC and the conflicts committee of TerraForm Power, LLC (the constitution of which is further described below), and not to Global (as discussed below, the Company, TerraForm Power, LLC and Morgan Stanley executed the engagement letter related to this engagement on July 6, 2016).

Also at the June 1, 2016 joint meeting of the conflicts committee and Global’s conflicts committee, representatives of Sullivan & Cromwell discussed with the independent directors (pursuant to Nasdaq’s independence standards) of each of the Company and Global their fiduciary duties under Delaware law generally and in the context of transactions involving or relating to SunEdison, including a potential sale by SunEdison of the shares it held in the Company and Global. Representatives of Sullivan & Cromwell also reviewed the corporate and governance structure of the Company and, jointly with management of the Company, presented the terms of a proposed amendment to the limited liability company agreement of TerraForm Power, LLC pursuant to which, until the first annual meeting of stockholders of the Company held after December 31, 2016, a conflicts committee comprised solely of directors who satisfy Nasdaq’s independence standards would be given the exclusive power to manage and control business decisions relating to or involving conflicts of interest with SunEdison and any of its affiliates without being able to be removed by SunEdison. Following discussion, the conflicts committee approved the amendment to the TerraForm Power, LLC limited liability company agreement, which was disclosed in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (which we refer to as the SEC) on June 2, 2016.

Throughout the strategic review process, from time to time, members of management of the Company and various other representatives of the Company, including representatives of Sullivan & Cromwell, Centerview and Morgan Stanley, met with representatives of SunEdison, including Rothschild, Skadden, Arps, Slate, Meagher & Flom LLP (which we refer to as Skadden), legal advisor to SunEdison, and representatives of certain of the secured creditors of SunEdison in the SunEdison bankruptcy, including J.P. Morgan Securities LLC (which we refer to as J.P. Morgan) and Houlihan Lokey (which we refer to as Houlihan Lokey), financial advisors to the 2L holders, Akin Gump Strauss Hauer & Feld LLP (which we refer to as Akin Gump), legal advisor to the 2L holders, BRG Capstone, financial advisor to SunEdison’s first lien creditors, and White & Case LLP and Latham

& Watkins LLP, legal advisors to the first lien creditors. The purpose of these meetings was to discuss, among other matters, a strategic review process that could involve the sale of SunEdison’s interests in the Company. The Company understood that certain secured creditors may have approval rights with respect to such transactions under the terms of SunEdison’s debtor-in-possession financing arrangements and related bankruptcy court orders.

On June 22, 2016, the conflicts committee held a joint meeting with Global’s conflicts committee to discuss the strategic review processes being undertaken by the Company and Global, including the potential sale of SunEdison’s interests in the Company and Global and a potential strategic alternatives process that could include a sale of the Company and Global or potential sponsorship for each of the Company or Global, in which a new sponsor would replace SunEdison. Mr. Blackmore, other members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview, Greenberg Traurig and Sullivan & Cromwell were present. A representative of Sullivan & Cromwell discussed with the members of the conflicts committee the fiduciary duties of directors of the Company in connection with such a potential strategic alternatives process involving the Company. Following discussion, the conflicts committee determined that the Company’s cooperation with SunEdison in its efforts to sell its interests in the Company should be conditioned upon SunEdison’s agreement to engage cooperatively with the Company pursuant to a mutually agreed process. At all times, the Company consistently asserted that SunEdison had no right to transfer its Class B common stock in the Company or its Class B units in TerraForm Power, LLC to a third party or to convert such stock and units into transferable Class A common stock without the consent of the Company, which SunEdison at all times and consistently disputed.

On June 24, 2016, Mr. Daskal resigned from his position as a director of the Company, and Mr. Gregory Scallen, an employee of SunEdison, was appointed as an observer of the Company’s board of directors. On that day, the Company’s board of directors also approved Mr. Scallen to become a director of the Company on July 24, 2016. SunEdison had proposed that Mr. Scallen be appointed as a director of the Company as of July 24, 2016, and be granted observer rights on the Company’s board of directors in the interim period.

On June 29, 2016, Brookfield filed a Schedule 13D with the SEC in which it disclosed that certain of its affiliates (including one of its hedge fund affiliates) had acquired beneficial ownership of a 12.13% interest in the outstanding shares of the Company’s Class A common stock (as of April 21, 2016, based on information provided by SunEdison in connection with its bankruptcy filing), and also had economic exposure to additional shares of the Company’s Class A common stock as a result of certain cash settled swap arrangements that were concurrently disclosed, for an aggregate economic exposure of approximately 24.82% of the Company’s then outstanding Class A common stock. Brookfield also disclosed that it may make public or private proposals relating to the acquisition of all or a portion of the outstanding equity of the Company that it and such affiliates did not beneficially own.

On June 30, 2016, Brookfield Holdco filed a premerger notification and report form, required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules promulgated thereunder, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice. Brookfield Holdco’s request for early termination of the applicable waiting period was granted on July 22, 2016.

In late June and early July 2016, following Brookfield’s Schedule 13D filing, representatives of the Company held discussions with representatives of Brookfield on a number of occasions regarding Brookfield’s interest in a potential transaction involving the Company or the shares of the Company held by SunEdison. Representatives of the Company indicated that the Company could provide access to a virtual data room to allow Brookfield to conduct due diligence on the Company, but that such access would be conditioned on Brookfield’s entering into a confidentiality agreement with the Company, which Brookfield indicated it was not willing to do at that time.

Also on June 30, 2016, the Company’s board of directors held a joint meeting with Global’s board of directors. Members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview and Sullivan & Cromwell were present. On the recommendation of the conflicts committee, the Company’s board of directors resolved to engage Centerview as financial advisor to the Company, TerraForm Power, LLC, the conflicts committee and the conflicts committee of TerraForm Power LLC, and to engage Morgan Stanley as financial advisor to the Company and TerraForm Power LLC. Global’s board of directors, on the recommendation of Global’s conflicts committee, separately resolved to engage

Centerview as financial advisor to Global, TerraForm Global, LLC, Global’s conflicts committee and the conflicts committee of TerraForm Global, LLC, and to engage Greentech Capital Advisors Securities, LLC, which we refer to as Greentech, as financial advisor to Global and TerraForm Global, LLC.

On July 1, 2016, at a joint meeting of the conflicts committee and Global’s conflicts committee at which Mr. Blackmore, a member of management of Global and representatives of AlixPartners, Greenberg Traurig and Sullivan & Cromwell were present, the conflicts committee approved the engagement letter for Centerview with the Company, TerraForm Power, LLC, the conflicts committee and the conflicts committee of TerraForm Power, LLC, and the engagement letter for Morgan Stanley with the Company and TerraForm Power, LLC. In light of the notice of Brookfield’s share acquisition, the conflicts committee also discussed whether it would be advisable for the Company to adopt a stockholder rights plan in order to enable the conflicts committee to maximize value for the Company’s public stockholders in connection with Brookfield’s publicly announced intention to acquire majority control of the Company.

At a series of meetings held in July 2016, the Company’s conflicts committee and board of directors each further considered and discussed with management of the Company and their legal and financial advisors the advantages and drawbacks of adopting a stockholder rights plan in order to prevent potential bidders, including Brookfield, from acquiring control of the Company without paying fair value to the Company’s stockholders, to encourage Brookfield (or any other potential acquirer) to negotiate directly with the conflicts committee in connection with a potential transaction and to deter future acquisitions of shares by Brookfield that might adversely affect the willingness of other potential bidders to consider strategic transactions with the Company. Representatives of Sullivan & Cromwell prepared a stockholder protection rights agreement, drafts of which were reviewed by the conflicts committee and the board of directors. Representatives of the Company also conferred with representatives of SunEdison concerning the possible terms of such a rights plan.

On July 6, 2016, the Company, TerraForm Power, LLC and Morgan Stanley executed the engagement letter for Morgan Stanley.

On July 20, 2016, the Company, TerraForm Power, LLC, the conflicts committee, the conflicts committee of TerraForm Power, LLC and Centerview executed the engagement letter for Centerview, which superseded the engagement letter which had been executed by the conflicts committee and Centerview on March 7, 2016.

On July 22, 2016, Brookfield filed an amendment to its Schedule 13D to report that it had entered into a letter agreement and formed a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Appaloosa LP and certain of its affiliates (which we refer to collectively as Appaloosa) with respect to the Company’s shares of Class A common stock. The amendment disclosed that Brookfield, its affiliates and Appaloosa together beneficially owned approximately 22% of the then issued and outstanding shares of the Company’s Class A common stock and that Brookfield, its affiliates and Appaloosa intended to act as joint bidders for SunEdison’s interests in the Company. As discussed below, the letter agreement between Brookfield and Appaloosa expired in accordance with its terms on January 18, 2017.

At a joint meeting of the Company’s board of directors and Global’s board of directors held on July 24, 2016 at which members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview and Sullivan & Cromwell were present, representatives of Sullivan & Cromwell summarized the terms of a draft stockholder protection rights agreement. After discussion, acting by written resolutions dated July 24, 2016, the Company’s board of directors, following the recommendation of the conflicts committee, approved the proposed stockholder protection rights agreement, which was disclosed in the Company’s current report on Form 8-K filed with the SEC on July 25, 2016.

On July 24, 2016, Mr. Scallen became a director of the Company.

On July 25, 2016, the Company also publicly disclosed that it, Global and SunEdison were working together to explore potential value creating options for SunEdison’s interests in the Company and Global. Thereafter, the Company, Global and SunEdison reached agreement on a jointly managed process for the sale of SunEdison’s interests in the Company and Global and the process for providing due diligence information to potentially interested parties, as discussed below.

Also on July 25, 2016, Brookfield sent a letter to the independent directors of the Company and Mr. Dubel, Chief Executive Officer and Chief Restructuring Officer of SunEdison, regarding Brookfield’s interest in exploring various alternatives to replace SunEdison as sponsor for the Company or a broader transaction for all of the outstanding shares of the Company.

During July and August 2016, management of the Company, with the assistance of Centerview and Morgan Stanley, began to evaluate a business plan predicated on stabilizing the business without acquisitions and another business plan predicated on growing the business through third party acquisitions (such business plans we refer to collectively as the stand-alone plan).

At a series of joint meetings of the conflicts committee and Global’s conflicts committee held in July and August 2016, the conflicts committee met with the financial and legal advisors to review the stand-alone plan developed by management of the Company and the other strategic alternatives available to the Company, with a view towards determining whether it was advisable to pursue such a plan or to pursue a strategic alternatives process which could lead to a whole-company sale or the selection of a new sponsor to facilitate the Company’s growth. The Company’s financial advisors discussed certain financial implications of the stand-alone plan, and the Company’s resulting competitive position in the relevant markets for renewable energy assets. The conflicts committee also discussed the advantages and drawbacks of selling the Company, the risks associated with executing the stand-alone plan and the potential implications to the Company’s public stockholders of a sale of only SunEdison’s interests in the Company. In addition, on August 11, 2016, at a joint meeting of the conflicts committee and Global’s conflicts committee at which Mr. Blackmore, other members of management of the Company, a member of management of Global and representatives of AlixPartners, Centerview, Morgan Stanley, Greenberg Traurig and Sullivan & Cromwell were present, Morgan Stanley presented its preliminary valuation analysis of the Company under several stand-alone scenarios. On August 22, 2016, at a joint meeting of the conflicts committee and Global’s conflicts committee at which Mr. Blackmore, another member of management of the Company and representatives of Centerview, Greenberg Traurig and Sullivan & Cromwell were present, Centerview presented its preliminary valuation analysis of the Company under several stand-alone scenarios.

Also during July and August 2016, representatives of Sullivan & Cromwell, Centerview and Morgan Stanley had a number of discussions and meetings with representatives of SunEdison, including representatives of Rothschild and Skadden, and representatives of SunEdison’s creditors regarding the possibility of conducting a jointly managed process for the sale of SunEdison’s interests in the Company.

Also, on a number of occasions during late July and August 2016, representatives of the Company, SunEdison, SunEdison’s creditors and their respective advisors held discussions with representatives of Brookfield regarding a potential process for the sale of SunEdison’s interests in the Company and Global, Brookfield’s interest in participating in such a process, the possibility of confidential information being provided to Brookfield in a virtual data room to enable Brookfield to conduct due diligence on the Company, and Brookfield’s willingness to sign a confidentiality agreement with the Company.

In August 2016, the Company, Global and SunEdison launched a mutually agreed process for the sale of SunEdison’s interests in the Company and Global, which commenced with outreach by Centerview, Morgan Stanley, Greentech (in its capacity as financial advisor to Global) and Rothschild to approximately 160 potential acquirors of SunEdison’s interests in the Company or Global. Parties contacted by Greentech that were interested in a transaction involving the Company were referred to Centerview and Morgan Stanley. At this time, the Company’s conflicts committee and board of directors deferred a decision on whether to pursue a sale of the entire Company or a sponsorship transaction.

On August 10, 2016, representatives of Cravath, Swaine & Moore, LLP (which we refer to as Cravath), legal advisor to Brookfield, sent a letter to representatives of Sullivan & Cromwell objecting to and requesting that the independent directors of the Company amend certain terms of the stockholder protection rights agreement adopted by the Company on July 24, 2016.

On August 11, 2016, representatives of Centerview sent a draft confidentiality agreement to Brookfield. Between August and December 2016, representatives of Brookfield and Cravath negotiated the terms of the confidentiality agreement with representatives of the Company, Centerview and Sullivan & Cromwell on a number of occasions. The parties were unable to reach an agreement until December 2016 due in significant part to the parties’ disagreements over the terms of the proposed standstill provision in the confidentiality agreement and the triggers for the termination thereof.

On August 29, 2016, representatives of Sullivan & Cromwell sent a letter to representatives of Cravath in response to Cravath’s letter of August 10, 2016, indicating that the stockholder protection rights agreement was adopted after careful, informed consideration by the Company’s conflicts committee and board of directors and declining to amend certain terms of the stockholder protection rights agreement as requested by Brookfield.

On August 30, 2016, Mr. Truong resigned from his position as a director of the Company. In his place, the Company’s board of directors appointed as a director of the Company Mr. David Springer, an employee of SunEdison. The appointment of Mr. Springer had been proposed by SunEdison.

At a series of joint meetings of the Company’s board of directors and Global’s board of directors and the conflicts committee and Global’s conflicts committee held in September 2016, the Company’s conflicts committee and board of directors each discussed with their financial and legal advisors the merits of expanding the collaborative process that had been agreed upon with SunEdison for the sale of its interests in the Company to encompass other strategic alternatives, including transactions to secure a new sponsor for or a sale of the Company, as well as considerations in connection with pursuing comprehensive settlement agreements (which, in the case of the Company, we refer to as the settlement agreement) that would resolve all or most potential claims between the Company and Global, on the one hand, and SunEdison, on the other hand. Because of the potential magnitude of these claims, it was not believed that any potential sponsor or acquirer would be willing to enter into a strategic transaction with either company while the relevant potential claims remained unresolved. The resolution of these potential claims was therefore viewed as a prerequisite for any strategic transaction involving the Company or SunEdison’s interests in the Company.

On September 11, 2016, the conflicts committee held a joint meeting with Global’s conflicts committee. Mr. Blackmore, other members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview, Greenberg Traurig and Sullivan & Cromwell were present. A representative of Centerview reported on recent discussions between the Company’s and Global’s financial and legal advisors and SunEdison and its financial and legal advisors regarding the advisability and timing of expanding the ongoing process for the sale of SunEdison’s interests in the Company and Global to include potential strategic transactions involving each of the Company and Global, including transactions to secure new sponsors for or sales of the Company and Global. Following extensive discussion, the conflicts committee adopted a resolution authorizing management of the Company and the Company’s financial and legal advisors to commence a strategic alternatives process for a potential sale or sponsorship transaction with respect to the Company and recommended that the Company’s board of directors approve and ratify the conflicts committee’s determination to initiate such process.

On September 14, 2016, members of management of the Company and of Global and representatives of Centerview, Morgan Stanley, Greentech (in its capacity as financial advisor to Global) and Sullivan & Cromwell met with members of management of SunEdison, representatives of Rothschild and Skadden and representatives of SunEdison’s secured creditors to discuss their positions with respect to the timing and process for a potential strategic transaction involving the Company, including transactions to secure a new sponsor for or a sale of the Company.

Also on September 14, 2016, members of management of the Company and of Global and representatives of Sullivan & Cromwell again met with members of management of SunEdison, representatives of Skadden and, separately, representatives of Houlihan Lokey, Akin Gump and the Official Committee of Unsecured Creditors to discuss a path for potential settlements of the potential claims of the Company and Global against SunEdison, as well as SunEdison’s potential claims against the Company and Global.

On September 16, 2016, the Company’s board of directors held a joint meeting with Global’s board of directors. Members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview and Sullivan & Cromwell were present. The Company’s board of directors discussed expanding the ongoing process for the sale of SunEdison’s interests in the Company to include potential strategic transactions involving the Company, including transactions to secure a new sponsor for or a sale of the Company. Following the recommendation of the conflicts committee, the Company’s board of directors determined to commence a strategic alternatives process for a sponsorship transaction or whole-company acquisition transaction with respect to the Company in collaboration with SunEdison, as the Company’s conflicts committee and board of directors believed that collaborating with SunEdison on an arm’s-length basis would offer a number of advantages that were more likely to permit the Company to maximize value for its public stockholders, as

compared to the advantages offered by a separate process or a delayed process, particularly in light of SunEdison’s voting power due to its ownership of shares of Class B common stock and the need to obtain the approval of the bankruptcy court for any SunEdison voting decision regarding a strategic transaction. The directors of the Company who were employees of SunEdison abstained from voting on the motion to approve the start of a strategic alternatives process.

On September 19, 2016, the Company publicly announced that the Company’s board of directors, on the recommendation of the conflicts committee, had determined to initiate a process to explore and evaluate potential strategic alternatives to maximize stockholder value, including transactions to secure a new sponsor for or a sale of the Company, and that the Company had notified SunEdison that the conflicts committee was prepared to enter into discussions with SunEdison and/or its stakeholders to settle potential intercompany claims and defenses between the Company and SunEdison on a schedule consistent with the pursuit of strategic alternatives by the Company.

On September 22, 2016, the conflicts committee held a joint meeting with Global’s conflicts committee. Mr. Blackmore, other members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview, Morgan Stanley, Greentech, Greenberg Traurig and Sullivan & Cromwell were present. The conflicts committee was updated regarding the current status of the strategic alternatives process and discussions with SunEdison concerning settlement of each party’s potential claims. After discussion, the conflicts committee directed management of the Company to work with its legal advisors to prepare a settlement proposal for SunEdison and to file proofs of claims with respect to the Company’s various potential claims against SunEdison with the bankruptcy court.

On September 23, 2016, the Company filed its initial proofs of claims in the SunEdison Bankruptcy. On September 26, 2016, after a review process involving external counsel as well as management, the Company made available to certain representatives of secured and unsecured creditors of SunEdison information about the Company’s potential claims and defenses against SunEdison.

On October 7, 2016, the Company amended its initial proof of claims in the SunEdison bankruptcy. The amended proof of claims asserted administrative and unsecured claims estimated to be in excess of $1.0 billion, including, among other things, claims for damages relating to the alleged breach of SunEdison’s obligations under the sponsorship arrangement and other agreements entered into between the Company and SunEdison at the time of the Company’s initial public offering; contribution and indemnification claims arising from litigation; claims relating to SunEdison’s alleged breach of fiduciary, agency and other duties; and claims for interference with and disruption of the business of the Company and its subsidiaries, including the loss of business opportunities, loss of business records, failure to provide timely audited financials and the increased cost of financing and commercial arrangements.

Through October 2016, 96 parties were contacted regarding their potential interest in a strategic transaction involving a sponsorship transaction or a whole-company acquisition transaction with the Company. A number of these 96 parties were among the parties contacted since August 2016 in connection with the process for the sale of SunEdison’s interests in the Company, but some were contacted after the Company commenced its strategic alternatives process in September 2016 to explore a sale or sponsorship transaction with respect to the Company. Of these 96 parties, 35 parties entered into confidentiality agreements with the Company. Parties that executed confidentiality agreements received a confidential information memorandum, a financial model and a bid process letter providing a deadline of October 21, 2016 for the submission of first round bids.

Between October 21 and October 23, 2016, eight parties, including three strategic bidders and five financial bidders, submitted preliminary, non-binding indications of interest for a transaction involving the Company. We refer to the first round bidders as Party A (a consortium ultimately comprised of two bidders), Party B, Party C, Party D, Party E, Party F, Party G and Party H. Party D submitted a first round bid based on public information only, without signing a confidentiality agreement. Party A, Party F and Party G were interested primarily in a whole-company acquisition transaction. Party B, Party D, Party E and Party H were interested primarily in a sponsorship transaction. Party C was interested in acquiring selected assets of the Company.

On October 26, 2016, the conflicts committee met. Messrs. Mark Lerdal and Fred Boyle (as independent directors of Global), Mr. Blackmore, other members of management of the Company, a member of management of Global and representatives of AlixPartners, Centerview, Morgan Stanley, Greenberg Traurig and Sullivan & Cromwell were present. Representatives of Centerview and Morgan Stanley reviewed with the conflicts

committee certain key terms of the eight preliminary, non-binding indications of interest that had been submitted, including proposed equity value, transaction structure, due diligence requirements, anticipated timeline to completion and other key terms as well as views expressed by SunEdison and some of its creditor constituents on how best to proceed. Members of the conflicts committee authorized the Company’s financial advisors to invite five bidders (including Party D, subject to its execution of a satisfactory confidentiality agreement) to the next round of the strategic alternatives process. Party C, Party E and Party G were not invited to the next round because the conflicts committee concluded, after consultation with representatives of Morgan Stanley, Centerview, Greenberg Traurig and Sullivan & Cromwell, that their preliminary indications of interest did not offer sufficient value to the stockholders of the Company and were unlikely to be able to be materially improved by further participation in the process. During the second round of the strategic alternatives process, the bidders would be provided access to a virtual data room and a management presentation.

Also on October 26, 2016, an additional non-binding indication of interest was received from a new financial bidder, Party I, increasing the number of first round bids to nine. Party I was interested primarily in a sponsorship transaction.

Later on October 26, 2016, the Company’s board of directors held a joint meeting with Global’s board of directors. Members of management of the Company, members of management of Global and representatives of AlixPartners, Centerview, Morgan Stanley, Greentech, Greenberg Traurig and Sullivan & Cromwell were present. Representatives of Centerview and Morgan Stanley reviewed with the Company’s board of directors certain key terms of the nine preliminary, non-binding indications of interest that had been submitted, including proposed equity value, transaction structure, due diligence requirements, anticipated timeline to completion and other key terms as well as views expressed by SunEdison and some of its creditor constituents on how best to proceed, and informed the Company’s board of directors of the conflicts committee’s determination to invite five bidders to the next round of the strategic alternatives process.

On October 27, 2016, an additional non-binding indication of interest was received from a new financial bidder, Party J, increasing the number of first round bids to ten. On October 31, 2016, Party J, which was interested primarily in a whole-company acquisition transaction, supplemented its non-binding indication of interest.

At the direction of the conflicts committee, Party I and Party J were invited by representatives of Centerview and Morgan Stanley to proceed to the second round of the process. At this time, five parties proceeded to the second round of bidding: the consortium led by Party A, Party B, Party H, Party I and Party J. Party F withdrew from the process, citing that it did not expect to be in a position to submit a competitive bid in the second round of the process. Party D did not enter into a confidentiality agreement at this time, and it remained unclear if Party D would participate in the second round of the process.

A series of separate management presentations with each of Party A, Party B, Party H and Party J were held beginning the week of November 14, 2016, at which members of management of the Company met with and provided additional due diligence information to the bidders. Party I asked to postpone its scheduled management presentation.

On November 6, 2016, the Company sent a proposed draft settlement agreement to SunEdison, its secured creditors and its Official Committee of Unsecured Creditors, proposing a framework for global resolution of potential claims.

On November 9, 2016, following discussions between representatives of Brookfield and certain directors relating to potential transactions for the Company and for Global, each involving Brookfield, representatives of Brookfield met with the independent directors of each of the Company and Global and representatives of Centerview, Morgan Stanley and Greentech (in its capacity as financial advisor to Global) to provide them with an overview with respect to the possibility of transactions involving Brookfield, the Company and Global. Representatives of Brookfield proposed two possible transaction structures for each of the Company and Global. In one structure, Brookfield would purchase shares of Class A common stock and Class B common stock in each of the Company and Global from their existing holders, the Company and Global would remain listed public entities and Brookfield would replace SunEdison as sponsor for each of the Company and Global. In the alternative structure, Brookfield would purchase 100% of the outstanding capital stock of each of the Company and Global for cash. No agreement was reached at the meeting, and no specific prices were discussed. Further, representatives of Brookfield indicated that their proposals were being made on the basis of public information

and in light of the current market prices of the Company and Global. The representatives of Brookfield also indicated that Brookfield would consider a transaction either for the Company only or for both the Company and Global, but that any transaction involving Global would be conditioned on successful completion of the transaction for the Company.

On November 17, 2016, Brookfield sent a non-binding letter addressed to the independent directors of each of the Company and Global indicating, among other things, its interest in acquiring, for an anticipated offer price of $13.00 per share of Class A or Class B common stock, either all of the outstanding equity of the Company or, in connection with a long-term sponsorship transaction, at least 50% and at most 60% of the outstanding equity of the Company. Brookfield’s offer price was based on the number of shares of Class A common stock issued and outstanding at the time of such offer and did not take into account the increase in the number of shares of the Company’s Class A common stock which was agreed to later as part of the settlement agreement between the Company and SunEdison, which, as discussed in further detail in “The Transaction Agreement—Actions Immediately Prior to the Effective Time of the Merger—SunEdison Exchange; Issuance to SunEdison; and Payment of Special Dividend” beginning on page 112, provides for the SunEdison exchange and the issuance by the Company to SunEdison of the SunEdison additional shares. Based on the increased number of shares of Class A common stock issued and outstanding as a result of the SunEdison additional shares, the price offered by Brookfield on November 17, 2016 would be equivalent to approximately $12.42 per share of Class A and Class B common stock. The letter stated that Brookfield’s proposal would lapse if the Company did not formally engage with Brookfield by November 21, 2016.

On November 19, 2016, representatives of the Company responded to Brookfield’s letter of November 17, 2016, requesting that Brookfield enter into a confidentiality agreement with the Company, which at that time remained under negotiation.

On November 21, 2016, the proposal set forth in Brookfield’s letter of November 17, 2016 lapsed in accordance with its terms because the Company did not formally engage with Brookfield on this proposal.

Also on November 21, 2016, Party I withdrew from the process, citing its limited resources to participate in the second round of the process, given other opportunities. Also on November 21, 2016, Party J requested to partner with Party D (who had submitted a first round bid based on public information). Party D subsequently contacted the Company’s financial advisors and expressed independent interest in participating in the process.

Also on November 21, 2016, the Company’s board of directors increased the number of directors serving on the Company’s board of directors from seven to ten, and appointed as directors of the Company Ms. Kerri L. Fox and Messrs. Edward C. “Ned” Hall and Marc S. Rosenberg, all of whom were determined by the Company’s board of directors to satisfy Nasdaq’s independence standards. These directors had no ties to SunEdison or Global and were not subject to removal by SunEdison (other than through the electoral process as a result of SunEdison’s voting power due to its ownership of shares of Class B common stock in the Company). The directors of the Company who were employees of SunEdison abstained from voting on the resolutions appointing Ms. Fox and Messrs. Hall and Rosenberg to the Company’s board of directors. No changes to the composition of the conflicts committee were made at this time.

Also on November 21, 2016, SunEdison presented to the Company its defenses to the Company’s potential administrative claims and its arguments against the Company’s position that the Company would need to approve any conversion or unilateral sale of SunEdison’s equity interests in the Company.

On December 3, 2016, Brookfield entered into a confidentiality agreement with the Company and subsequently was provided access to a virtual data room. On December 7, 2016, the Company held a management presentation, at which members of management of the Company met with and provided additional due diligence information to Brookfield.

In the first half of December 2016, representatives of the Company’s financial and legal advisors engaged in discussions with the various bidders to discuss and clarify the terms of their proposals and to assist with their due diligence. By mid-December, Party B, Party H and Party J withdrew from the process. In withdrawing, Party B cited market conditions that posed challenges for its investment and financing strategy, Party H cited its desire to engage in a bilateral negotiation process with the Company instead of a bidding process, and Party J cited its limited resources to participate in the second round of the process, given other opportunities.

On December 14, 2016, representatives of Sullivan & Cromwell, AlixPartners and Centerview, at the direction of the conflicts committee, met with representatives of J.P. Morgan, Houlihan Lokey and Akin Gump to exchange views with respect to the pending conversations regarding settlement of the potential claims between the Company, Global and SunEdison and its affiliates.

On December 15, 2016, Party D entered into a confidentiality agreement with the Company and was provided access to a virtual data room, with the request that a preliminary, non-binding indication of interest be submitted as soon as possible.

On December 16, 2016, the conflicts committee met. Mr. Blackmore, Ms. Fox and Mr. Rosenberg, members of management of the Company and representatives of AlixPartners, Morgan Stanley, Greenberg Traurig and Sullivan & Cromwell were present. Representatives of Morgan Stanley provided an update on the status of the strategic alternatives process for the Company, including that three bidders remained in the strategic alternatives process: Brookfield, Party D and the consortium led by Party A. A representative of Sullivan & Cromwell also provided an update on the latest developments in the settlement discussions with SunEdison.

On December 17, 2016, Hughes Hubbard & Reed LLP (which we refer to as Hughes Hubbard) was engaged as legal advisor to the directors of the Company who satisfied Nasdaq’s independence standards and who were not also directors of Global.

On December 19, 2016, members of management of the Company and representatives of Sullivan & Cromwell engaged in discussions with representatives of Brookfield and Cravath to gain further insight into Brookfield’s proposed terms for a potential sponsorship structure.

On December 19, 2016, Party D submitted a preliminary, non-binding indication of interest for a sponsorship transaction and participated in a telephonic management presentation on December 22, 2016.

On December 20, 2016, Mr. Springer resigned from the Company’s board of directors. In his place, the Company’s board of directors appointed as a director of the Company Mr. David Pauker, who was determined by the Company’s board of directors to satisfy Nasdaq’s independence standards. Mr. Springer’s resignation was contingent upon the election of Mr. Pauker to the Company’s board of directors. In connection with the election of Mr. Pauker to the Company’s board of directors, the Company’s board of directors consulted with various parties, including SunEdison, which suggested Mr. Pauker as a candidate to the Company’s board of directors. The directors of the Company who were employees of SunEdison abstained from voting on the resolutions appointing Mr. Pauker to the Company’s board of directors. Following Mr. Pauker’s election, seven out of the ten directors of the Company were directors who had been determined by the Company’s board of directors to satisfy Nasdaq’s independence standards. Four of these seven directors (including Mr. Pauker) had no ties to SunEdison or Global and were not subject to removal by SunEdison (other than through the electoral process as a result of SunEdison’s voting power due to its ownership of Class B common stock).

On December 21, 2016, SunEdison presented to the Company its potential affirmative claims against the Company. These potential claims generally consisted of claims arising from the Company’s alleged conduct during the SunEdison bankruptcy, as well as potential avoidance action claims of the SunEdison estate against the Company.

On December 22, 2016, the Company’s board of directors met. Members of management of the Company and a representative of Sullivan & Cromwell were present. Mr. Blackmore, Chairman and Interim Chief Executive Officer of the Company, provided an update on the strategic alternatives process and the status of the various bidders’ progress in due diligence, including Party D, who was a late entrant in the process.

Also during December 2016 and continuing in January 2017, representatives of Sullivan & Cromwell and Centerview met at various times with representatives of Rothschild, of Skadden and, from time to time, of SunEdison’s secured and unsecured creditors, with a view toward reaching agreement on the terms of the settlement of each party’s potential claims on a timeline consistent with the strategic review process.

On January 5, 2017, representatives of management of the Company, management of Global and Sullivan & Cromwell met with representatives of SunEdison to exchange views with respect to a potential settlement of the potential claims between the Company, Global and SunEdison and its affiliates, including possible terms for the

allocation of sales proceeds among SunEdison and the Company’s public stockholders in a potential transaction. At the meeting, representatives of SunEdison presented to the Company an assessment of potential contractual and avoidance action claims, claims for alleged breaches of fiduciary duty as well as business tort claims of the SunEdison estate against the Company.

On January 9, 2017, second round bids were submitted by the consortium led by Party A, Party D and Brookfield. Party A submitted a proposal to acquire the entire Company at a price of $10.10 per share in cash. Party A’s proposal also included contingent value rights of up to $1.70 per share based on the ultimate resolution of one specified pending claim against the Company, and included a condition that, at closing, no material claims or litigation (other than the one specified pending claim against the Company) be pending against the Company and its subsidiaries. Party A’s proposal requested exclusivity or, in lieu of exclusivity, additional clarity as to the next phase of the strategic alternatives process coupled with expense reimbursement for any incremental due diligence costs incurred if the Company did not ultimately reach a binding agreement with Party A.

Party D submitted a proposal, conditioned on exclusivity, pursuant to which Party D would replace SunEdison as sponsor of the Company and increase its existing ownership stake in the Company to up to 33.3% of the outstanding shares of the Company at a price of $13.00 per share in cash. Party D’s proposal also offered the Company a call right on 400 MW and a right of first offer on 500 MW of certain of Party D’s solar and wind projects. Party D’s proposal also included a “highly confident” letter from a potential underwriter with respect to its ability to assist with financing Party D’s proposed transaction, which the potential underwriter described as a transaction that would assist the Company in executing a $250 million return of capital to its stockholders.

Brookfield submitted four alternative proposals, which it disclosed in an amendment to its Schedule 13D filed with the SEC on January 10, 2017, conditioned on exclusivity, that offered:

Each of Brookfield’s alternative per share prices for options (iii) and (iv) listed above included a cash dividend of $2.03 per share payable to all Class A stockholders (including SunEdison and Brookfield) at the closing. Brookfield’s offer prices were based on the number of fully-diluted shares of Class A common stock issued and outstanding at the time of such offer and did not take into account the increase in the number of shares of the Company’s Class A common stock resulting from the SunEdison additional shares. Based on such increased number of shares of Class A common stock issued and outstanding as a result of the SunEdison additional shares, the prices offered by Brookfield on January 9, 2017 were equivalent to approximately $10.99 for proposal (i) above, approximately $11.94 for proposal (ii) above, approximately $10.99 for proposal (iii) above and approximately $11.94 for proposal (iv) above, with each of Brookfield’s alternative per share

prices for options (iii) and (iv) listed above including a cash dividend equivalent to $1.94 per share payable to all Class A stockholders (including SunEdison and Brookfield) at the closing.

In submitting its proposals, Brookfield identified factors affecting its offer prices in relation to the proposal contained in Brookfield’s letter dated November 17, 2016, including, primarily, the Company’s revised, decreased projections for cash available for distribution (CAFD) publicly disclosed by the Company in a current report on Form 8-K filed by the Company with SEC on December 15, 2016. Furthermore, as the prices offered by Brookfield did not factor in potential liabilities relating to litigation risks in connection with a certain specified claim against the Company and legacy class action lawsuits where the Company was a defendant (we refer to that certain specified claim and such legacy class action lawsuits, collectively, as the holdback litigation), Brookfield also proposed a holdback arrangement pursuant to which it would hold back a pro rata share of the Company’s exposure to the holdback litigation from the price paid at closing, assuming such litigation remained pending at the signing of the transaction. As Brookfield’s alternative offer prices also did not factor in potential proceeds relating to any value that may accrue post-closing as a result of the final settlement of potential claims between SunEdison and the Company, Brookfield’s proposal contemplated implementing a contingent value rights arrangement pursuant to which the holders of shares of Class A common stock as of immediately prior to the closing (including Brookfield) would be entitled to receive, in the aggregate, all amounts paid by SunEdison to the Company in respect of any unsecured claims (other than any claims of insurance, indemnity, subrogation or contribution in respect of the holdback litigation) that remained outstanding following the closing, net of the cost to the Company of pursuing such claims and recovering such amount.

Brookfield’s sponsorship proposals also offered the Company certain sponsorship arrangements, including corporate and sponsor services, a right of first offer with respect to approximately 3,500 MW of Brookfield’s operating and development wind and solar projects in North America and Western Europe and to all future operating wind and solar projects developed by Brookfield in such territories, and a $500 million revolving unsecured credit line to fund acquisitions.

At the same time, Brookfield also submitted a proposal to Global, which included a similar economic incentive structure whereby Global stockholders would receive greater consideration if the entire Company were also acquired by Brookfield, or if Brookfield acquired a controlling interest in the Company in a sponsorship transaction and, in addition, were able to effect a merger of the Company and Global within six months of the closing of such a transaction. As a result, Brookfield’s proposal created a potential conflict of interest for those Company directors who were also Global directors. This potential conflict was discussed by the conflicts committee and its legal advisors over the succeeding days and it was resolved, on January 18, 2017, as further described below, that the conflicts committee should create a special subcommittee consisting of the four directors of the Company who satisfied Nasdaq’s independence standards and who did not also serve as directors of Global and that decisions of the conflicts committee which implicated this potential conflict should be made upon the recommendation of this subcommittee, which we refer to as the independent subcommittee. It was later resolved that the conflicts committee should be reconstituted to include solely directors who were not also Global directors, and that the reconstituted conflicts committee should lead the decision making on the strategic review process, as further discussed in “The Merger—Interests of Certain Persons in the Merger” beginning on page 101.

On January 11, 2017, the conflicts committee met, followed by a meeting of the Company’s board of directors the same day. Mr. Blackmore, Ms. Fox and Messrs. Hall, Pauker and Rosenberg, a member of management of the Company and representatives of Centerview, Morgan Stanley and Sullivan & Cromwell were present at both meetings. Representatives of AlixPartners and Greenberg Traurig were present at the meeting of the conflicts committee. Members of management of the Company reviewed the Company’s updated stand-alone plan and a representative of Sullivan & Cromwell provided an update on the status of the Company’s continued settlement discussions with SunEdison. A representative of Morgan Stanley reviewed in detail the proposals from the three parties received on January 9, 2017, including price, transaction structure, timeline and certain other key terms and assumptions. A representative of Morgan Stanley noted that Brookfield’s proposal to acquire the entire Company appeared to provide superior value as compared to Party A’s proposal, although Brookfield’s proposed holdback arrangement in respect of the holdback litigation needed to be clarified. A representative of Morgan Stanley informed the conflicts committee that, based on discussions with Party D, the 33.3% ownership interest of the Company sought by Party D included shares of the Company that Party D proposed to receive, at Party D’s offer price of $13.00 per share, as settlement of certain litigation against the Company (the treatment

of such litigation had not been addressed in Party D’s proposal submitted on January 9, 2017). A representative of Morgan Stanley stated that additional valuation analysis was needed in order to compare the sponsorship proposals received from Brookfield and Party D to the proposals to acquire the entire Company and to the Company’s stand-alone plan. Following discussion, the conflicts committee directed its financial and legal advisors to continue working with Brookfield, Party A and Party D to clarify and improve the economic and legal terms of their proposals.

Over the succeeding days, representatives of the Company’s financial and legal advisors discussed with the bidders clarifications and potential improvements to their respective second round bids. Representatives of Brookfield discussed the calculation and the terms of its holdback arrangement in respect of the holdback litigation and declined to provide additional information regarding the project pipeline of its sponsorship proposals or a financial model that met the specifications requested in the bid process letter. Representatives of Party D declined, unless Party D was granted exclusivity, to provide additional information regarding the project pipeline of its sponsorship proposal or a financial model that met the specifications requested in the bid process letter, both of which the Company requested in order to evaluate Party D’s proposal and compare it to the whole-company acquisition proposals submitted by other bidders and to the Company’s stand-alone plan.

On January 13, 2017, representatives of Party D submitted summary economic terms for its sponsorship proposal, indicating that Party D’s offer was for up to 33.3% of the Company and included shares of the Company that Party D proposed to receive as settlement of certain litigation against the Company.

Also on January 13, 2017, the conflicts committee met. Mr. Blackmore, Ms. Fox and Messrs. Hall, Pauker and Rosenberg, members of management of the Company and representatives of AlixPartners, Centerview, Morgan Stanley, Greenberg Traurig and Sullivan & Cromwell were present. The conflicts committee discussed the most recent developments in the strategic alternatives process, including the financial and legal advisors’ recent discussions with the bidders. A representative of Centerview reported that Brookfield had not provided a model for its sponsorship proposals, which was necessary to properly evaluate such proposals and compare them to the whole-company acquisition proposals received from Brookfield and Party A and the Company’s stand-alone plan. After discussion, the conflicts committee directed the Company’s financial and legal advisors to prepare an analysis comparing the sponsorship proposals submitted by Brookfield and Party D, to continue to request that Brookfield and Party D provide financial models that would allow the Company to evaluate their respective sponsorship proposals and compare them to the whole-company acquisition proposals and the Company’s stand-alone plan and to request that Party D submit its “best and final” offer by the end of the following week and that Brookfield and Party A provide any improvements and clarifications to the terms of their respective bids by the end of the following week.

Later that day, representatives of the Company’s financial advisors and Rothschild, as financial advisor to SunEdison, engaged in discussions with representatives of Party D to clarify the terms of Party D’s proposal. Later that day, representatives of the Company’s financial advisors met with representatives of Greentech and J.P. Morgan to discuss the status of the strategic alternatives processes for the Company and Global.

Over the next few days, the Company’s financial and legal advisors continued discussions with representatives of Party A, Brookfield and Party D to clarify and improve the terms of their proposals. Representatives of Party A declined to improve Party A’s proposal and confirmed that it would not improve upon its offer of $10.10 per share. At the direction of the conflicts committee, the Company’s financial advisors inquired whether Party D would be prepared to submit a proposal for a purchase of all of the outstanding equity of the Company, but Party D indicated that it was not interested in such a transaction.

On January 17, 2017, the conflicts committee met. Mr. Blackmore, Ms. Fox and Messrs. Hall, Pauker and Rosenberg, members of management of the Company and representatives of AlixPartners, Centerview, Morgan Stanley, Greenberg Traurig and Sullivan & Cromwell were present. Representatives of Morgan Stanley and Centerview presented certain financial analyses of management’s updated stand-alone plan. Following discussion, the conflicts committee concluded that the updated management stand-alone plan posed significant execution challenges, including risks relating to the Company’s ability to successfully execute the acquisitions contemplated by management’s stand-alone plan without a strong sponsor, given, among other things, the Company’s high cost of capital and potential challenges in retaining management and key staff.

During the meeting, a representative of Morgan Stanley also reported on the most recent discussions with representatives of Brookfield and Party D, compared certain key economic and governance terms of the

sponsorship proposals submitted by Brookfield and Party D and compared the Brookfield and Party D sponsorship proposals in terms of cash proceeds, retained ownership and estimated total value to be received by the Company’s stockholders. After discussion, and taking into account these analyses, the conflicts committee concluded that Brookfield’s cash and sponsorship proposals appeared to offer superior value to the Company’s stockholders as compared to Party D’s sponsorship proposal due, among other reasons, to the fact that Party D’s offer was limited to 33.3% of the Company and included shares that Party D proposed to receive as settlement of certain litigation against the Company, Party D’s unwillingness to acquire a larger percentage of the Company for its proposed $13.00 price per share, the significant management fee that Party D proposed to receive as sponsor of the Company and, as compared to Party D, Brookfield’s development pipeline and its reputation as a seasoned and well-known operator in the renewable energy industry. The conflicts committee directed the financial and legal advisors to inform Brookfield that the Company would be prepared to grant Brookfield exclusivity for up to 30 days if Brookfield was willing to (i) increase its bid by $0.60 to $0.80 per share (in terms of proceeds payable to the Company’s stockholders at closing), (ii) cooperate with management of the Company so that management of the Company, with the assistance of the Company’s financial advisors, could build a sponsorship model that could be presented to the Company’s conflicts committee and board of directors for their review and (iii) permit management of the Company and the Company’s financial and legal advisors to perform reverse due diligence on Brookfield’s pipeline of assets available to be offered to the Company and other matters in connection with its sponsorship proposal. The conflicts committee also directed its financial and legal advisors to inform Party D that its bid was too low and that if Party D was able to improve the terms of its proposal, it should do so as soon as possible.

During this period, members of management and representatives of Sullivan & Cromwell, at the direction of the conflicts committee, continued settlement discussions with SunEdison and its advisors. After substantial and contentious arm’s-length negotiation, SunEdison indicated that it would be willing to enter into a memorandum of understanding, which we refer to as the MOU, pursuant to which, among other things, SunEdison would receive, in exchange for its Class B common stock, Class B units in TerraForm Power, LLC and IDRs, 36.9% of the total consideration payable to all of the Company’s stockholders, with the remaining consideration to be distributed to the Company’s public stockholders, provided that Global also would agree to a settlement acceptable to SunEdison and that the Company would enter into an exclusivity agreement with Brookfield.

On January 18, 2017, the conflicts committee met. Mr. Blackmore, Ms. Fox and Messrs. Hall and Rosenberg, members of management of the Company and representatives of AlixPartners, Greenberg Traurig and Sullivan & Cromwell were present. A representative of management and representatives of Sullivan & Cromwell provided updates on the status of the Company’s continued settlement discussions with SunEdison, including the MOU. Following discussion, the conflicts committee unanimously resolved to create a special subcommittee consisting of the four directors of the Company who satisfied Nasdaq’s independence standards and who did not also serve as directors of Global, which we refer to as the independent subcommittee, to review the proposed settlement with SunEdison and the M&A transaction proposed by Brookfield and to make a recommendation to the conflicts committee as to whether the conflicts committee should (i) approve the proposed settlement and authorize management of the Company to enter into the proposed MOU with SunEdison and (ii) authorize management of the Company to enter into an exclusivity agreement with Brookfield.

Also on January 18, 2017, representatives of Centerview and Morgan Stanley met with representatives of Rothschild, J.P. Morgan and Brookfield to negotiate the terms of Brookfield’s proposal that the Company would require as a prerequisite to agreeing to grant Brookfield exclusivity, including an increase in price and an agreement to permit reverse due diligence and to collaborate on the development of a sponsorship model. Brookfield agreed to permit reverse due diligence and to collaborate on the development of a sponsorship model. However, Brookfield declined to increase its purchase price at that time.

Later on January 18, 2017, the independent subcommittee met. A member of management of the Company and a representative of Hughes Hubbard were present. The member of management of the Company provided the independent subcommittee a further update on the status of the Company’s continued settlement discussions with SunEdison (including with respect to the proposed MOU and a summary of the potential claims between the Company and SunEdison prepared by representatives of Sullivan & Cromwell) and discussions with Brookfield. Following discussion, the independent subcommittee concluded to resume its discussion with respect to these matters on the following day after receiving additional information from management of the Company, including a further update on the discussions with Brookfield.

Also on January 18, 2017, the letter agreement between Brookfield and Appaloosa expired in accordance with its terms (the entry into the letter agreement had been disclosed in the amendment to Schedule 13D filed by Brookfield on July 22, 2016).

On January 19, 2017, the independent subcommittee met. A member of management of the Company and a representative of Hughes Hubbard were present. Continuing its discussion from the previous day and taking into account additional information that the independent subcommittee received from management of the Company and Brookfield earlier that day, the independent subcommittee discussed the status of the Company’s continued settlement discussions with SunEdison (including the MOU) and discussions with Brookfield. Following discussion, the independent subcommittee concluded to resume its discussion with respect to these matters later that day following a joint meeting of the Company’s conflicts committee and board of directors.

Later on January 19, 2017, the Company’s conflicts committee and board of directors held a joint meeting. Members of management of the Company and representatives of AlixPartners, Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. The directors who were also SunEdison employees recused themselves and did not attend the meeting. A member of the independent subcommittee reported on the status of the independent subcommittee’s discussions regarding the Company’s continued settlement discussions with SunEdison and the transaction proposed by Brookfield. A representative of Sullivan & Cromwell provided an update on the latest settlement discussions with SunEdison, and a member of management of the Company discussed the management’s updated stand-alone plan. Following discussion, the conflicts committee concluded that the stand-alone plan appeared to offer inferior value to the Company’s stockholders, as compared to the sponsorship or whole-company acquisition transactions proposed by Brookfield. A representative of Morgan Stanley provided an overview of certain key economic terms of Brookfield’s proposal, including price, the amount of the holdback in respect of the holdback litigation and estimated total value per share to the Company’s stockholders, for each of the potential transaction structures proposed by Brookfield and compared certain terms of Brookfield’s sponsorship proposal to the terms of the sponsorship proposal submitted by Party D.

Later on January 19, 2017, the independent subcommittee met again. A member of management of the Company and a representative of Hughes Hubbard were present. Continuing its discussion from earlier that day and taking into account additional information that the independent subcommittee received during a joint meeting of the Company’s conflicts committee and board of directors that immediately preceded this meeting, the independent subcommittee determined to recommend to the Company’s conflicts committee and board of directors (i) the approval of the proposed settlement with SunEdison, (ii) the authorization of management of the Company to enter into the proposed MOU on the terms and conditions presented and (iii) the authorization of management of the Company to enter into an exclusivity agreement with Brookfield pursuant to which Brookfield would be granted exclusivity for a period of 30 days, with the option to extend the exclusivity period for an additional 15 days if the independent subcommittee concluded that such an extension would be necessary to complete the negotiation of a definitive agreement with Brookfield.

Later on January 19, 2017, the joint meeting of the Company’s conflicts committee and board of directors reconvened. Members of management of the Company and representatives of AlixPartners, Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. A member of the independent subcommittee reported on the independent subcommittee’s recommendation regarding the approval of the proposed settlement with SunEdison, the authorization of management of the Company to enter into the proposed MOU and the authorization of management of the Company to enter into an exclusivity agreement with Brookfield. After discussion, the conflicts committee accepted the independent subcommittee’s recommendation. After discussion, on the recommendation of the independent subcommittee and the conflicts committee, the Company’s board of directors approved the proposed settlement, authorized management of the Company to enter into the proposed MOU on the terms and conditions presented and authorized management of the Company to enter into an exclusivity agreement with Brookfield, pursuant to which Brookfield would be granted exclusivity for a period of 30 days, with the option to extend the exclusivity period for an additional 15 days, if such an extension would be necessary to complete the negotiation of a definitive agreement with Brookfield.

On January 20, 2017, the Company entered into the MOU with SunEdison and Global, among others, pursuant to which the parties agreed to work in parallel towards strategic transactions for the Company and Global, provided settlement of potential claims against SunEdison had been agreed to on or before January 27, 2017. This deadline was subsequently extended several times to allow the finalization of definitive

documentation. Pursuant to the MOU, the parties agreed that SunEdison would receive consideration equal to 36.9% of the total consideration paid to all of the Company’s stockholders (including all holders of restricted stock awards and restricted stock units) in a sale of the Company. This amount reflected the approximately 33.9% fully-diluted economic ownership interest of SunEdison in the Company as well as consideration for SunEdison’s support for a jointly approved sale transaction (which support was necessary to secure stockholder approval of any such transaction due to SunEdison’s voting power resulting from its ownership of shares of Class B common stock), the settlement of potential intercompany claims between the Company and SunEdison, cancellation of IDRs held by SunEdison and other factors considered by the independent subcommittee, the conflicts committee and the Company’s board of directors. The remaining consideration received in any transaction involving the sale of the Company would be distributed to the Company’s Class A stockholders. The MOU also provided that a settlement would be contingent upon reaching agreement with SunEdison on a jointly approved transaction on or before April 1, 2017, whether with Brookfield or another bidder.

Also on January 20, 2017, Brookfield made an additional oral proposal in which it increased its offer to $12.00 per share on a fully-diluted basis to acquire 100% of the Company, conditioned on the purchase by Brookfield of at least 50% of Global in a sponsorship transaction. The terms of Brookfield’s January 9, 2017 proposal regarding an additional $0.50 per share, payable upon the closing of a merger of the two companies within six months of the later to occur of the closing of a transaction with the Company and the closing of a transaction with Global, also applied to this oral proposal. The $12.00 or $12.50 offer prices each included a distribution to be made by the Company to Class A stockholders (including Brookfield) at the closing, were based on the number of shares of Class A common stock issued and outstanding at the time of such offer and did not take into account the increase in the number of shares of the Company’s Class A common stock resulting from the SunEdison additional shares. Based on the increased number of shares of Class A common stock issued and outstanding as a result of the SunEdison additional shares, the price offered by Brookfield on January 20, 2017 was equivalent to approximately $11.46, or approximately $11.94 if a merger of the Company and Global was effected. Management of the Company questioned the ability to realize the additional consideration to the Company’s stockholders in such a transaction structure, due primarily to concerns about whether a merger of the Company and Global could be effected within the time-frame proposed by Brookfield, and to the fact that consummation of such a merger would not be within the Company’s control.

Also on January 20, 2017, the Company entered into an exclusivity agreement with Brookfield pursuant to which the Company agreed to negotiate exclusively with Brookfield with respect to a business combination until the earlier of the execution of a definitive agreement for such transaction or 11:59 p.m. New York City time on February 21, 2017 (which was subsequently extended on February 17, 2017 to 11:59 p.m. New York City time on March 6, 2017).

On January 24, 2017, representatives of Sullivan & Cromwell, at the direction of management of the Company, sent a draft whole-company merger agreement to Brookfield.

On January 27, 2017, representatives of Sullivan & Cromwell sent a copy of a draft settlement agreement contemplated by the MOU to representatives of Cravath.

On January 29, 2017, the independent subcommittee met. Messrs. Blackmore, Compton, Dahya and Stark, a member of management of the Company, a representative of Hughes Hubbard and a representative of Sullivan & Cromwell were present. The representative of Sullivan & Cromwell provided an update on the status of the Company’s ongoing settlement agreement negotiations with SunEdison.

Also on January 29, 2017, the conflicts committee met. Mr. Blackmore, Ms. Fox and Messrs. Hall, Pauker and Rosenberg, members of management of the Company and representatives of Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. Representatives of Morgan Stanley and Centerview provided an update on the status of the strategic alternatives process for the Company. A representative of Sullivan & Cromwell provided an update on the status of the Company’s ongoing settlement agreement negotiations with SunEdison. The members of the conflicts committee also discussed a proposal to reconstitute the conflicts committee to consist solely of directors who were determined by the Company’s board of directors to satisfy Nasdaq’s independence standards and who had no ties to SunEdison or Global and were not subject to removal by SunEdison (other than through the electoral process as a result of SunEdison’s voting power due to its ownership of shares of Class B common stock in the Company), in light of the potential

conflicts that could arise as a result of Brookfield’s proposed transactions with both the Company and Global. The members of the conflicts committee determined to recommend the proposed reconstitution of the conflicts committee to the Company’s board of directors.

Throughout the exclusivity period with Brookfield, in order to evaluate a strategic alternative involving Brookfield as a new sponsor, the Company developed a sponsorship model in collaboration with Brookfield, including expected operating cost, growth and capital structure assumptions. Management of the Company developed its own judgments on a business plan under Brookfield’s sponsorship, including key execution risks and financial analyses, in consultation with financial and legal advisors, with a view towards formulating a management recommendation on whether a sponsorship model would yield greater value for the Company’s stockholders than the stand-alone plan or other strategic alternatives.

On January 30, 2017, and on various occasions during the first half of February 2017, members of management of the Company and its financial advisors met with representatives of SunEdison, Rothschild, J.P. Morgan and Lazard Freres & Co. LLC, financial advisor to SunEdison’s Official Committee of Unsecured Creditors, to discuss the sponsorship model that management of the Company was developing in light of input received from Brookfield.

Also on January 30, 2017, representatives of Cravath sent Brookfield’s first markup of the draft whole-company merger agreement to representatives of Sullivan & Cromwell.

On February 3, 2017, the Company’s board of directors met. Members of management of the Company and representatives of Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. The Company’s board of directors reconstituted the conflicts committee to consist exclusively of the four directors who had been determined by the Company’s board of directors to satisfy Nasdaq’s independence standards and who had no ties to SunEdison or Global and were not subject to removal by SunEdison (other than through the electoral process as a result of SunEdison’s voting power due to its ownership of shares of Class B common stock in the Company). Mr. Hall was designated as the new chair of the conflicts committee. The reconstituted conflicts committee determined that it may give notice of conflicts committee meetings to all directors independent of SunEdison and that it may permit their participation in appropriate portions of conflict committee meetings, in each case, to the extent the discussion was not expected to involve conflicts with Global, and this practice was generally followed after the reconstitution of the conflicts committee. Following the reconstitution of the conflicts committee, Hughes Hubbard acted as legal advisor to the conflicts committee. Also on February 3, 2017, the Company’s board of directors conditionally appointed as a director of the Company Mr. Christian S. Fong, who was determined by the Company’s board of directors to satisfy Nasdaq’s independence standards. Mr. Fong’s appointment was contingent upon the resignation of Messrs. Scallen and Ringhofer from the Company’s board of directors. In connection with the appointment of Mr. Fong to the Company’s board of directors, the Company’s board of directors consulted with various parties, including SunEdison, which suggested Mr. Fong as a candidate to the Company’s board of directors. The directors who were also SunEdison employees recused themselves from the meeting of the Company’s board of directors at which the Company’s board of directors reconstituted the conflicts committee and conditionally appointed Mr. Fong and did not attend the meeting.

On February 5, 2017, representatives of Sullivan & Cromwell, at the direction of management of the Company, sent a revised draft whole-company merger agreement to representatives of Cravath.

On February 10, 2017, representatives of Sullivan & Cromwell, at the direction of management of the Company, sent a draft transaction agreement and a draft of the proposed governance terms for the sponsorship arrangement to representatives of Cravath. Also on February 10, 2017, representatives of Cravath sent to representatives of Sullivan & Cromwell a revised draft whole-company merger agreement (which proposed the declaration of a special dividend by the Company to holders of shares of Class A common stock as of immediately prior to the effective time of the merger), along with initial drafts of the master services agreement and relationship agreement and the proposed terms for the IDR provisions of the new limited liability company agreement of TerraForm Power, LLC, which we refer to as the New LLC Agreement.

On February 12, 2017, Messrs. Ringhofer and Scallen, the two remaining directors of the Company who were employees of SunEdison, resigned from the Company’s board of directors. Effective upon such resignations, Mr. Fong became a director of the Company pursuant to his February 3, 2017 conditional appointment by the Company’s board of directors. Following Mr. Fong’s election, eight out of the nine directors of the Company were directors who had been determined by the Company’s board of directors to satisfy

Nasdaq’s independence standards. Five out of the nine directors (including Mr. Fong) had no ties to SunEdison or Global and were not subject to removal by SunEdison (other than through the electoral process as a result of SunEdison’s voting power due to its ownership of shares of Class B common stock in the Company).

On February 13, 2017, representatives of Cravath sent to representatives of Sullivan & Cromwell an initial draft of the term sheet for the sponsor line agreement.

During the week of February 13, 2017, members of management of the Company held a series of meetings and calls with representatives of Brookfield to further refine and finalize the sponsorship model.

On February 14, 2017, representatives of Skadden sent to Sullivan & Cromwell a first draft of the proposed form of the voting and support agreement that the Company and SunEdison would enter into concurrently with the transaction agreement, pursuant to which SunEdison and certain of its controlled affiliates would agree to vote or cause to be voted all equity securities of the Company which any of them beneficially own, from time to time, in favor of the approval and adoption of the transaction agreement and take certain other actions to support the consummation of the merger and the other transactions contemplated by the transaction agreement. Because of SunEdison’s ownership of the Company’s Class B common stock, its vote in favor of adoption of the transaction agreement would be necessary to secure the stockholder approval and adoption of the transaction agreement required under Delaware law.

Also on February 14, 2017, representatives of Cravath sent a draft of the Brookfield registration rights agreement to representatives of Sullivan & Cromwell.

On February 15, 2017, representatives of Cravath sent a revised draft of the proposed governance terms for the sponsorship arrangement to representatives of Sullivan & Cromwell.

On February 16, 2017, the Company’s board of directors met. Members of management of the Company and representatives of AlixPartners, Centerview, Morgan Stanley, Hughes Hubbard and Sullivan & Cromwell were present. Representatives of Centerview and Morgan Stanley provided an update on their discussions with representatives of Brookfield, J.P. Morgan and Rothschild, as well as discussions between management of the Company and representatives of Brookfield, with respect to the sponsorship model. The Company’s board of directors discussed the viability of the sponsorship model, including the proposed pipeline of potential asset acquisitions offered by Brookfield. Representatives of Centerview and Morgan Stanley also reviewed and compared certain key terms and structure of Brookfield’s sponsorship and whole-company acquisition proposals. A representative of Sullivan & Cromwell discussed with the directors their fiduciary duties under Delaware law. Representatives of Sullivan & Cromwell also provided an update as to the progress of negotiations with Brookfield regarding the whole-company merger agreement and the transaction agreement, as well as the progress of negotiations with SunEdison and various of its creditors and their respective representatives with respect to the settlement agreement. The Company’s board of directors, following the recommendation of the conflicts committee, approved the extension of the exclusivity period with Brookfield to the earlier of the execution of a definitive agreement for a transaction or 11:59 p.m., New York City time, on March 6, 2017.

Also on February 16, 2017, members of management of the Company and Brookfield and representatives of Sullivan & Cromwell, Hughes Hubbard, Morgan Stanley, Cravath and Skadden discussed certain issues regarding the draft whole-company merger agreement, the draft transaction agreement, the ancillary documents and other terms of Brookfield’s proposed sponsorship, as well as the Company’s concerns regarding the draft voting and support agreement, which, as proposed by SunEdison, would permit SunEdison to terminate the voting and support agreement (and therefore permit SunEdison to cause the termination of the Brookfield transaction for failure to obtain the requisite Company vote) in the event SunEdison’s board of directors received a proposal in respect of SunEdison itself or in respect of the Company prior to the receipt of stockholder approval for the Brookfield transaction. This requested termination right remained an open issue among the Company, SunEdison and Brookfield for the duration of the negotiations.

On February 17, 2017, the Company and Brookfield entered into an amendment to the exclusivity agreement extending the expiration date of the exclusivity period to the earlier of the execution of a definitive agreement for a transaction or 11:59 p.m. on March 6, 2017.

On February 19, 2017, representatives of Sullivan & Cromwell, at the direction of management of the Company, sent a revised draft of the proposed governance terms for the sponsorship arrangement to

representatives of Cravath. On February 20, 2017, representatives of Sullivan & Cromwell and representatives of Cravath discussed the revised draft of the proposed governance terms for the sponsorship arrangement.

On February 21, 2017, representatives of Sullivan & Cromwell, at the direction of management of the Company, sent to representatives of Cravath a draft of the New LLC Agreement, along with revised drafts of the master services agreement, the relationship agreement, the proposed governance terms for the sponsorship arrangement, the term sheet for the sponsor line agreement and the Brookfield registration rights agreement.

On February 22, 2017, the Company’s board of directors met. Members of management of the Company and representatives of Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present at the meeting. Members of management of the Company and representatives of Morgan Stanley reviewed the stand-alone plan, discussed certain financial analyses and discussed the reverse due diligence that had been conducted by the Company and its advisors to evaluate Brookfield’s sponsorship proposal. This reverse due diligence included a discussion of the proposed pipeline of projects over each of which Brookfield would provide the Company a right of first offer. Representatives of Sullivan & Cromwell noted that Brookfield had indicated that it no longer intended to effect a merger of the Company and Global, even if Brookfield entered into transactions for both companies.

Following the meeting of the Company’s board of directors, the conflicts committee met. A representative of Hughes Hubbard was present. The conflicts committee discussed the stand-alone plan, the presentation given by members of management of the Company and representatives of Morgan Stanley to the Company’s board of directors at the immediately preceding meeting, and Brookfield’s sponsorship and whole-company acquisition proposals. Following discussion, the conflicts committee decided to schedule further discussions with respect to these matters and to ask representatives of Morgan Stanley to join those discussions.

On February 23, 2017, the conflicts committee met. Mr. Fong and representatives of Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present at the meeting. Members of management of the Company and representatives of Morgan Stanley reviewed the sponsorship model developed by management of the Company and compared it to the stand-alone plan. Following discussion, directors expressed the view that the sponsorship model appeared to offer superior value to the Company’s stockholders as compared to the stand-alone plan. Representatives of Morgan Stanley and Sullivan & Cromwell discussed Brookfield’s whole-company acquisition proposal, compared it to Brookfield’s sponsorship proposal, and discussed the advantages and drawbacks of the two alternatives. A director reported that, as discussed during the meeting of the Company’s board of directors on February 22, 2017, Brookfield’s previously proposed transaction structure involving a merger of the Company and Global was no longer Brookfield’s preferred approach due to the length of time and the amount of resources that would be required to consummate a merger between the two companies. Following discussion, directors expressed the view that although Brookfield’s sponsorship proposal appeared to provide superior value as compared to Brookfield’s whole-company acquisition proposal, additional information was necessary for the conflicts committee to make a final determination as to the preferred transaction structure for the Company. Members of management of the Company also reported on the latest developments in the reverse due diligence on Brookfield, including its pipeline of assets in respect of which Brookfield would provide rights of first offer.

Later on February 23, 2017, the conflicts committee met again. Mr. Fong and a representative of Hughes Hubbard were present. The conflicts committee discussed Brookfield’s sponsorship and whole-company acquisition proposals, the assumptions underlying the stand-alone plan and the sponsorship model developed by management of the Company. The conflicts committee also discussed, at the request of the Company’s board of directors, whether to instruct management of the Company to focus the negotiations with Brookfield on a sponsorship transaction or a whole-company acquisition transaction. Following discussion, the conflicts committee concluded that it was premature to so instruct management of the Company and that the conflicts committee required further discussion with the Company’s board of directors, management of the Company, the Company’s advisors and Brookfield, and internal deliberations, prior to making any such determination.

Also on February 23, 2017, representatives of Cravath sent a revised draft transaction agreement to representatives of Sullivan & Cromwell.

On February 26, 2017, the Company’s board of directors met. Members of management of the Company and representatives of Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. A representative of management of the Company discussed certain advantages and

drawbacks of a whole-company acquisition transaction as compared to a sponsorship transaction, reviewed the latest progress on the reverse due diligence of Brookfield, including its pipeline providing rights of first offer with respect to certain assets, and discussed the status of negotiations regarding termination fees and allocation of risks with respect to pending litigation against the Company. Members of management of the Company and a representative of Sullivan & Cromwell also discussed considerations regarding the required stockholder vote to approve a transaction with Brookfield, including whether a vote of a majority of the minority stockholders (i.e., stockholders other than Brookfield, SunEdison and their respective affiliates or any person with whom any of them has formed a group), which we refer to as the majority of the minority vote, should be required.

At the meeting of the Company’s board of directors, the Company’s board of directors added Mr. Fong to the conflicts committee. Following this addition, the conflicts committee continued to be comprised exclusively of the directors who satisfied Nasdaq’s independence standards and who had no ties to SunEdison or Global and were not subject to removal by SunEdison (other than through the electoral process as a result of SunEdison’s voting power due to its ownership of shares of Class B common stock in the Company).

Following the meeting of the Company’s board of directors, the conflicts committee met. A representative of Hughes Hubbard was present. The conflicts committee discussed Brookfield’s sponsorship and whole-company acquisition proposals, and the Company’s media communications strategy and any retention arrangements that might be put in place for management of the Company in case the Company entered into a transaction with Brookfield. The conflicts committee further discussed whether to instruct management of the Company to focus the negotiations with Brookfield on a sponsorship transaction or a whole-company acquisition transaction. The conflicts committee concluded that it expected to be in a position to make such instruction the following day after it had had the opportunity to speak with a senior representative of Brookfield and to further deliberate the matter.

On February 27, 2017, the Company’s board of directors met. Members of management of the Company and representatives of Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. Mr. Shah was invited to join the meeting. Mr. Shah noted that Brookfield continued to offer both a sponsorship transaction and a whole-company acquisition transaction, but focused on Brookfield’s views regarding the viability of a sponsorship transaction and the manner in which Brookfield would operate and exercise governance rights in a sponsorship transaction.

Following the meeting of the Company’s board of directors, the conflicts committee met. Representatives of Sullivan & Cromwell and Hughes Hubbard were present. The conflicts committee discussed whether to instruct management of the Company to focus the negotiations with Brookfield on a sponsorship transaction or a whole-company acquisition transaction. The representative from Sullivan & Cromwell left the meeting after this discussion given his role as a representative of both the Company and Global. Following further discussion, and taking into account the information that the conflicts committee had received from, and discussions that the conflicts committee had had with, the Company’s board of directors, management of the Company, the Company’s advisors and Brookfield, the conflicts committee determined to instruct management of the Company to focus the negotiations with Brookfield on a sponsorship transaction in order to make the most efficient use of the resources of management of the Company under the circumstances.

Later on February 27, 2017, the meeting of the Company’s board of directors reconvened. Members of management of the Company and representatives of Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. After discussion, the Company’s board of directors approved the conflicts committee’s recommendation to instruct management of the Company to focus the negotiations with Brookfield on a sponsorship transaction.

On February 28, 2017, representatives of Sullivan & Cromwell, at the direction of management of the Company, sent to representatives of Cravath the Company’s revised draft transaction agreement, which included as a condition to closing the transaction a non-waivable majority of the minority vote, which would exclude the shares of Class A common stock held directly or indirectly by Brookfield, SunEdison and their respective affiliates or any person with whom any of them has formed a group.

Starting on March 1, 2017, in frequent meetings and discussions through the end of the day on March 6, 2017, members of management of the Company and representatives of Sullivan & Cromwell, Hughes Hubbard, Brookfield, Cravath and Skadden met at the offices of Sullivan & Cromwell to negotiate the terms of the transactions and the transaction agreements, including the transaction agreement, the voting and support

agreement, the creditor support agreement, the master services agreement, the relationship agreement, the proposed governance terms for the sponsorship arrangement, the New LLC Agreement, the Brookfield registration rights agreement, an IDR transfer agreement and the settlement agreement. During this period, Brookfield and Cravath held additional discussions with, and received and reviewed additional materials from, the Company, Global and their respective financial and legal advisors with respect to continuing financial and legal due diligence regarding the Company and Global. Also during this period, representatives of Sullivan & Cromwell and Centerview and members of management of the Company continued to negotiate the terms of a potential settlement of potential intercompany claims and defenses between the Company and SunEdison with representatives of SunEdison, Skadden, Rothschild, the 2L holders, J.P. Morgan, Houlihan Lokey and Akin Gump. Representatives of SunEdison, Rothschild, Skadden, the 2L holders, J.P. Morgan, Houlihan Lokey, Akin Gump, as well as representatives of the Official Committee of Unsecured Creditors and the first lien creditors participated in negotiations of certain key terms of the sponsorship transaction by providing comments on various drafts of documents to the parties participating in the negotiations directly, including with respect to SunEdison’s receipt of additional shares of Class A common stock, such that SunEdison would hold 36.9% of the fully-diluted shares of Class A common stock outstanding immediately prior to the closing of the transaction in connection with the satisfaction of Company obligations under the settlement agreement. Also, in certain meetings, members of management of Global and its legal and financial advisors were also present.

On March 2, 2017, members of management of the Company gave a presentation to representatives of Brookfield and Cravath regarding, among other things, the Company’s annual operating plan. Representatives of Sullivan & Cromwell and Hughes Hubbard were also in attendance.

On March 3, 2017, representatives of Brookfield held extensive discussions with representatives of SunEdison, the 2L holders and their respective advisors to discuss the terms of Brookfield’s proposed sponsorship transaction and SunEdison’s and its creditors’ interests in the transaction between Brookfield and the Company.

Also on March 3, 2017, as a result of information presented at the presentation of March 2, 2017 relating to the cash reserves of the Company, Brookfield revised its offer to a price of $11.75 per share on a fully-diluted basis for a majority interest in a sponsorship arrangement with the Company, plus an adjustment to the number of shares of Class A common stock to be received in the event of an adverse outcome of the Specified Litigation (as defined below and which included the holdback litigation previously being addressed in connection with the parties’ consideration of a holdback arrangement). Brookfield’s proposal did not include an option for a whole-company acquisition of the Company. Brookfield also stated that this offer price was conditioned on the simultaneous entry into a transaction with Global, but was not conditioned on the closing of a transaction with Global. Brookfield’s offer price included a special dividend to be paid by the Company in respect of shares of Class A common stock (including those held by Brookfield) and equity awards prior to the effective time of the merger. Representatives of Brookfield noted that such offer price was based on the number of shares of Class A common stock issued and outstanding at the time of such offer and did not take into account the increase in the number of shares of the Company’s Class A common stock resulting from the SunEdison additional shares, and stated that such offer price would be adjusted downward to account for such increase in the number of shares of Class A common stock issued and outstanding. Based on such increased number of shares of Class A common stock issued and outstanding as a result of the SunEdison additional shares, the price offered by Brookfield on March 3, 2017 was equivalent to $11.23 (including the special dividend).

Through the end of the day on March 6, 2017, the parties continued to negotiate open issues, including the size of the termination fee, triggers for the payment of the termination fee, the appropriate basis for the calculation of a termination fee in the context of a sponsorship transaction involving an acquisition of less than all of the Company’s equity interests, the economic terms of the sponsorship arrangements and the allocation of risk with respect to the following matters pending against the Company (which we refer to collectively as the Specified Litigation): D.E. Shaw Composite Holdings, L.L.C., et al. v. TerraForm Power, LLC, et al., Index No. 651752/2016 (N.Y. Sup. Ct.) (which we refer to as the First Wind Earnout Litigation); Chamblee v. TerraForm Power, Inc. et al., 16-cv-08039 (S.D.N.Y.); Gundin v. TerraForm Global, Inc. et al., C.A. No. 17-cv-03113 (S.D.N.Y.); Zornoza v. TerraForm Global, Inc. et al., C.A. 17-cv-04108 (S.D.N.Y.) (each of the foregoing, other than the First Wind Earnout Litigation, are now coordinated with other lawsuits under the title In re: SunEdison, Inc., Securities Litigation, 16-md-02742 (S.D.N.Y.)); and any subsequent litigation arising from any of the foregoing matters, including, but not limited to, amended or reformed pleadings related thereto.

Representatives of Brookfield ultimately stated that Brookfield would not enter into any transaction that included a termination fee of less than $50 million. In addition, members of management of the Company, based on discussions with representatives of Sullivan & Cromwell and Hughes Hubbard, ultimately recommended to the Company’s conflicts committee and board of directors that the Company issue to Brookfield additional shares of Class A common stock, in accordance with a formula set forth in the transaction agreement, in respect of the final resolution of the Specified Litigation. See “The Transaction Agreement—Covenants—Equity Adjustment with Respect to Final Resolution of Specified Litigation” beginning on page 129. Members of management of the Company and representatives of Brookfield, together with representatives of Sullivan & Cromwell, Cravath, Skadden and Akin Gump, also negotiated the final terms of the voting and support agreement (which ultimately included a termination right for SunEdison in the event that SunEdison’s board of directors received a superior proposal in respect of SunEdison itself, but the termination right was only available during the period prior to the entry by the bankruptcy court of an order approving the voting and support agreement, which order was entered by the bankruptcy court on June 7, 2017), the creditor support agreement and the settlement agreement.

On March 4, 2017, the conflicts committee met. Mr. Blackmore, Messrs. Compton, Dahya, Fong and Stark, members of management of the Company and representatives of Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard, Sullivan & Cromwell and WilmerHale were present. Representatives of Sullivan & Cromwell provided an update as to the progress of negotiations, including with respect to the settlement agreement, and reviewed the terms of the current draft of the transaction agreement and ancillary documents, including major open items. The conflicts committee discussed the proposed termination fee and various deal protection terms.

On March 5, 2017, as part of a proposal to resolve all of the substantive open issues described above, Brookfield increased its offer price to $12.00 per share on a fully-diluted basis for a majority interest in a sponsorship arrangement with the Company, plus an adjustment to the number of shares of Class A common stock to be received by Brookfield in the event of an adverse outcome of the Specified Litigation. Brookfield’s offer price included a special dividend to be paid by the Company in respect of shares of Class A common stock (including those held by Brookfield) and equity awards prior to the effective time of the merger, and was based on the number of shares of Class A common stock issued and outstanding at the time of such offer and did not take into account the increase in the number of shares of the Company’s Class A common stock resulting from the SunEdison additional shares. Brookfield’s offer price was not conditioned on the closing of a transaction with Global. Based on such increased number of shares of Class A common stock issued and outstanding as a result of the SunEdison additional shares, the price offered by Brookfield on March 5, 2017 was equivalent to $11.46 (including the special dividend).

On March 6, 2017, the Company’s board of directors met. Members of management of the Company and representatives of Centerview, Morgan Stanley, Greenberg Traurig, Hughes Hubbard and Sullivan & Cromwell were present. Shortly after the commencement of the meeting, the meeting adjourned to allow the members of the conflicts committee to hold a separate meeting of the conflicts committee to discuss the process of managing conflicts of interest in connection with the proposed Brookfield transaction. Present at the meeting of the conflicts committee were all the members of the conflicts committee and representatives of Hughes Hubbard and Morgan Stanley. Following the meeting of the conflicts committee, the meeting of the Company’s board of directors resumed with all the directors being present. A representative of Sullivan & Cromwell then discussed with the directors their fiduciary duties under Delaware law. Representatives of Sullivan & Cromwell and Morgan Stanley reviewed the latest developments in negotiations and discussions with Brookfield. Representatives of Centerview and Morgan Stanley reviewed certain financial analyses that they had performed. Members of management of the Company reviewed the terms of the proposed transaction, as compared to the stand-alone plan, noting that the execution risks of the stand-alone plan were considerable and the opportunities to create financial results in excess of the forecast amounts would be difficult to realize.

Members of management of the Company, after reviewing the Company’s stand-alone plan and the Brookfield sponsorship transaction, unanimously recommended that the Company’s board of directors approve a sponsorship transaction with Brookfield on the terms that had been presented to the board of directors of the Company, which reflected the updated proposal made by Brookfield on March 5, 2017. Representatives of Sullivan & Cromwell also reviewed the latest changes to the transaction agreement, the ancillary documents and the settlement agreement. The meeting of the Company’s board of directors then adjourned to allow the members of the conflicts committee to hold a separate meeting of the conflicts committee. Present at the meeting of the conflicts committee were all the members of the conflicts committee and representatives of Hughes Hubbard and

Morgan Stanley. During such meeting, the conflicts committee discussed retention incentives for the benefit of the management of the Company and the contemplated changes to the incentive distribution rights issued by Terraform Power, LLC, in each case, in the context of the Brookfield transaction. Following the conflicts committee’s meeting, the meeting of the Company’s board of directors resumed, with all the directors being present, for continued discussions about the Brookfield transaction. The meeting of the board of directors then adjourned to allow the members of the conflicts committee to hold a separate meeting about the proposed Brookfield transaction. Present at the meeting of the conflicts committee were all the members of the conflicts committee and representatives of Hughes Hubbard. During the meeting of the conflicts committee, representatives of Morgan Stanley were invited to the meeting and rendered Morgan Stanley’s oral opinion, which was subsequently confirmed in writing, to the conflicts committee that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the per share merger consideration together with the special dividend to be received by the holders of shares of Class A common stock pursuant to the transaction agreement was fair from a financial point of view to the holders of shares of Class A common stock (other than the holders of excluded shares or SunEdison and its affiliates). For a detailed discussion of Morgan Stanley’s opinion, see “Opinion of Morgan Stanley” beginning on page 83. The representatives of Morgan Stanley left the meeting and representatives of Centerview were then invited to the meeting and reviewed with the conflicts committee Centerview’s financial analysis of the aggregate consideration, and rendered to the conflicts committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 6, 2017, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion as set forth in such opinion, the aggregate consideration to be paid to the holders of shares of Class A common stock (other than excluded shares as specified in such opinion) pursuant to the transaction agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, see “Opinion of Centerview” beginning on page 75. Following discussion, the conflicts committee unanimously (i) determined, and recommended that the Company’s board of directors determine, that the merger was fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable, and recommended that the Company’s board of directors approve and declare advisable, the transaction agreement and the transactions contemplated thereby and directed, and recommended that the Company’s board of directors direct, that the transaction agreement and the transactions contemplated thereby be submitted to the holders of shares of Class A common stock and Class B common stock for their adoption and approval and (ii) resolved to recommend, and recommended that the Company’s board of directors resolve to recommend, that the holders of shares of Class A common stock and Class B common stock adopt and approve the transaction agreement and the transactions contemplated thereby.

Following the conflicts committee’s meeting, the meeting of the Company’s board of directors resumed with all the directors being present. Representatives of Centerview reviewed with the Company’s board of directors Centerview’s financial analysis of the aggregate consideration, and rendered to the Company’s board of directors an oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 6, 2017, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion as set forth in such opinion, the aggregate consideration to be paid to the holders of shares of Class A common stock (other than excluded shares as specified in such opinion) pursuant to the transaction agreement was fair, from a financial point of view, to such holders. Representatives of Morgan Stanley rendered Morgan Stanley’s oral opinion, which was subsequently confirmed in writing, to the Company’s board of directors that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the per share merger consideration together with the special dividend to be received by the holders of shares of Class A common stock pursuant to the transaction agreement was fair from a financial point of view to the holders of shares of Class A common stock (other than the holders of excluded shares or SunEdison and its affiliates). The chairman of the conflicts committee presented the recommendation of the conflicts committee that the Company’s board of directors vote in favor of the transaction. Following discussion, the members of the Company’s board of directors voting on the matter unanimously (i) determined that the merger was fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable the transaction agreement and the transactions contemplated thereby and directed that the transaction agreement and the

transactions contemplated thereby be submitted to the holders of shares of Class A common stock and Class B common stock for their adoption and approval and (ii) resolved to recommend that the holders of shares of Class A common stock and Class B common stock adopt and approve the transaction agreement and the transactions contemplated thereby.

Negotiations to resolve open issues and to finalize definitive documentation for the transaction agreements continued until late in the night of March 6, 2017.

Following the entry into the transaction agreement, the Company, Brookfield and their respective advisors began to work to satisfy the conditions precedent to the closing of the merger and finalized governance arrangements in accordance with the proposed governance terms. On July 26, 2017, the Company’s conflicts committee and board of directors held a joint meeting. Members of management of the Company and representatives of Hughes Hubbard and Sullivan & Cromwell were present. Following discussion, the members of the conflicts committee unanimously resolved to recommend that the board of directors establish a committee of the board designated as the transition committee to supervise and oversee the preparation by management of contingency plans, processes and resources for the Company in the event that closing under the transaction agreement does not occur and, in connection with such contingency plans, to oversee engagement and interaction between the Company and Brookfield and its affiliates prior to the closing of the transactions contemplated by the transaction agreement, including for purposes of avoiding conflicts of interest, and to supervise and oversee management in connection with the processes, activities and resources required to achieve a successful closing of the transactions contemplated under the transaction agreement and accelerating and facilitating the transition to the management and operational structure of the Company contemplated by the transaction agreement following the merger. On July 28, 2017, the board of directors met. Members of the management of the Company and representatives of Hughes Hubbard and Sullivan & Cromwell were present. Following discussion and upon the recommendation of the conflicts committee, the board of directors authorized and designated the transition committee.

Reasons for the Transactions; Recommendation of the Company’s Board of Directors

The board of directors recommends that you vote “FOR” the proposal to adopt and approve the transaction agreement and “FOR” the proposal to approve the charter amendment.

The board of directors, at a meeting held on March 6, 2017, determined that the transaction agreement and the transactions contemplated by the transaction agreement (including the merger, the charter amendment and the sponsorship arrangements) are fair to, and in the best interests of, the Company and its stockholders and approved and declared advisable the transaction agreement and the transactions contemplated by the transaction agreement (including the merger, the charter amendment and the sponsorship arrangements), and resolved that the transaction agreement be submitted for consideration by the stockholders of the Company at a special meeting of stockholders, and recommended that the stockholders of the Company vote to adopt and approve the transaction agreement and to approve the charter amendment.

In evaluating the transaction agreement and the transactions contemplated thereby, the conflicts committee and the board of directors consulted with the Company’s outside financial and legal advisors and senior management at various times and compared a variety of alternatives and considered numerous factors, including the following non-exhaustive list of material factors and benefits of the transactions contemplated by the transaction agreement, each of which the conflicts committee and the board of directors indicated was in support of their respective determinations that the transactions contemplated by the transaction agreement, resulting in a sponsorship of the Company, were superior to other strategic alternatives, including a whole-company sale alternative or a stand-alone alternative:

In the course of their deliberations, the conflicts committee and the board of directors also considered, among other things, the following potentially negative factors regarding the merger and the transactions contemplated by the transaction agreement:

The conflicts committee and the board of directors concluded that these potentially negative factors were substantially outweighed by the benefits presented by the transactions contemplated by the transaction agreement for the Company’s stockholders. Accordingly, the conflicts committee and the board of directors concluded that the merger was fair to, and in the best interests of, the Company’s stockholders.

The foregoing discussion of the information and factors considered by the conflicts committee and the board of directors is not intended to be exhaustive, but includes the material factors considered by the conflicts committee and the board of directors. In view of the variety of factors considered in connection with their respective evaluation of the transaction agreement and transactions contemplated thereby, neither the conflicts committee nor the board of directors found it practicable to, and neither the conflicts committee nor the board of directors did, quantify or otherwise assign relative weights to the specific factors considered in reaching their respective determination and their respective recommendation. In addition, individual directors may have given different weights to different factors. Neither the conflicts committee nor the board of directors undertook to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their respective ultimate determination. Each of the conflicts committee and the board of directors based its respective recommendation on the totality of the information presented.

Opinions of the Company’s Financial Advisors

The Company retained Centerview and Morgan Stanley as the Company’s financial advisors to advise the Company and from time to time, the conflicts committee and the board of directors, with respect to the review of strategic alternatives for the Company, including a possible sale of the whole Company or a sponsorship transaction. Centerview and Morgan Stanley are collectively referred to in this proxy statement as the Company’s financial advisors.

Opinion of Centerview

On March 6, 2017, Centerview rendered to the conflicts committee and the board of directors of the Company its oral opinion, subsequently confirmed in a written opinion dated March 6, 2017, that, as of such

date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion as set forth in such opinion, the aggregate consideration to be paid to the holders of shares of Class A common stock (other than excluded shares, which for purposes of this section also include any other shares of Class A common stock held by any affiliate of the Company (including, without limitation, SunEdison) or Brookfield) pursuant to the transaction agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated March 6, 2017, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex D and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety to the full text of Centerview’s written opinion attached as Annex D. Centerview’s financial advisory services and opinion were provided for the information and assistance of the board of directors of the Company and the conflicts committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transactions and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of the shares of Class A common stock (other than excluded shares) of the aggregate consideration to be paid to such holders pursuant to the transaction agreement and did not address any other term or aspect of the transaction agreement or the transactions. Elections by any Company stockholder of the per share stock consideration and per share cash consideration are subject to certain proration and adjustment procedures set forth in the transaction agreement, as to which Centerview’s opinion expressed no view or opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the transactions or any other matter, including, without limitation, whether such stockholder should elect to receive the per share cash consideration or the per share stock consideration in the transactions.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of the Company and Brookfield regarding their assessment of the internal data (including without limitation, the Company forecasts) and the surviving corporation forecasts, as appropriate, and the strategic rationale for the transactions. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Company’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Company’s direction, that the internal data (including, without limitation, the Company forecasts) were reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of the Company as to the matters covered thereby and, that the surviving corporation forecasts were reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of the Company and Brookfield Holdco as to the matters covered thereby, and Centerview relied, at the Company’s direction, on the internal data (including, without limitation, the Company forecasts) for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the internal data (including, without limitation, the Company forecasts) or the assumptions on which it was based. In addition, at the Company’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company or any other person, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company or any other person. Centerview assumed, at the Company’s direction, that the final executed transaction agreement and ancillary agreements would not differ in any respect material to Centerview’s analysis or opinion from the draft agreements reviewed by Centerview. Centerview also assumed, at the Company’s direction, that the transactions will be consummated on the terms set forth in the transaction agreement and the ancillary agreements and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transactions, no delay, limitation, restriction, condition or other change, including any divestiture requirements or amendments or modifications, will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview also assumed that the transactions will have the tax consequences described in discussions with, and materials furnished to Centerview by, representatives of the Company. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, Brookfield Holdco, or any other person, or the ability of the Company or any other person to pay its obligations when they come due, or as to the impact of the transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters. For purposes of Centerview’s analysis and opinion and at the Company’s direction, Centerview assumed that the terms in the draft transaction agreement providing for the Brookfield Holdco equity adjustment will not result in the issuance of any additional shares of Class A common stock to Brookfield Holdco or any of its affiliates.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the transactions, or the relative merits of the transactions as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the shares of Class A common stock (other than excluded shares) of the aggregate consideration to be paid to such holders pursuant to the transaction agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the transaction agreement or the transactions, including, without limitation, the structure or form of the transactions, or any other agreements or arrangements contemplated by the transaction agreement or entered into in connection with or otherwise contemplated by the transactions, including, without limitation, (i) the fairness of the transactions or any other term or aspect of the transactions to, or any consideration to be received in connection therewith by, or the impact of the transactions on, the holders of any other class of securities, creditors or other constituencies of the Company (including, for the avoidance of doubt, the holders of excluded shares) or any other party, whether relative to the aggregate consideration to be paid to the holders of the shares of Class A common stock (other than excluded shares) pursuant to the transaction agreement or otherwise, (ii) the allocation of the aggregate consideration as among holders of shares of Class A common stock who elect to receive the per share cash consideration or to retain the per share stock consideration or (iii) the relative fairness of the per share cash consideration and the per share stock consideration. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the transactions contemplated by the settlement agreement, including the exchange of the Class B units of TerraForm Power, LLC pursuant thereto and the redemption and retirement of all shares of Class B common stock of the Company. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the transactions (including the consideration payable to the holders of the excluded shares), whether relative to the aggregate consideration to be paid to the holders of shares of Class A common stock (other than excluded shares) pursuant to the transaction agreement or otherwise.

Centerview’s opinion related in part to the relative values of the Company prior to giving effect to the transactions and the surviving corporation, which will be the Company, after giving effect to the transactions. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion expressed no view or opinion as to what the value of continuing shares of Class A common stock of the combined company actually will be when issued pursuant to the transactions or the prices at which shares of Class A common stock or continuing shares of Class A common stock will trade or otherwise be transferable at any time, including following the announcement or consummation of the transactions. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the transactions or any other matter, including, without limitation, whether such stockholder should elect to receive the per share cash consideration or the per share stock consideration in the transactions. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the board of directors and the conflicts committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transactions. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview’s Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the conflicts committee and the board of directors of the Company in connection with Centerview’s opinion, dated March 6, 2017. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described below represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some

of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the transactions. None of the Company, Brookfield Holdco, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 6, 2017 (the last trading day before the public announcement of the transactions) and is not necessarily indicative of current market conditions. The implied per share Class A common stock equity value ranges described below were based on the Company’s fully-diluted shares of Class A common stock outstanding after giving effect to the exchange by SunEdison of its Class B units in TerraForm Power, LLC for Class A common stock of the Company in the SunEdison exchange and the issuance of the SunEdison additional shares in accordance with the settlement agreement, and taking into account outstanding restricted stock units based on the internal data, which we refer to as the Company’s fully-diluted shares outstanding.

Standalone Financial Analysis—Management Growth Case

Centerview first performed a financial analysis of the Company on a stand-alone basis without a sponsor based on the Management Growth Case (see “The Merger—Certain Company Forecasts” beginning on page 93) utilizing the methodologies described below.

Consolidated Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on the Management Growth Case. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Centerview calculated a range of illustrative enterprise values for the Company based on the Management Growth Case by (a) discounting to present value as of December 31, 2016, using discount rates ranging from 7.00% to 7.50% (reflecting Centerview’s analysis of the Company’s weighted average cost of capital): (i) the forecasted fully-taxed unlevered free cash flows for the Company for the years 2017 through 2026, as reflected in the Management Growth Case; (ii) a range of illustrative terminal values of the Company, calculated based on a range of dividend yields for the terminal year of 8.25% to 9.75% plus estimated terminal year net debt, in each case as reflected in the Management Growth Case; and (iii) the forecasted net operating loss carryforwards for the Company, as reflected in the Management Growth Case, and (b) subtracting from the foregoing results the book value of the Company’s net debt as of December 31, 2016. Centerview divided the result of the foregoing calculations by the number of the Company’s fully-diluted shares outstanding to derive an implied per share equity value range for the shares of Class A common stock of $6.30 to $10.85, rounded to the nearest $0.05.

Selected Comparable Company Analysis

Centerview reviewed and compared certain financial information for the Company to corresponding financial information for the following seven publicly traded companies that Centerview deemed comparable, based on its experience and professional judgment, to the Company, which are referred to as the comparable companies:

Although none of the selected companies is directly comparable to the Company, these companies were selected because, among other reasons, they are publicly traded companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, Centerview considered to be similar to those of the Company. However, because none of the selected companies is directly comparable to the Company, Centerview believed it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using information it obtained from SEC filings and other data sources as of February 24, 2017, Centerview calculated for each of the selected companies, cash available for distribution per share as a percentage of market value of equity per share, which is referred to as CAFD Yield, for calendar year 2017, and dividends per share as a percentage of market value of equity per share, which is referred to as Dividend Yield, for calendar year 2018.

The results of this analysis are summarized as follows:

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its professional judgment, Centerview first (i) derived an implied per share equity value range for the shares of Class A common stock of $7.20 to $8.80, rounded to the nearest $0.05, by utilizing a CAFD Yield reference range of 9% to 11% and the Company’s 2017 estimated CAFD per share of $0.79, as set forth in the Management Growth Case, and (ii) derived an implied per share equity value range for the shares of Class A common stock of $7.80 to $9.20, rounded to the nearest $0.05 by utilizing a Dividend Yield reference range of 8.5% to 10.0% and the Company’s 2018 estimated dividends per share of $0.78, as set forth in the Management Growth Case.

Financial Analysis—Management Sponsor Case

Centerview also performed a financial analysis of the Company assuming Brookfield sponsorship based on the Management Sponsor Case (see “The Merger—Certain Company Forecasts” beginning on page 93) utilizing the methodologies described below. In performing such analyses, Centerview first calculated the implied per share equity value range for the shares of Class A common stock. Centerview then calculated an implied valuation range for the consideration payable per share of Class A common stock in the merger, assuming the cash-stock election in the transaction agreement results in a pro rata distribution of cash and shares with respect to each share of Class A common stock (other than with respect to the excluded shares). The implied valuation range of such consideration was calculated multiplying the high end and the low end of the foregoing implied per share of Class A common stock equity value ranges by 49% (the percentage of the total shares of Class A

common stock outstanding immediately prior to the effective time of the merger that will be retained by stockholders other than Brookfield Holdco or any direct or indirect subsidiary of Brookfield Holdco) and (ii) adding to each of the foregoing ranges (1) the special dividend of $1.94 and (2) $4.50, representing the pro rata cash consideration per share of Class A common stock. The pro rata cash consideration per share of Class A common stock was calculated as follows:

Consolidated Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on the Management Sponsor Case. Centerview calculated a range of illustrative enterprise values for the Company based on the Management Sponsor Case by (a) discounting to present value as of December 31, 2016, using discount rates ranging from 6.25% to 6.75% (reflecting Centerview’s analysis of the Company’s weighted average cost of capital with Brookfield as a sponsor): (i) the forecasted fully-taxed unlevered free cash flows for the Company for the years 2017 through 2022, as reflected in the Management Sponsor Case, (ii) a range of illustrative terminal values of the Company, calculated based on a range of dividend yields for the terminal year of 6.00% to 7.00% plus estimated terminal year net debt, in each case as reflected in the Management Sponsor Case, and (iii) the forecasted net operating loss carryforwards for the Company, as reflected in the Management Sponsor Case, and (b) subtracting from the foregoing results the book value of the Company’s net debt as of December 31, 2016. Centerview divided the result of the foregoing calculations by the number of the Company’s fully-diluted shares outstanding to derive an implied per share equity value range for the shares of Class A common stock of $12.30 to $17.35, rounded to the nearest $0.05, which resulted in a range of implied value of the per share merger consideration of $12.45 to $14.95.

Selected Comparable Company Analysis

Based on the analysis of the comparable companies, described above under “—Standalone Financial Analysis—Management Growth Case—Selected Comparable Company Analysis,” and other considerations that Centerview deemed relevant in its professional judgment, Centerview (i) derived an implied per share equity value range for the shares of Class A common stock of $9.50 to $12.45, rounded to the nearest $0.05, by utilizing a CAFD Yield reference range of 6.5% to 8.5% and the Company’s 2017 estimated CAFD per share of $0.81 as set forth in the Management Sponsor Case, which resulted in an range of implied value of the per share merger consideration of $11.10 to $12.35, and (ii) derived an implied per share equity value range for the shares of Class A common stock of $9.80 to $12.10, rounded to the nearest $0.05, by utilizing a Dividend Yield reference range of 6.25% to 7.75% and the Company’s 2018 estimated dividends per share of $0.77, as set forth in the Management Sponsor Case, which resulted in a range of implied value of the per share merger consideration of $11.25 to $12.35.

Other Considerations

Centerview observed certain additional information that was not considered part of its financial analyses for its opinion but was noted for informational purposes, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the conflicts committee and the board of directors of the Company in its evaluation of the transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the board of directors or management of the Company with respect to the aggregate consideration or as to whether the conflicts committee or the board of directors of the Company would have been willing to determine that a different consideration was fair. The consideration for the transactions was determined through arm’s-length negotiations between the Company and Brookfield Holdco and was approved by the conflicts committee and the board of directors of the Company. Centerview provided advice to the Company during these negotiations.

Centerview did not, however recommend any specific amount of consideration to the Company, the conflicts committee or the board of directors of the Company or that any specific amount of consideration constituted the only appropriate consideration for the transactions.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the past two years, Centerview has been engaged to provide certain financial advisory services to the Company and the conflicts committee from time to time, including with respect to the Company’s renegotiation of its agreement to acquire the Vivint Solar portfolio of installed residential rooftop solar systems in connection with the merger of Vivint Solar, Inc. with a subsidiary of SunEdison in 2015 (which was subsequently terminated), liability management and general financial advisory services, and Centerview has received and may in the future receive compensation from the Company for such services. In the past two years, Centerview has not been engaged to provide financial advisory or other services to Brookfield Holdco, Brookfield or SunEdison, and Centerview has not received any compensation from Brookfield Holdco, Brookfield, Merger Sub or SunEdison during such period. In addition, in the past two years, Centerview has been engaged to provide financial advisory or other services to the board of directors of Global, an affiliate of the Company, and Centerview has received, and may in the future receive, compensation from Global for such services. In connection with the pending acquisition of Global by certain affiliates of Brookfield, Global has agreed to pay Centerview an aggregate fee of $10.0 million, a portion of which was payable upon the rendering of Centerview’s fairness opinion to the board of directors of Global, and a significant portion of which is payable contingent upon consummation of such acquisition. In addition, during the period from July 2016 to April 2017, Centerview received from Global additional fees in the aggregate of approximately $4.4 million, consisting of monthly advisory fees and liability management fees, of which $225,000 will be credited against the fee payable upon consummation of the transaction between Global and certain affiliates of Brookfield. Global has also agreed to pay Centerview an additional $150,000 advisory fee per month through the earlier of September 2017 and the closing of such transaction. Centerview may provide financial advisory and other services to or with respect to the Company, Brookfield Holdco, Brookfield, SunEdison, Global or their respective affiliates in the future, for which it may receive compensation. Certain (i) of Centerview and Centerview’s affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Brookfield Holdco, Brookfield, SunEdison, Global or any of their respective affiliates, or any other party that may be involved in the transactions.

The conflicts committee and the board of directors of the Company selected Centerview as its financial advisor in connection with the transactions based on, among other things, Centerview’s reputation and its experience in the power generation sector and in complex transactions involving parties in bankruptcy. Centerview is an internationally recognized investment banking firm that has substantial experience in mergers and acquisitions and restructuring transactions.

In connection with Centerview’s services as financial advisor to the conflicts committee and the board of directors of the Company, the Company has agreed to pay Centerview an aggregate fee of $12.5 million (a portion of which was payable upon the rendering of Centerview’s opinion and a significant portion of which is payable contingent upon consummation of the transactions). In addition, during the period from November 2015 to April 2017, Centerview received from the Company additional fees in the aggregate of approximately $9.9 million, consisting of monthly advisory fees, liability management fees, fees associated with the amendment of the Vivint transaction and other advisory fees, of which $225,000 will be credited against the fee payable upon consummation of the transactions. The Company has also agreed to pay Centerview an additional $150,000 advisory fee per month through the earlier of September 2017 and the closing of the transactions. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Opinion of Morgan Stanley

Morgan Stanley was retained by the Company to act as its financial advisor in connection with the proposed merger. The Company selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, reputation and knowledge of the industry, business and affairs of the Company. On

March 6, 2017, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the conflicts committee and the board of directors of the Company that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the per share merger consideration together with the special dividend to be received by the holders of shares of Class A common stock pursuant to the transaction agreement was fair from a financial point of view to the holders of shares of Class A common stock (other than the holders of Excluded Shares (as defined below) or SunEdison and its affiliates). For the purposes of this section titled the “Opinion of Morgan Stanley,” “Excluded Shares” means (i) shares of Class A common stock held by Brookfield Holdco, Merger Sub or any other direct or indirect wholly-owned subsidiary of Brookfield Holdco, (ii) shares of Class A common stock held by the Company, (iii) Company restricted stock awards (which are treated in accordance with the terms of the transaction agreement), (iv) shares of Class A common stock held immediately prior to the effective time of the merger by any direct or indirect wholly-owned subsidiary of the Company that is taxable as a corporation and (v) shares of Class A common stock as to which dissenters’ rights have been perfected and not withdrawn.

The full text of Morgan Stanley’s written opinion to the conflicts committee and the board of directors, dated March 6, 2017, is attached to this proxy statement as Annex E. Our stockholders should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was addressed to, and rendered for the benefit of, the conflicts committee and the board of directors, in their capacities as such, and addressed only the fairness, from a financial point of view, of the per share merger consideration together with the special dividend to be received by the holders of shares of Class A common stock (other than the holders of Excluded Shares or SunEdison and its affiliates) pursuant to the transaction agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley was not requested to opine as to, and its opinion does not in any manner address, the relative merits of the transactions contemplated by the transaction agreement as compared to other business or financial strategies that might be, or, at the time the opinion was rendered, might have been available to the Company, nor does it address the underlying business decision of the Company to enter into the transaction agreement or the other transaction documents (as defined below) or proceed with any other transaction contemplated by the transaction agreement or the other transaction documents. Morgan Stanley’s opinion was not intended to, and does not, express an opinion or a recommendation as to how the stockholders of the Company should vote at the special meeting or any adjournment thereof or as to any other action that a stockholder should take in relation to the merger. In addition, Morgan Stanley expressed no opinion as to the terms of the Brookfield Holdco equity adjustment (as described in The Transaction Agreement—Covenants—Equity Adjustment with Respect to Final Resolution of Specified Litigation” beginning on page 129. ) or as to whether any issuance of shares with respect to the Brookfield Holdco equity adjustment will actually take place. In addition, Morgan Stanley expressed no opinion in respect of the SunEdison exchange (discussed in further detail in “The Transaction Agreement—Actions Immediately Prior to the Effective Time of the Merger—SunEdison Exchange; Issuance to SunEdison; and Payment of Special Dividend” beginning on page 112), the issuance of the SunEdison additional shares (discussed in further detail in “The Transaction Agreement—Actions Immediately Prior to the Effective Time of the Merger—SunEdison Exchange; Issuance to SunEdison; and Payment of Special Dividend” beginning on page 112) or the transfer of the outstanding IDRs from SunEdison and certain of its affiliates pursuant to the IDR transfer agreement.

In arriving at its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company and Brookfield Holdco, and formed a substantial basis for Morgan Stanley’s opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the merger, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of the Company of the future financial performance of the Company. At the Company’s direction, Morgan Stanley’s analysis relating to the business and financial prospects of the Company for purposes of its opinion was made on the bases of the financial projections of the Company’s management. Morgan Stanley was advised by the Company, and assumed, with the Company’s consent, that the projections of the Company’s management were reasonable bases upon which to evaluate the business and financial prospects of the Company. In addition, Morgan Stanley assumed that the merger and the other transactions contemplated by the transaction agreement and the other transaction documents (including the special dividend) would be consummated in accordance with the terms set forth in the transaction agreement and the other transaction documents without any waiver, amendment or delay of any terms or conditions that were material to its analysis, including, among other things, that Brookfield Holdco and the Company would obtain all financing necessary to consummate the merger and the other transactions contemplated by the transaction documents and that the definitive transaction agreement and the other transaction documents would not differ in any material respects from the drafts thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory, court or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that it is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters.

Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to be paid to any of the Company’s officers, directors or employees, or any class of such persons, relative to the per share merger consideration and special dividend to be received by the holders of shares of Class A common stock in the transaction. Morgan Stanley noted that it did not make any independent valuation or appraisal of the assets or liabilities of the Company or Brookfield Holdco, nor was it furnished with any such

valuations or appraisals. Morgan Stanley also noted that its opinion was not a solvency opinion and did not in any way address the solvency or financial condition of the Company or any other entity. In arriving at its opinion, Morgan Stanley also noted that it is not a legal expert, and for purposes of its analysis it did not make any assessment of the status of any litigation involving the Company, or the settlement thereof. At the Company’s direction, Morgan Stanley did not take into account the effects of any litigation in its analysis and did not deduct from its analysis any amounts relating to the Brookfield Holdco equity adjustment; provided that, at the Company’s direction, Morgan Stanley included in its analysis certain Company restricted stock that had been awarded by the Company to former members of the management of the Company, the potential forfeiture of which is currently subject to litigation. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley does not assume any obligation to update, revise or reaffirm its opinion.

The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its written opinion to the conflicts committee and the board of directors of the Company, dated March 6, 2017. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Morgan Stanley’s opinion as to fairness is not the product of any single mathematical calculation.

Summary of Morgan Stanley Financial Analyses

For purposes of its financial analyses, Morgan Stanley conducted its analysis based on projections prepared by the Company’s management. Analysis of the stand-alone company without a sponsor was based on the Management Growth Case and the Management Stabilize Case, which we refer to collectively as the Stand-Alone Cases, while analysis of the Company assuming Brookfield sponsorship was based on the Management Sponsor Case. In each of the Stand-Alone Cases, the Company’s management assumed that it would deleverage the business with a combination of cash on the balance sheet and selected asset sales. Following this deleveraging, the Management Growth Case assumes that the Company is able to grow by sourcing and completing accretive acquisition opportunities funded by the equity and debt capital markets. The Management Stabilize Case assumes that, following the initial deleveraging, the Company continues to operate its existing business but does not successfully execute on a growth strategy by completing accretive acquisitions. The Management Sponsor Case represents the Company, management’s view of the Company’s operations under Brookfield’s sponsorship based on the Company’s management’s judgment and discussions with Brookfield. The Stand-Alone Cases and the Management Sponsor Case are further described under “The Merger—Certain Company Forecasts” beginning on page 93. Morgan Stanley used its financial analyses to determine reference valuation ranges for both Stand-Alone Cases and the Management Sponsor Case.

The Company’s management provided Morgan Stanley with a fully-diluted, as converted share count of 141,960,555 as of March 3, 2017. This share count was composed of 48,202,310 shares of Class B common stock owned by SunEdison, 91,166,019 shares of Class A common stock, 1,531,527 shares of Class A common stock subject to Company RSUs, and 1,060,699 Company restricted stock awards. The fully-diluted, as converted share count included certain Company restricted stock that had been awarded by the Company to former members of the management of the Company (the potential forfeiture of which is currently subject to litigation). At the Company’s direction Morgan Stanley assumed that pursuant to the settlement agreement, SunEdison’s shares of Class B units would be exchanged for shares of Class A common stock (and, as a result, all shares of Class B common stock held by SunEdison or any of its controlled affiliates would be automatically redeemed and retired), and approximately 6,626,204 additional shares of Class A common stock would be issued to SunEdison, increasing its ownership to 36.9% of the Company and increasing the fully-diluted, as converted share count to 148,586,759 immediately prior to the effective time of the merger, which Morgan Stanley used for

its analysis based upon management’s guidance. Except as set forth in this paragraph, at the Company’s direction, Morgan Stanley did not take into account the effects of any pending litigation in its analysis.

Stand-Alone Financial Analyses

Trading Yield Analysis

Morgan Stanley performed a trading yield analysis, which calculates the implied per-share equity value of a company by comparing it to similar publicly traded companies. Morgan Stanley reviewed and compared certain financial information relating to the Company to corresponding publicly available financial information and consensus equity research estimates for the selected companies. The selected comparable companies, which we refer to as the Management Growth Case Comparables, were chosen because they have businesses, operating metrics and characteristics that may be considered similar to the Company as a stand-alone company.

The companies included in this trading yield analysis are:

For purposes of this analysis, Morgan Stanley calculated each selected company’s dividend yield for calendar years 2017 and 2018 by dividing the equity research consensus estimate of its dividend for the applicable year by such company’s stock price, in each case, as of March 3, 2017.

Based on its professional judgment and taking into account the Management Growth Case Comparables, Morgan Stanley applied a dividend yield range of 6.0% to 8.5% to the dividend of $0.67 per share of Class A common stock for 2017 under the Management Growth Case. Morgan Stanley then applied, based on its professional judgment, a yield premium of 150 basis points for the Management Stabilize Case, implying a dividend yield range of 7.5% to 10.0% to reflect a significantly lower growth profile of the Company as compared with the Management Growth Case. This 7.5% to 10.0% dividend yield range was then applied to the dividend of $0.67 per share of Class A common stock for 2017 under the Management Stabilize Case. The analysis resulted in the following implied reference ranges of equity value per share of Class A common stock, rounded to the nearest $0.25:

Based on its professional judgment and taking into account the Management Growth Case Comparables, Morgan Stanley applied a dividend yield range of 6.5% to 9.5% to the dividend of $0.78 per share of Class A common stock for 2018 under the Management Growth Case. Morgan Stanley then applied, based on its professional judgment, the same yield premium of 150 basis points described above for the Management Stabilize Case, implying a dividend yield range of 8.0% to 11.0%. This 8.0% to 11.0% dividend yield range was then applied to the dividend of $0.78 per share of Class A common stock for 2018 under the Management Stabilize Case. The analysis resulted in the following implied reference ranges of equity value per share of Class A common stock, rounded to the nearest $0.25:

No company included in the trading yield analysis is identical to the Company. In evaluating the selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market, financial conditions, financial metrics and other matters, many of which are beyond the control of the Company. These include, among other things, characteristics of the selected companies,

including financial and operating metrics, the impact of competition on the business of the Company or the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial market in general.

Levered Discounted Cash Flow Analysis

Morgan Stanley performed a levered discounted cash flow analysis of the Company, which is intended to provide an implied equity value of a company by calculating the present value of the estimated future free cash flows to equity (after debt service) and terminal value of the applicable company. Morgan Stanley calculated a range of implied equity values for the Company based on the sum of the discounted net present values of (i) the annual levered free cash flows that the Company is estimated to generate between the valuation date of September 30, 2017 and the terminal date of December 31, 2026, and (ii) the projected terminal value of the Company as of December 31, 2026, in each case using the financial projections provided by the Company’s management in each of the Management Stabilize Case and the Management Growth Case. The Company’s calculated equity value was then divided by the 148,586,759 shares outstanding post-settlement to arrive at a per share value for the company.

In performing the discounted cash flow analysis, Morgan Stanley first calculated the estimated levered free cash flows of the Company. For purposes of the Management Stabilize Case, management of the Company indicated that the Company’s net operating losses would eventually be fully utilized. As a result, in the Management Stabilize Case, Morgan Stanley performed a present value analysis of the tax shields associated with the Company’s net operating loss carryforwards. For purposes of the Management Growth Case, management of the Company assumed that the Company would generate net operating losses into the foreseeable future and therefore would not be a taxpayer during the forecast period and beyond. As a result, in the Management Growth Case, Morgan Stanley did not tax-effect any cash flows or the terminal value. Morgan Stanley then calculated a terminal value of the Company at the end of the forecast period.

With respect to the Management Stabilize Case, Morgan Stanley calculated a terminal value by applying a range of perpetuity growth rates of (0.5%) to 0.5%, based on Morgan Stanley’s professional judgment, to the aggregate cash distributions (which was management’s estimate of the cash available for distribution multiplied by management’s target payout ratio of 85%) forecasted for 2026 pursuant to the Management Stabilize Case. With respect to the Management Growth Case, Morgan Stanley calculated a terminal value by applying a dividend yield range to the aggregate cash distributions forecasted for 2026 pursuant to the Management Growth Case. Using its professional judgment, Morgan Stanley applied a dividend yield range of 6.8% to 7.8%. This range was based upon the dividend yields that the Management Growth Case Comparables traded at as of March 3, 2017, which were calculated by annualizing the dividends declared by each company in the previous quarter and dividing such number by the respective company’s closing stock price on March 3, 2017 to determine the company’s last quarter annualized, or LQA, trading yield. The companies included in the stand-alone trading yields analysis were:

The levered free cash flows and terminal values were then discounted to present value based on a valuation date of September 30, 2017 using discount rates ranging from 9.3% to 11.3% to arrive at an estimate of the Company’s equity value. This cost of equity range was based on Morgan Stanley’s estimate of the Company’s cost of equity applying a capital structure that Morgan Stanley deemed in its professional judgment to be consistent with the Company’s peers. The estimate of equity value was then divided by the 148,586,759 fully-diluted, as converted shares outstanding (post-settlement) to arrive at an estimated per share equity value for the company. This analysis indicated the following implied reference ranges of equity value per share of Class A Common Stock, rounded to the nearest $0.25:

Dividend Discount Analysis

Morgan Stanley performed a dividend discount analysis, which is designed to provide an intrinsic value reference range for a company by calculating the present values of the estimated dividends per share and terminal value per share forecasted for the applicable company. Morgan Stanley performed this analysis on the Management Growth Case, and not on the Management Stabilize Case based on its professional judgment about this methodology’s greater applicability to the Management Growth Case that reflects a growing stream of dividends to shareholders. Morgan Stanley calculated a range of present values based upon the dividends that the Company was expected to generate under the Management Growth Case between the valuation date of September 30, 2017 and the terminal date of December 31, 2022 based upon the Management Growth Case. Morgan Stanley then derived an implied terminal value of the Company by applying a range of terminal LQA dividend yields from 6.8% to 7.8% to the expected annualized dividend in the fourth quarter of 2022 in the Management Growth Case. Morgan Stanley selected this range taking into account the LQA dividend yields of each of the Management Growth Case Comparables as of March 3, 2017. The per-share dividends and terminal value were then discounted to present value based on a September 30, 2017 valuation date. The discount rate range of 9.3% to 11.3% was used, based on Morgan Stanley’s estimate of the Company’s cost of equity. This analysis indicated an implied reference range of equity value per share of Class A common stock of $9.50 to $11.25, rounded to the nearest $0.25.

Trading Range Analysis and Research Price Targets

For reference purposes only, Morgan Stanley reviewed the historical trading range of Class A common stock for the six-month period ended March 3, 2017 and noted that (a) the low and high closing stock prices for Class A common stock during such period were $7.44 and $14.59, respectively, per share, (b) the closing stock price for Class A common stock on June 28, 2017, the last trading day prior to Brookfield Holdco filing its Schedule 13D with respect to its ownership of shares of Class A common stock, was $8.75 per share and (c) the closing stock price for Class A common stock on March 3, 2017, the date of Morgan Stanley’s valuation analysis of the Company, was $11.67 per share. Morgan Stanley also reviewed price targets for shares of Class A common stock prepared and published by equity research analysts, which reflect each analyst’s estimate of the future public market trading price of Class A common stock. Morgan Stanley discounted such Class A common stock price targets to present value at a 12.0% cost of equity for the Company, based on the company’s then-current capital structure as of March 3, 2017. Morgan Stanley noted that the resulting range of price targets for Class A common stock as of March 3, 2017, discounted as described above, was approximately $11.25 to $12.75 per share of Class A common stock, rounded to the nearest $0.25. Morgan Stanley noted that the trading range analysis and research price targets were not adjusted for the 6,626,204 shares of Class A common stock to be issued by the Company to SunEdison as SunEdison additional shares or for certain Company restricted stock that had been awarded by the Company to former members of the management of the Company, the potential forfeiture of which is currently subject to litigation.

Value Reference Range for Management Stabilize Case and Management Growth Case

Based upon the trading yield valuation range of $6.75 to $9.75 per share of Class A common stock and the levered discounted cash flow valuation range of $6.00 to $7.25 per share of Class A common stock, Morgan Stanley arrived at a reference valuation range of $6.00 to $9.75 per share of Class A common stock for the Management Stabilize Case. Based upon the trading yield valuation range of $8.00 to $12.00 per share of Class A common stock, the levered discounted cash flow valuation range of $6.75 to $11.00 per share of Class A common stock, and the dividend discount valuation range of $9.50 to $11.25 per share of Class A common stock, Morgan Stanley arrived at a reference valuation range of $6.75 to $12.00 per share of Class A common stock for the Management Growth Case.

Management Sponsor Case Financial Analyses

Morgan Stanley calculated a reference valuation range for the consideration payable per share of Class A common stock in the merger pursuant to the transaction agreement, assuming the cash-stock election in the transaction agreement results in a pro rata distribution of cash and shares with respect to each share of Class A common stock (other than with respect to the Excluded Shares). The reference valuation range of such consideration was calculated as the sum of (i) the pro rata cash consideration per share of Class A common stock payable in the merger pursuant to the terms of the transaction agreement and (ii) the implied valuation reference range of the pro rata equity ownership of the Company per share of Class A common stock.

The pro rata cash consideration per share of Class A common stock was calculated as the sum of (i) the special dividend of $1.94 per share of Class A common stock, which for purposes of the Management Sponsor Case financial analyses is referred to as the Pre-Deal Dividend, payable by the Company pursuant to the terms of the transaction agreement and (ii) pro rata cash consideration of $4.50 per share of Class A common stock in the merger based on the offer price of $11.46 per share of Class A common stock (after taking into account the SunEdison additional shares issued to SunEdison pursuant to the settlement agreement). Cash consideration per share of Class A common stock was calculated as follows:

The analysis assumes that, immediately after the closing of the merger, each holder of Class A common stock would retain 0.53 shares in the Company per share of Class A common stock held by such holder (based on the assumption that the cash-stock election in the transaction agreement results in a pro rata distribution of cash and shares in respect of each share of Class A common stock other than with respect to the Excluded Shares). The calculation of pro rata retained shares in the Company per share of Class A common stock was as follows:

As a result of the above analysis, Morgan Stanley calculated the reference valuation ranges for the consideration payable in the merger pursuant to the transaction agreement as the sum of (i) $6.44 of pro rata cash consideration per existing share of Class A common stock and (ii) implied reference ranges of equity value per share of Class A common stock based on retained ownership of 0.53 of a share of Class A common stock under the Management Sponsor Case, which for purposes of the Management Sponsor Case financial analyses is referred to as the Consideration. Morgan Stanley did not deduct from its analysis any amounts or account for any share issuance relating to the Brookfield Holdco equity adjustment.

Trading Yield Analysis

Morgan Stanley performed a trading yield analysis using the same methodology as for the Stand-Alone Cases. The selected comparable company, which we refer to as the Sponsor Comparable, was chosen because its business, operating metrics and characteristics may be considered similar to the Company under Brookfield’s sponsorship. The company included in the sponsor trading yields analysis was:

Based on its professional judgment and taking into account the Sponsor Comparable, Morgan Stanley applied a dividend yield range of 6.0% to 7.0% to the dividend of $0.69 per share of Class A common stock for 2017 under the Management Sponsor Case. The implied value of this analysis plus the pro rata cash consideration to be received by holders of shares of Class A common stock of $6.44 resulted in an implied reference range of equity value per share of Class A common stock of $11.50 to $12.50 under the Management Sponsor Case, rounded to the nearest $0.25.

Based on its professional judgment and taking into account the Sponsor Comparable, Morgan Stanley applied a dividend yield range of 6.5% to 7.5% to the dividend of $0.76 per share of Class A common stock for 2018 under the Management Sponsor Case. This analysis resulted in an implied reference range of the Consideration per share of Class A common stock of $11.75 to $12.50 under the Management Sponsor Case, rounded to the nearest $0.25.

Dividend Discount Analysis

Morgan Stanley performed a dividend discount analysis using the financial projections provided by the Company’s management under the Management Sponsor Case in order to derive a valuation reference range for the value of the shares of Class A common stock of the Company following the merger. Morgan Stanley calculated a range of present values based upon the dividends that the Company was expected to generate under the Management Sponsor Case between the valuation date of September 30, 2017 and the terminal date of December 31, 2022 based upon the Management Sponsor Case. Morgan Stanley then derived an implied terminal value of the Company by applying a range of terminal LQA dividend yields from 6.0% to 7.0% to the expected annualized dividend in the fourth quarter of 2022 in the Management Sponsor Case. Morgan Stanley selected this range taking into account the LQA dividend yield of the Sponsor Comparable, which was 6.5% as of March 3, 2017. Morgan Stanley then discounted the dividends per share and terminal value to present value based on a September 30, 2017 valuation date. Because the capital structure in the Management Sponsor Case is projected to change significantly during the forecast period as a result of substantial debt paydown, Morgan Stanley estimated discount rates for each calendar year of the analysis. The discount rates used in the analysis ranged from 8.6% to 12.6% based on the Company’s capital structure in each respective year. This analysis resulted in an implied reference range of the Consideration per share of Class A common stock of $12.00 to $13.25 rounded to the nearest $0.25.

Management Sponsor Case Value Reference Range

Based upon the trading yield valuation reference range of $11.50 to $12.50 per share of Class A common stock and the dividend discount valuation reference range of $12.00 to $13.25 per share of Class A common stock, Morgan Stanley derived a reference valuation range of $11.50 to $13.25 per share of Class A common stock for Consideration in the Management Sponsor Case. Morgan Stanley noted that this range was higher than the estimated value reference range for the Management Growth Case (which was in turn, higher than the estimated value reference range of the Management Stabilize Case).

General

Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may

have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be Morgan Stanley’s view of the actual value of a share of Class A common stock. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of the Company or Brookfield Holdco, and variations to such financial assumptions and methodologies may impact the results of Morgan Stanley’s analyses. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the per share merger consideration together with the special dividend to be received by holders of shares of Class A common stock pursuant to the transaction agreement (other than to the holders of Excluded Shares or SunEdison and its affiliates). These analyses do not purport to be appraisals or to reflect the prices at which shares of Class A common stock before or after the effective time of the merger might actually trade.

The per share merger consideration, the special dividend and the other terms of the transaction agreement were determined through arm’s length negotiations between the Company and Brookfield Holdco and were approved by the conflicts committee and the board of directors of the Company. Morgan Stanley provided advice to the conflicts committee and the board of directors of the Company during these negotiations, but did not, however, recommend any specific merger consideration to the board of directors or the conflicts committee of the Company or that any specific merger consideration constituted the only appropriate consideration for the transaction.

Morgan Stanley’s opinion and its presentation to the conflicts committee and the board of directors of the Company was one of many factors taken into consideration by members of the board of directors voting on the matter and by the conflicts committee of the Company in deciding to approve the transaction agreement, the other transaction documents and the transactions contemplated thereby. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the board of directors or the conflicts committee of the Company with respect to the consideration or of whether the board of directors or the conflicts committee of the Company would have been willing to agree to different consideration.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice. Morgan Stanley acted as a financial advisor to the conflicts committee and the board of directors of the Company in connection with the merger, and the Company has agreed to pay Morgan Stanley a fee of $11,000,000 for its services, all of which is contingent upon the consummation of the merger. In addition, Morgan Stanley received a monthly advisory fee of $500,000 from July 2016 through March 2017 from the Company for its services. The Company has also agreed to reimburse Morgan Stanley for its reasonable expenses incurred in performing its services. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the date it rendered its opinion in connection with the merger, in addition to the services described in this proxy statement, Morgan Stanley and its affiliates provided financial advisory and financing services to the Company and its affiliates, other than SunEdison, and received aggregate fees of approximately $35 million in connection with such services. As of March 6, 2017, Morgan Stanley or one of its affiliates was a participant in the Company’s $725 million secured revolving credit facility and a lender to subsidiaries of the Company via a $500 million Term Loan A and a $44 million Term Loan A, with a total commitment of approximately $195 million in aggregate. In addition, in the two years prior to the date it rendered its opinion in connection with the merger, Morgan Stanley and its affiliates provided financial advisory and financing services to Brookfield Holdco and its affiliates, and received aggregate fees of approximately $1 million in connection with such services. As of March 6, 2017, Morgan Stanley or one of its affiliates was a participant in several financings and refinancings for Brookfield Holdco and its affiliates, which in each case is unrelated to the transactions contemplated by the transaction documents and for which Morgan Stanley would

expect to receive additional customary fees if such transactions are completed. In addition, in the two years prior to the date it rendered its opinion in connection with the merger, Morgan Stanley and its affiliates provided financial advisory and financing services to SunEdison and its affiliates, other than the Company and Global, and received aggregate fees of approximately $15 million in connection with such services. During this two year period, Morgan Stanley and its affiliates also provided financial advisory and financing services to Global and its affiliates, other than SunEdison and the Company, and received aggregate fees of approximately $14 million in connection with such services. As of March 6, 2017, Morgan Stanley or one of its affiliates was a participant in SunEdison’s approximately $660 million debtor-in-possession letter of credit facility, with a total commitment of approximately $60 million in aggregate.

Morgan Stanley may also seek to provide financial advisory and financing services to the Company, Brookfield Holdco and SunEdison and their respective affiliates in the future and would expect to receive customary fees for the rendering of those services.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Brookfield Holdco and its affiliates, the Company and its affiliates, SunEdison and its affiliates or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers may have committed and may commit in the future to invest in, investment funds managed by affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in private equity funds managed by Brookfield Holdco or its affiliates.

Certain Company Forecasts

The Company does not, as a matter of course, publicly disclose detailed financial forecasts as to future performance, earnings or other results due to the difficulty of predicting economic and market conditions and accurately forecasting the Company’s performance. However, in connection with its evaluation of the transaction agreement and the transactions contemplated thereby, the board of directors, the conflicts committee, the Company’s financial advisors and Brookfield and other potential counterparties were from time to time provided with non-public, unaudited financial forecasts prepared by management. These forecasts were prepared by management in good faith based on management’s reasonable best estimates and assumptions with respect to the Company’s future financial performance at the time they were prepared and speak only as of that time.

The summaries of these forecasts are not included in this proxy statement to induce any stockholder to vote in favor of the adoption of the transaction agreement or any other proposals to be voted on at the special meeting, but are included to provide information on the forecasts that were made available to the board of directors, the conflicts committee, the Company’s financial advisors and Brookfield, and from time to time, other potential counterparties, in connection with the transaction agreement. The inclusion of these forecasts should not be regarded as an indication that the Company, the board of directors, the conflicts committee, the Company’s financial advisors or Brookfield considered, or now considers, these forecasts to be a reliable prediction of future results or to support or fail to support your decision whether to vote for or against the proposal to adopt the transaction agreement. No person has made or makes any representation or warranty to any stockholder regarding the information included in these forecasts.

While these forecasts were prepared in good faith by management for the conflicts committee and the board of directors in connection with the proposed transactions, no assurance can be made regarding future events. Significant time has passed since the preparation of these forecasts, which were prepared in advance of presentation to the conflicts committee and the board of directors on March 6, 2017. The forecasts reflect assumptions as of the time of their respective preparation that are subject to change. Although presented with numerical specificity, these forecasts are based upon a variety of estimates and numerous assumptions made by management with respect to, among other matters, general business, economic, regulatory, market and financial conditions and other matters, including the factors described under the section titled “Cautionary Statement Regarding Forward-Looking Statements” on page 37, many of which are difficult to predict, are subject to

significant economic and competitive uncertainties, and are beyond the Company’s control. As a result, there can be no assurance that the estimates and assumptions made in preparing these forecasts will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected results. These forecasts cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on for that or any other purpose.

The forecasts include certain financial measures that do not conform to U.S. Generally Accepted Accounting Principles, which we refer to as GAAP, including adjusted earnings before interest, taxes, depreciation and amortization, which we refer to as adjusted EBITDA, and cash available for distribution, which we refer to as CAFD (each as further described below). This information is included because management believed these non-GAAP financial measures could be useful in evaluating the business, potential operating performance and cash flow of the Company. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as presented in the forecasts may not be comparable to similarly titled amounts used by other companies in the industry.

The forecasts were not prepared with a view toward public disclosure, soliciting proxies or complying with GAAP, the published guidelines of the SEC regarding financial projections and forecasts or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. Neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these forecasts and, accordingly, neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has expressed any opinion or given any other form of assurance on such information or its achievability, and assumes no responsibility for, and disclaims any association with, the prospective financial information.

The forecasts and the prospective financial information contained therein were prepared for the conflicts committee and the board of directors and presented on March 6, 2017 in connection with the proposed transactions. The Company has not updated, and does not intend to update or otherwise revise, the forecasts or the prospective financial information contained therein to reflect circumstances existing or arising since their preparation, including any changes in general economic or industry conditions, or to reflect the occurrence of unanticipated events. The forecasts and the prospective financial information contained therein do not necessarily reflect current estimates or assumptions management of the Company may have about prospects for the Company’s business, changes in general business or economic conditions, or any other transaction, event or circumstance that has occurred or that may occur and that was not anticipated, or that has occurred or that may occur differently than as anticipated, at the time the forecasts or any of the prospective financial information contained therein were prepared. Neither the Company nor any of its affiliates, advisors, directors, officers, employees, agents or representatives has made or makes any representation or warranty to any shareholder of the Company or other person regarding the ultimate performance of the Company compared to the information contained in the prospective financial information or that the financial forecasts will be achieved.

Management Stand-Alone Cases

In the Management Stabilize Case, management employed assumptions based on a scenario in which the Company would use existing cash and proceeds from anticipated asset sales to deleverage the business to a level consistent with that of peers, and thereafter would face challenges pursuing growth opportunities due to an inability to compete for and fund acquisitions. In the Management Growth Case, management employed assumptions based on a scenario in which the Company would use existing cash and proceeds from anticipated asset sales to deleverage the business to a level consistent with that of peers, and thereafter would successfully pursue growth through acquisitions of assets funded with equity and debt. The cases provided are illustrative of potential stand-alone company outcomes and do not necessarily reflect a base case view. The Management Growth Case was intended to illustrate a scenario wherein the Company is able to successfully navigate in an unproven sponsorless yieldco structure. Management did not consider this a probable scenario.

Management Sponsor Case

In the Management Sponsor Case, management, based on its own view at the time of the Company under the Brookfield sponsorship, employed operational, financial and growth assumptions based on its view of the

Company under Brookfield’s sponsorship. The Management Sponsor Case was developed using management’s judgment based on industry knowledge and expertise. Brookfield did not provide its own projections, but offered its view on certain assumptions over a five-year forecast period, which the Company management considered in preparing the Management Sponsor Case.

The following tables present in summary form certain of the financial measures projected in the forecasts in respect of the Management Stand-Alone Cases and the Management Sponsor Case:

Management Stabilize Case ($mm, except as otherwise noted)

Management Growth Case ($mm, except as otherwise noted)

Management Sponsor Case ($mm, except as otherwise noted)

Definitions of Certain Financial Terms

Adjusted EBITDA

The Company believes Adjusted EBITDA is useful to investors in evaluating the Company’s operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities. In addition, Adjusted EBITDA is used by management of the Company for internal planning purposes, including for certain aspects of the Company’s consolidated operating budget.

The Company defines Adjusted EBITDA as net income (loss) plus depreciation, accretion and amortization, non-cash affiliate general and administrative costs, acquisition related expenses, interest expense, gains (losses) on interest rate swaps, foreign currency gains (losses), income tax (benefit) expense and stock compensation expense, and certain other non-cash charges, unusual, non-operating or non-recurring items and other items that we believe are not representative of the Company’s core business or future operating performance. The Company’s definitions and calculations of these items may not necessarily be the same as those used by other companies. Adjusted EBITDA is not a measure of liquidity or profitability and should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure determined in accordance with U.S. GAAP.

CAFD

The Company believes cash available for distribution is useful to investors in evaluating the Company’s operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance. In addition, cash available for distribution is used by the Company’s management team for internal planning purposes.

The Company defines “cash available for distribution” or “CAFD” as adjusted EBITDA of TerraForm Power, LLC as adjusted for certain cash flow items that the Company associates with the Company’s operations. Cash available for distribution represents adjusted EBITDA (i) minus deposits into (or plus withdrawals from) restricted cash accounts required by project financing arrangements to the extent they decrease (or increase) cash provided by operating activities, (ii) minus cash distributions paid to non-controlling interests in the Company’s renewable energy facilities, if any, (iii) minus scheduled project-level and other debt service payments and repayments in accordance with the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (iv) minus non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, (v) plus or minus operating items as necessary to present the cash flows the Company deems representative of the Company’s core business operations, with the approval of the audit committee of the board of directors or the board of directors.

Regulation G Reconciliation of Non-GAAP Financial Measures

Reconciliations of Net Operating Revenue to Adjusted Revenue, Net Income /(Loss) to Adjusted EBITDA and Adjusted EBITDA to CAFD are provided below:

Management Stabilize Case ($mm, except as otherwise noted)