Exhibit 99.1
Safe Harbor
With the exception of historical information, certain matters disclosed in this presentation are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties are described in the filings of SunEdison, Inc. (“SunEdison”) and TerraForm Power, Inc. (“TerraForm” and, together with SunEdison, the “Companies”) with the Securities and Exchange Commission (SEC), including SunEdison Inc.’s most recent report on Form 10-K, TerraForm Power, Inc.’s registration statement for its recent public equity offering, and each Company’s reports on Forms 10-Q and 8-K, in addition to the risks and uncertainties described on page 3 of this presentation. These forward-looking statements represent the Companies’ judgment as of the date of this presentation and the Companies disclaim any intent or obligation to update these forward-looking statements, except as otherwise required by law.
This presentation also includes non-GAAP financial measures. You can find a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the appendix to this presentation.
2
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including the timing of the completion of the First Wind acquisition, and typically can be identified by the use of words such as “expect,” “estimate,” “anticipate,” “forecast,” “intend,” “project,” “target,” “plan,” “believe” and similar terms and expressions. Certain matters discussed in this presentation and conference call are forward-looking statements. The forward-looking statements contained in this presentation represent the SunEdison and TerraForm’s judgment as of the date of this presentation and are based on current expectations and assumptions. Although SunEdison and TerraForm believe that their expectations and assumptions are reasonable, they can give no assurance that these expectations and assumptions will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, among others: the failure of counterparties to fulfill their obligations under off-take agreements; price fluctuations, termination provisions and buyout provisions in offtake agreements; TeraForm’s ability to enter into contracts to sell power on acceptable terms as offtake agreements expire; delays or unexpected costs during the completion of projects under construction; TerraForm’s ability to successfully identify, evaluate and consummate acquisitions from SunEdison, Inc. or third parties, including the acquisition of the First Wind wind generating projects from Sellers and to integrate such assets; government regulation; operating and financial restrictions under agreements governing indebtedness; SunEdison and TerraForm’s ability to borrow additional funds and access capital markets; SunEdison and TerraForm’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, and TerraForm’s ability to operate its business efficiently and enter into new business segments or new geographies. Furthermore, any dividends are subject to available capital, market conditions and compliance with associated laws and regulations and other matters that our board of directors deem relevant. SunEdison and TerraForm undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. The foregoing review of factors that could cause SunEdison and TerraForm’s actual results to differ materially from those contemplated in the forward-looking statements included in this report should be considered in connection with information regarding risks and uncertainties that may affect SunEdison and TerraForm’s future results included in SunEdison and TerraForm’s filings with the Securities and Exchange Commission available at www.sec.gov.
3
Transaction Summary
($M unless otherwise noted)
Sources of Funds
HY Notes Offering $800.0
PIPE Offering (Completed) 350.0
Public Equity Offering (Completed) 352.0
Total Funded Sources $1,502.0
Undrawn Revolver $550.0
Uses of Funds
First Wind Consideration $862.0
Refinance Term Loan 573.5
Fees, Expenses and Other 66.5
Total Funded Uses $1,502.0
Letter of Credit Postings $75.0
Pro Forma Capitalization
Pro Forma for
($M) First Wind
Cash and restricted cash $346.0
Total available liquidity(1) 821.0
Long-term debt (including current portion):
Revolver -
Term Loan -
Non-recourse project-level debt(2) 883.7
Senior Notes 800.0
Total long-term debt (including current portion) 1,683.7
Market Capitalization ($M)(3) 3,657.0
Total Capitalization ($M) 5,340.7
2015 Run-Rate Adjusted EBITDA(4) 326.3
2015 Run-Rate CFADS(5) 219.4
Holdco Net Debt / 2015 Run-Rate CFADS(6) 3.1x
Total Net Debt / 2015 Run-Rate Adjusted EBITDA(6) 4.8x
Total Debt / Total Capitalization 32%
1. Total available liquidity includes $550M of undrawn revolver less $75M of letter of credit requirements.
2. For a reconciliation of non-recourse project-level indebtedness, please refer to page 40 of this presentation.
3. Market capitalization as of 01/15/2015 close.
4. 2015 Run-Rate Adjusted EBITDA based on TerraForm’s current portfolio, pro forma for the acquisition of First Wind. Run-rate Adjusted EBITDA differs from the 2015E guidance of $360M as it excludes the impact of future 2015 drops.
5. 2015 Run-Rate CFADS does not include the impact of future 2015 drops.
6. Net debt figures calculated using $130M of Holdco cash on hand.
6
USA: Mt. Signal 266 MW
Section 1: Company Overview
TerraForm Power Overview
TerraForm Power (NASDAQ: TERP / Market Cap: $3.7B) is a dividend-oriented growth
company that owns and operates a high quality portfolio of 1.5 GW of contracted power
generation assets(1)
42 solar and wind portfolios across 409 individual project sites located in the US,
Canada, the UK and Chile
16-year weighted average contract life as of September 30, 2014, substantially all
with creditworthy counterparties
Conservatively capitalized at 3.1x HoldCo Net Debt / 2015 Run-Rate CFADS
Assets have a consistent, highly predictable cash flow profile, with ~75% of CFADS
expected to be derived from unlevered projects
2015 run-rate: Adjusted EBITDA of $326M and CFADS of $219M
Full year 2015 guidance: Adjusted EBITDA of $360M and CFADS of $248M(2)(3)
Increased Adjusted EBITDA and CFADS since IPO by 69% and 94% respectively
Visibility to growth
10.7 GW of expected power plants from our sponsor(4)
Proprietary M&A pipeline, demonstrated capabilities and track record
Note: Market data as of 01/15/2015.
1. Pro forma for the First Wind acquisition. Throughout this presentation, the term “MW” represents MW -ac for wind assets and MW-dc for solar assets.
2. 2015E Adjusted EBITDA guidance includes impact of future drop downs and excludes any incremental financing associated with the remaining 2015 drop downs. For a reconciliation of 2015E Adjusted EBITDA please refer to page 36 of the 8-K disclosure filed on 01/14/15.
3. 2015E CFADS based on 2015E CAFD guidance of $214M plus HoldCo interest payments. 2015E CAFD guidance includes the impact of future drop downs and excludes any incremental financing associated with the remaining 2015 drop downs. For a reconciliation of 2015E CAFD please refer to page 37 of the 8-K disclosure filed on 01/14/15.
4. Approximately 70% of SunEdison’s leads and pipeline are located in TerraForm markets.
9
TERP Corporate Structure
Corporate governance drives Sponsor
alignment for growth and TERP
independence
Governance
Nine directors, four of which are
independent
Corporate Governance and
Conflicts Committee reviews all
material transactions with
SunEdison
CGCC composed of independent
directors
Management and administration
services provided by or under the
direction of our Sponsor under the
Management Services Agreement
Class B common stock holds 10x
voting rights. Pro forma for the
transaction SunEdison will control
91% of voting rights
Public Management
Investors
Class A Class A
Common Stock Common Stock
R/C US Solar
41% 4% Investment
Class B Class B1 (Riverstone)
Common Stock Common Stock
50% 5%
IDRs Class B Class B1
Units Units
Sole Managing
Member
Class A Units
TerraForm
Power, LLC
100%
TerraForm Power New $550M RCF
Operating, LLC New $800M USD Senior Notes
100% 100% 100%
Project Project Project
HoldCo A HoldCo B HoldCo C
Project Project Project $884M project debt(1)
Companies A Companies B Companies C
Note: Simplified corporate structure does not reflect all project subsidiaries. Ownership percentages pro forma for 12 million shares issued in public equity follow-on offering priced on January 15, 2015, as well as for the exercise of the overallotment option. el indebtedness, please refer to page 40 of this presentation.
10
TerraForm Increased Scale Since IPO
Acquisitions and drop downs since IPO have significantly increased TERP’s scale
% Increase
@ IPO
Drop Downs
July 2014
Total MW 808 MW 1,507 MW 86%
Call Right Pipeline(1) 1.1 GW 3.3 GW 202%
2015 Run-Rate Adjusted $193M $326M 69%
EBITDA
2015 Run-Rate CFADS $113M(2) $219M 94%
Project Level Debt / 2015
Run-Rate Adjusted 4.5x 2.7x
EBITDA(3)
Dividend Guidance $0.90 $1.30 44%
Long-Term 15% 24% 60%
Dividend Growth Target
1. TerraForm also has a 6-year right of first offer on other projects that SunEdison develops in the U.S., Canada, the U.K. and Chile.
2. Reflects $107M 2015 CAFD plus $3M Term Loan amortization and ~$3M HoldCo operating expenses paid to SunEdison under the management services agreement. el indebtedness, please refer to page 40 of this presentation.
11
Strong Track Record of Execution
Since IPO Execution
Install
189 MW 32 157 MW MW expected reached to COD achieve since COD IPO by 2Q 2015
Closed the following drop downs ahead of schedule:
Drop Downs
Two U.K. utility scale solar assets (50 MW combined)
76 MW
US DG solar assets (26 MW)
Acquired portfolio of US DG assets from Capital Dynamics and Hudson
Third Party M&A Energy Solar (103 MW combined)
Announced agreement to acquire First Wind (521 MW)
624 MW
Expected to close 1Q 2015, all regulatory approvals received
New Global Platform First Wind portfolio includes 500 MW of wind assets
Wind Doubled addressable renewable market by diversifying into wind
12
Chile: CAP 101 MW
Section 2: Our Portfolio
Focus on High Quality Energy Markets and Customer Segments
TerraForm’s Core Market Criteria
1 High quality offtakers
2 High growth energy markets and
segments
3 Favorable regulatory markets
and strong rule of law
4 Stable market structures that
have reached or have potential
to reach grid parity
TerraForm Pro Forma Assets(1)
U.S. 1,206 MW
VT ME
NY
OR MA
CT
NV NJ
OH MD
CA CO
NC
AZ NM
GA
HI FL
PR
Chile 101 MW
Chile
Copiapo
(Atacama Canada
Desert)
Ampney
Wiltshire UK Crucis
Bristol
Pembrokeshire Fairwinds Ontario
Crundale
Cornwall Canada 38 MW
Kent
Devon Hamps
U.K. 162 MW
Note: Symbols on maps may represent several asset locations.
1. Pro forma for the First Wind acquisition.
15
First Wind Transaction Snapshot
Attractive Transaction Economics, Combined with Conservative Financing
Operating Assets Acquired 500 MW wind / 21 MW solar
# of Assets(1) 16
Enterprise Value $862M
Adjusted EBITDA 2015E $91M
CFADS 2015E $72.5M
Asset Locations ME, NY, HI, VT and MA
Pro forma for the acquisition, the operating assets will have no project-level debt
1. MA Solar Project is composed of four separate locations.
2. Annual run rate guidance.
16
First Wind Operating Assets
First Wind’s diversified and contracted portfolio is complementary to TERP’s contracted solar portfolio
Physical Characteristics Contracts Offtaker Name Off-taker Credit
Rating
Name State Gross Size (MW) COD Remaining Contract Life Offtaker Moody’s S&P
Solar MA Solar(1) MA 21.1 2014 24 Various municipalities and universities A1 A+
KWP I HI 30.0 2006 12 Maui Electric Company NR BBB-
HI KWP II HI 21.0 2012 18 Maui Electric Company NR BBB-
Kahuku HI 30.0 2011 16 Hawaiian Electric Company Baa1 BBB-
Mars Hill(2) ME 42.0 2007 <1 New Brunswick Power Aa2 A+
Steel Winds I and II NY 35.0 2007/2012 5 Morgan Stanley Baa2 A-
Cohocton NY 125.0 2009 6 Citigroup Energy Baa2 A-
Stetson I ME 57.0 2009 5 Exelon Generation Baa2 BBB
Northeast
Stetson II ME 25.5 2010 5/11 Exelon Generation / Harvard University Baa2/NR BBB/NR
Rollins ME 60.0 2011 17/17 Central Maine Power / Bangor Hydro Electric A3/NR BBB+/NR
Sheffield VT 40.0 2011 7/17/17 Various municipalities and utilities NR NR
Bull Hill ME 34.5 2012 13 NSTAR Electric Baa1 A-
Total 521.1 10
Significant Increase to TERP’s Operating Platform
Location (by MW)
VT MA
8% 3%
HI ME
15% 42%
NY
31%
Long-Term Contracted Portfolio Profile
Contract Length (by MW)
>19 0–4
3% 8%
15–19
22%
5–9
50%
10–14
17%
COD (by MW)
2012 2014 2006 2007
13% 4% 6% 12%
2011
25%
2009
2010 35%
5%
TERP’s portfolio will have ~16 years weighted average remaining contract life, pro forma for First Wind
1. The counterparty credit rating represents a weighted average credit rating of the rated project’s offtakers. The percentage of rated counterparties of the MA Solar project is 39%.
2. First Wind is currently negotiating extension of PPA.
17
High Quality Operating Portfolio
Location
Canada
2%
Chile
7%
UK
11%
US
80%
Assets located in attractive power markets
Generation Type
Wind
33%
Solar
67%
Diversification into wind
Asset Age S&P Counterparty Rating Remaining Contract Length
>5 Years NR AA+ AA AA- 0–5 Years
7% BBB- 6% <1% 1% <1% A+ 20+ Years 7%
12% 12% 22% Years 6–10
13%
2-5 Years BBB
26% 7% A
20%
11–15
BBB+ Years
<2 Years 12% 16–20 19%
67% Years
39%
A-
30%
Most projects are <2 years old, with average 30-year expected asset life
High quality average credit rating of A-
Average remaining PPA life of 16 years
Note: Pro forma for First Wind acquisition as of 09/30/2014. Weighted by MW.
18
Increased Diversification by Project
The transaction further enhances TERP’s already diversified cash flow profile
% CFADS by Project at IPO
230 individual project sites
Mt. Signal
Other (1) 18%
25%
Project 1
10%
Project 9
4%
Project 8
4% Project 2
10%
Project 7
5%
Project 6 Project 3
6% 6%
Project 5 Project 4
6% 6%
% Pro Forma CFADS by Project
409 individual project sites
Mt. Signal
10%
Other (2) Capital
29% Dynamics(3)
10%
Project A
8%
Project B
Project K 7%
3%
Project J
3% Project C
6%
Project I Project H
3% 3% Project E Project D
Project G Project F 4% 6%
4% 4%
Total CFADS = $114.3M
1. Represents 13 projects / portfolios with less than 4% CFADS contribution.
2. Represents 25 projects / portfolios with less than 3% CFADS contribution.
3. Portfolio consists of 39 projects in 4 distinct funds.
Total 2015 Run-Rate CFADS = $219.4M
19
USA: KWP I 30 MW
Section 3: Key Growth Drivers
Multiple Pillars Drive Visible Growth
Growth Pillars Drivers
Projected FTM Call Right
CAFD Commitment Projects
$175M 1.7 GW
+
1 Sponsor First Wind Pipeline Call Right
Drop Downs Projects
CAFD of $221M(1) 1.6 GW
+ Supporting
High CAFD
ROFO ~10.7 GW
6 years of visibility(2) Growth
+
Third Party Broadening
Acquisitions developer network
2 Third Party (624 MW of operating (e.g., First Wind) and
M&A assets acquired from financing sources
third parties in 5 months
since IPO) (e.g., First Reserve)
1. Represents unlevered CAFD.
2. Includes Call Right projects.
21
1 SunEdison’s Organic Development Engine
Produces Visibility into 10.7 GW of Growth
First Wind pipeline SUNE pipeline Conversion Weighted
First Wind pipeline SUNE pipeline
~3.0 GW
6.0
~3.2 GW
0.4
10.7 GW
23.9
~1.9 GW
7.6 0.5
1.1 ~2.6 GW
2.7
1.8
Leads Qualified Leads Pipeline Backlog
Ex. Backlog
(1)
10% 40% 60% 90% Conversion %
Cycle Time
Utility-scale Solar / Wind 12 – 36 months
DG 6 – 12 months
Pro Forma Highlights
Visibility into ~44 GW of projects
First Wind adds 8.0 GW
1.6 GW of near-term pipeline, including 1.1 GW backlog
Expected conversion is up 4.7 GW versus IPO
SunEdison conversion weighted development opportunity has increased by more than 75% since IPO
1. Conversions based on SunEdison’s historical conversion rates from each category.
22
1 | | Committed Drop Down Inventory of 3.3 GW |
Fuel
Project COD MW
Type
Ontario 2015 Projects 2015–2016 Solar 16
UK Projects #1-13 2015 Solar 179
Chile Project #1 2015 Solar 42
US DG 2015 Projects 2015 Solar 119
Chile Project #2 2016 Solar 94
US AP North Lake I 2015 Solar 24
US Bluebird 2015 Solar 8
US River Mountains Solar 2015 Solar 18 +
US Kingfisher 2015 Solar 7
US Western Project #1 2016 Solar 156
US Island Project #1 2016 Solar 65
US Southwest Project #1 2016 Solar 100
US Utah Project #1 2016 Solar 163
US California Project #1 2016 Solar 55
Tenaska Imperial Solar 2016 Solar 73
Energy Ctr. West
US California Project #2 2016 Solar 46
US DG 2016 Projects 2016 Solar 55
US California Projects #3-4 2016–2019 Solar 516
1,734
Fuel
Project COD Type MW
Mililani Solar I 2015 Solar 26
Seven Sisters 2015 Solar 23
Kawailoa Solar 2016 Solar 65
Waiawa 2016 Solar 61
Mililani Solar II 2016 Solar 20
Four Brothers 2016 Solar 400
South Plains 2015 Wind 200
Oakfield 2015 Wind 148
South Plains II 2015 Wind 150
Bingham 2016 Wind 185
Hancock 2016 Wind 51
Weaver 2017 Wind 74
Rattlesnake 2017 Wind 62
Route 66 II 2017 Wind 100
Bowers 2017 Wind 48
1,611
Pro Forma Drop Down Inventory : 3.3 GW
MW by Expected COD Year (%)
2017-2019 20%
2015 28%
2016 52%
MW by Country (%)
Chile Canada
UK 4%
< 1%
5%
US 90%
Note: Represents MW-ac for wind assets, MW-dc for solar assets.
23
2 | | Renewable Energy Market Opportunity |
Strong Market Fundamentals + Acquisition Opportunities
Global Renewables Growth
GW
CAGR 16%
60 56
47 51 35
72
54 62
39 47
2013 2014 2015 2016 2017 Solar Wind
SunEdison ranked #1 in 2013 US PV installs in DG
Entry into wind doubles potential addressable market
Wind is the lowest LCOE generation source at $.04—$.08 / kWh(1)
Global Installed Wind & Solar >550 GW
TERP Current
Markets
~115 GW
Rest of World
~240 GW
Other OECD Countries ~200 GW(2)
TerraForm able to acquire projects in core markets
Wind will significantly increase TERP’s acquisition opportunities
624 MW of new capacity closed or signed by TerraForm since IPO from third parties
Source: IHS and GTM Research
1. Lazard research estimates.
2. Includes only European markets.
24
2 | | Distributed Generation Market Opportunity |
Overview 2012-2016 Solar Market Growth Comparison
Distributed Generation is the fastest growing PV segment
Highly fragmented nature of the sector creates significant growth opportunities
Stronger economics vs. utility-scale opportunities
Distributed solar generation is increasingly competitive against retail electricity rates
44% 39%
22%
Utility Growth C&I Growth Residential Growth
Source: Bloomberg New Energy Finance
DG Contribution
TerraForm currently owns 263 MW of DG solar, contributing 27% of CAFD(1)
The acquired Hudson and Capital Dynamics portfolios are comprised of 100% DG projects
Acquisition further solidifies TerraForm’s position as market leader in distributed solar
SunEdison ranked #1 in PV installs in the Commercial & Industrial segment in 2013(2)
Leadership position supported by people, capital and scalable platform
Drives higher than market growth rates
Pro Forma by MW Pro Forma by 2015 CAFD
DG
17% DG 27%
Utility(3) Utility(3) 83% 73%
Pro forma for First Wind acquisition.
Source: GTM Research, US PV Leaderboard.
Includes both solar and wind utility-scale assets.
25
2 | | Representative Third Party Acquisitions |
TERP acquired Mt. Signal at IPO and has signed or acquired 624 MW of operating solar and wind assets from third parties since IPO
Mt. Signal
@IPO “Small” “Medium” “Large” Total
@IPO “Small” “Medium” “Large” Total
Size 266 MW 26 MW 78 MW 521 MW 890 MW
# of Power Plants 1 101 39 16 157
Locations CA MA, NJ, NY, PA CA, MA, NJ, NY, PA HI, MA, ME, NY, VT U.S.
Generation Type Utility Solar DG Solar DG Solar Utility Wind (500 MW)
Utility Solar (21 MW)
MW–Weighted 24 15 19 10
Remaining PPA Life
MW–Weighted Credit
Rating(1) A / A1 A+ / A1 A- / A3 A- / A3
CAFD $22M(2) $5M(2) $21M $73M $120M
Equity Value N/A $35M(3) $250M $862M $1,147M
Closing Date Closed Closed Closed Pending (Expected
(July 2014) (Nov 2014) (Dec 2014) 1Q 2015)
For Mt. Signal, ratings based on actual counterparty credit rating.
Represents levered CAFD.
Hudson had $20.7M in assumed project debt at the time of acquisition close.
26
USA: DG 2009-2013 Portfolio of 15.2 MW
Section 4: Key Investment Highlights
Key Investment Highlights
High Quality Cash Flows From Long-Term Contracts
With Creditworthy Offtakers
Increased Scale & Diversity
Improved Financial Profile
Reduced Structural Subordination
Enhanced Liquidity
28
Diverse, Contracted, High-Quality Cash Flows with Creditworthy
Portfolio Summary
Project Name Capacity (MW) Remaining PPA (Years)
M t. Signal 265.9 24
M A Solar 21.1 24
Atwell Island 23.5 23
US DG Projects 2014 45.4 20
M A Operating 12.2 20
DG 2014 Portfolio 1 23.1 20
DG 2015 Portfolio 2 2.6 20
Regulus Solar 81.6 20
M arsh Hill 18.7 20
SunE Perpetual Lindsay 15.5 20
California Public Institutions 13.5 19
CD DG Portfolio 77.6 19
CAP 101.2 19
Summit Solar Canada 3.8 18
Enfinity 15.7 18
KWP II 21.0 18
SunE Solar Fund X 8.8 17
Rollins 60.0 17
US DG Projects 2009-2013 15.2 16
CalRENEW-1 6.3 16
Kahuku 30.0 16
Hudson Energy 25.5 15
NC Portfolio 26.0 15
Stonehenge 41.1 15
Crundale 37.8 15
Says Court 19.8 15
Crucis Farm 16.1 15
Fairwinds 12.2 15
Norrington 11.2 15
Summit Solar US 19.6 14
Stonehenge Operating 23.6 14
Sheffield 40.0 14
Nellis 14.1 13
Alamosa 8.2 13
Bull Hill 34.5 13
KWP I 30.0 12
Stetson II 25.5 8
Cohoctan 125.0 6
Stetson I 57.0 5
Steel Winds I 20.0 5
Steel Winds II 15.0 5
M ars Hill 42.0 1
T o tal 1,506.9
Weighted Average Remaining PPA Life of 16 years(1)
Note: Assumes weighted average of counterparty credit rating for projects that have more than one counterparty.
1. Weighted average calculated based on MWs as of 09/30/2014.
Remaining Contract Length
0–5 Years 20+ Years 7% 22%
6–10 Years 13%
11–15 Years 19%
16–20 Years 39%
S&P Counterparty Rating
NR AA+ AA AA-
6% <1% 1% <1% A+ BBB- 12% 12%
BBB
7% A
20%
BBB+ 12%
A- 30%
29
Operating MW Growth of 143% Since IPO
MW
1,600 521 1,507
1,200
189 800 (1) 619
400
0
IPO Portfolio Project Completion Drop Downs / First Wind Pro Forma Portfolio Closed Acquisitions
MW by Country – Pro Forma Portfolio MW by Country – Call Rights Projects
Chile Canada Chile Canada
2% UK 4% < 1%
7%
5% UK
11%
US
80% US 90%
Pro Forma Portfolio MW: 1,507 Call Right Projects MW: 3,345
Total MW: 4,853
Excludes 189 MW of projects under construction at the time of the IPO.
157 MW completed since IPO. 32 MW remain under construction and are expected to achieve COD by 2Q 2015.
30
2 | | Increased Diversity – Operational Footprint |
TerraForm will expand its footprint into Maine, Vermont and Hawaii as well as augment its portfolio in Massachusetts and New York
TerraForm Pro Forma Portfolio
Oakfield Stetson I
Stetson II
Mars Hill Rollins
Bull Hill Canada Sheffield NY
Cohocton
OR MA Ontario, Steel Winds I
Canada Steel Winds II
CT
MA Solar NJ
OH MD CO
NV
Ampney Wiltshire UK Crucis CA Bristol
NC Pembrokeshire Fairwinds Crundale AZ Devon Hamps and Kent NM Cornwall
Chile
GA
Kahuku Copiapo (Atacama Desert) KWP I FL
First Wind Operating (Wind)
KWP II First Wind Operating (Solar)
PR
TerraForm IPO Assets + Q4 Acquisitions and Drops
Note: Stars on US Map may represent several asset locations throughout the state.
31
3 | | Improved Financial Profile |
($M unless otherwise noted)
Initial Portfolio @IPO (July 18, 2014)
Current Run-Rate (November 18, 2014)(1)
69% Increase
$326
94% Increase
$219 $193
$113
2015 Run-Rate CFADS 2015 Run-Rate Adjusted EBITDA
1. Pro forma for First Wind.
32
3 | | Improved Financial Profile |
TerraForm is conservatively capitalized
Pro Forma Capitalization
Represents 86% of
project-level debt
$000 Pro Forma 9/30/14
Mt Signal $413,464
CAP(1) 212,500
Regulus 135,000
Nellis 46,107
Summit Solar U.S. 24,178
California Public Institutions 17,055 Only $21M of
additional project-level
Enfinity 4,890 debt since IPO
US Projects 2009-2013 9,477
Hudson Energy 21,000
First Wind(2) —
Total Project Debt(3)(4) $883,671
2015 Run-Rate Adjusted EBITDA $326,300
Project Debt / 2015 Run-Rate Adjusted EBITDA 2.7x
Revolving Credit Facility — Target of
Senior Notes Due 2023 800,000 3.0-3.5x HoldCo
leverage
Total Holdco Debt $800,000
2015 Run-Rate CFADS $219,350
Holdco Net Debt / 2015 Run-Rate CFADS(5) 3.1x
Consolidated Debt $1,683,671
Total Net Debt / 2015 Run-Rate Adjusted EBITDA(5) 4.8x
Market Value(6) $3,657,030 Target of
5.0-5.5x consolidated
Debt / Total Capitalization 32% leverage
Excludes VAT facility that was in place during construction and was repaid in 4Q.
Assumes First Wind project-level debt is fully refinanced.
Also excludes Lindsay and financing lease obligations shown on 9/30/2014 balance sheet, as well as $63.7M of project-level debt for Crundale and Fairwinds, which is expected to be repaid in 2Q 2015.
Certain of the project-level financings contain customary distribution tests including debt service coverage ratio tests that range between 1.10 and 1.30x.
Net debt figures calculated using $130M of HoldCo cash on hand.
Market Value based on share price on 1/15/2015, pro forma for the public equity follow-on offering priced on January 15, 2015.
33
4 | | Reduced Structural Subordination |
Pro forma for the transaction, 75% of TerraForm’s CFADS will come from unlevered projects, enhancing quality of cash flows
Project-Level Debt / Adjusted EBITDA
4.5x
4.5x
3.0x
2.7x
1.5x
0.0x
@ IPO Pro forma
Percentage of CFADS from Unlevered Projects
100.0%
75.0%
75.0%
57.0%
50.0%
25.0%
0.0%
@ IPO Pro forma
Existing project-level debt will continue to decline via scheduled amortization
34
5 | | Enhanced Liquidity Position Supports Future Growth |
Financial Policy
1 | | Targeted long-term Holdco leverage = 3.0-3.5x |
2 | | Targeted long-term consolidated leverage = 5.0-5.5x |
3 | | Meaningful liquidity to support growth |
Strong Liquidity
($M unless otherwise noted) $335 $605
($75) $215 $130
Cash on Hand Current Revolver Revolver Upsize LC Requirements Liquidity Pro Forma for as of 1/13/2015(1) First Wind Close
Significant flexibility to utilize cash and revolver capacity as funding sources Liquidity financing commitments received:
Revolver size to be increased to $550M from $215M, concurrent with First Wind closing
Does not consider the net proceeds received for the PIPE and the public equity offerings, which will be used to fund part of the First Wind consideration.
35
USA: Nellis Air Force Base 14 MW
Section 5: Summary
Key Takeaways
1 | | High Quality Cash Flows From Long-Term Contracts |
With Creditworthy Offtakers
2 | | Increased Scale & Diversity |
3 | | Improved Financial Profile |
4 | | Reduced Structural Subordination |
37
USA: Stetson Wind I 57 MW
Appendix
Current Portfolio
Credit Rating Remaining PPA
Asset MW Country Offtaker S&P Rating Moody’s Rating Contract Life
Distributed Generation:
US DG Projects 2014 45.4 US Various utilities, municipalities and commercial entities A+ A1 20
Hudson Energy 25.5 US Various commercial, residential and governmental entities A+ A1 15
Summit Solar US 19.6 US Various commercial and governmental entities A A2 14
Summit Solar Canada 3.8 Canada Ontario Power Authority A- Aa1 18
Enfinity 15.7 US Various commercial, residential and governmental entities A A2 18
US DG Projects 2009-2013 15.2 US Various commercial and governmental entities BBB+ Baa1 16
California Public Institutions 13.5 US State of California Department of Corrections A+ A3 19
MA Operating 12.2 US Various municipalities A+ A1 20
SunE Solar Fund X 8.8 US Various utilities, municipalities and commercial entities AA Aa2 17
DG 2014 Portfolio 1 23.1 US Various commercial and governmental entities A+ A1 20
CD DG Portfolio 77.6 US Various utilities, commercial and governmental entities A- A3 19
DG 2015 Portfolio 2 2.6 US Various municipalities AA- Aa3 20
Subtotal 263.0
Utility:
Mt. Signal 265.9 US San Diego Gas & Electric A A1 24
Regulus Solar 81.6 US Southern California Edison BBB+ A2 20
NC Portfolio 26.0 US Duke Energy Progress BBB+ A1 15
Atwell Island 23.5 US Pacific Gas & Electric Company BBB A3 23
Nellis 14.1 US US Government (PPA); Nevada Power Company (RECs) AA+/BBB+ Aaa/Baa2 13
Alamosa 8.2 US Xcel Energy A- A3 13
CalRENEW-1 6.3 US Pacific Gas & Electric Company BBB A3 16
Marsh Hill 18.7 Canada Ontario Power Authority A- Aa1 20
SunE Perpetual Lindsay 15.5 Canada Ontario Power Authority A- Aa1 20
Stonehenge 41.1 UK Statkraft AS A- Baa1 15
Crundale 37.8 UK Statkraft AS A- Baa1 15
Stonehenge Operating 23.6 UK Total Gas & Power Limited NR NR 14
Says Court 19.8 UK Statkraft AS A- Baa1 15
Crucis Farm 16.1 UK Statkraft AS A- Baa1 15
Fairwinds 12.2 UK Statkraft AS A- Baa1 15
Norrington 11.2 UK Statkraft AS A- Baa1 15
CAP 101.2 Chile Compania Minera del Pacifico (CMP) BBB- NR 19
Subtotal 722.8
Total 985.8
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Project Debt Reconciliation
S-1 Balance Sheet to Adjusted Project Debt
$000s
1,200
$1,005 $21
$884
900 ($35) ($14)
($48) ($44)
600
300
0
S-1 B/S Project Hudson CAP VAT Regulus Debt Lindsay Debt Financing Lease PF Adjusted
Debt Energy Repaid in 4Q Repaid Repaid Obligations Project Debt
2014
40
Reg. G: 2015 Reconciliation of Net Income to Adjusted EBITDA
Year Ending 2015
(In thousands) Run-Rate
Operating Revenues $ 426,500
Operating Costs and Expenses:
Costs of operations 90,700
Depreciation, amortization and accretion 144,400
General and administration (1) 20,000
Total operating costs and expenses 255,100
Operating income 171,400
Interest expense, net 108,900
Income before income tax expense 62,500
Income tax expense 24,300
Net income $ 38,200
Add:
Depreciation, amortization and accretion 144,400
Interest expense, net 108,900
Income tax expense 24,300
Stock base compensation 10,500
Adjusted EBITDA (2) $ 326,300
Reflects all costs of doing business associated with the initial portfolio, including all expenses paid by SunEdison in excess of the payments received under the Management Services Agreement, and stock compensation expense.
Adjusted EBITDA and cash available for distribution are non-GAAP measures. You should not consider these measures as alternatives to net income (loss), determined in accordance with GAAP, or net cash provided by operating activities, determined in accordance with GAAP.
41
Reg. G: 2015 Reconciliation of Net Income to CAFD
Year Ending 2015
Adjustments to reconcile net income to net cash provided by operating activities
Run-Rate
Net income
$ 38,200
Depreciation, amortization and accretion
144,400
Non-cash items 40,000
Changes in assets and liabilities 4,100
Other (400 )
Net cash provided by operating activities
$ 226,200
Adjustments to reconcile net cash provided by operating activities to cash available for distribution:
Net cash provided by operating activities
$ 226,200
Changes in assets and liabilities (4,100 )
Deposits into/withdraws from restricted cash accounts
10,300
Cash distributions to non-controlling interests (24,100 )
Scheduled project-level and other debt service and repayments (32,200 )
Non-expansionary capital expenditures (13,000 )
Contributions received pursuant to the Interest Payment Agreement with SunEdison (1)
15,600
Other 3,000
Estimated cash available for distribution $ 181,700
Represents contributions received from SunEdison pursuant to the Interest Payment Agreement. These contributions are recurring for three years from the date of IPO.
