TerraForm Power, Inc.
7550 Wisconsin Ave, 9th Floor
Bethesda, Maryland 20814
January 6, 2015
VIA EDGAR
Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | TerraForm Power, Inc. |
Registration Statement on Form S-1
Filed January 8, 2015 as amended
File No. 333-200829
Dear Ms. Ransom:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, TerraForm Power, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. EST on Thursday, January 8, 2015, or as soon as thereafter practicable.
Please note that the Registrant acknowledges the following:
• | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, |
/s/ Carlos Domenech Zornoza |
Carlos Domenech Zornoza |
Chief Executive Officer |
cc: | Skadden, Arps, Slate, Meagher & Flom LLP |