Acquisitions | ACQUISITIONS 2015 Acquisitions Acquisition of First Wind On January 29, 2015 , the Company, through TerraForm Power LLC ("Terra LLC"), acquired from First Wind Holdings, LLC (together with its subsidiaries, “First Wind”) 521.1 MW of operating renewable power assets, including 500.0 MW of wind power plants and 21.1 MW of solar generation facilities (the “First Wind acquisition”). The operating renewable power assets the Company acquired are located in Maine, New York, Hawaii, Vermont and Massachusetts and are contracted under power purchase agreements ("PPAs") or renewable energy certificates ("RECs"). The purchase price for this acquisition was $810.4 million in cash, net of cash acquired. Acquisition of Northern Lights solar generation facilities On June 30, 2015 , the Company acquired two utility scale, ground mounted solar generation facilities from Invenergy Solar LLC ("Northern Lights"). The facilities are located in Ontario, Canada and have a total nameplate capacity of 25.7 MW. The facilities are contracted under long-term PPAs with an investment grade utility with a credit rating of Aa2, and the PPAs have a weighted average remaining life of 18 years. The cash purchase price, net of cash acquired, for this acquisition was CAD 125.4 million ( $101.1 million USD equivalent) in cash, including the repayment of project-level debt and breakage fees for the termination of interest rate swaps. Acquisition of other solar generation facilities During the six months ended June 30, 2015 , the Company acquired 66 solar generation facilities with a combined nameplate capacity of 37.6 MW for a purchase price of $90.9 million in cash, net of cash acquired, and $15.9 million of project-level debt assumed in a number of transactions with third parties. The facilities are located in Arizona, California, Connecticut Massachusetts, New Jersey and Pennsylvania as well as Ontario, Canada. The facilities are contracted under long-term PPAs with commercial and municipal customers and the PPAs have a weighted-average remaining life of approximately 15 years. Initial Accounting for the 2015 Acquisitions The initial accounting for the 2015 acquisitions has not been completed because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts for these acquisitions, included in the table within the " Acquisition Accounting " section of this footnote below, are subject to revision until these evaluations are completed. The estimated fair value of assets, liabilities, and non-controlling interest pertaining to First Wind reflect the following material changes from the previous period: a decrease to property, plant, and equipment of $18.9 million , a decrease to intangible assets of $10.5 million , a decrease to long-term debt of $12.4 million , and a decrease to non-controlling interest of $21.1 million . The operating revenues and net income of the facilities acquired in 2015 reflected in the accompanying unaudited consolidated statement of operations for the six months ended June 30, 2015 are $60.7 million and $20.1 million , respectively. 2014 Acquisitions During the year ended December 31, 2014 , the Company acquired Mt. Signal, Stonehenge Operating Projects, Capital Dynamics, Hudson Energy, and various other renewable energy facilities. The acquisition accounting for certain of these facilities was completed as of June 30, 2015, at which point the provisional fair values became final. The acquisition accounting for Mt. Signal and Stonehenge Operating Projects are complete as of June 30, 2015 . The final estimated fair value of assets, liabilities and non-controlling interests is included in the table within the " Acquisition Accounting " section of this footnote below and do not reflect any material changes from amounts previously reported. The acquisition accounting for various other 2014 acquisitions were finalized in previous periods. The initial accounting for the acquisitions of Capital Dynamics and Hudson Energy are not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts for these acquisitions, included in the table within the " Acquisition Accounting " section of this footnote below, are subject to revision until these evaluations are completed. Unaudited Pro Forma Supplementary Data The unaudited pro forma supplementary data presented in the table below gives effect to the material 2015 acquisitions, First Wind and Northern Lights, as if those transactions had each occurred on January 1, 2014. The unaudited pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the acquisitions been consummated on the date assumed or of the Company’s results of operations for any future date. Six Months Ended June 30, (In thousands) 2015 2014 Total operating revenues, net $ 217,276 $ 95,076 Net Loss 32,684 13,298 Acquisition costs, incurred by the Company related to third-party acquisitions, were $21.0 million and $1.2 million for the six months ended June 30, 2015 and 2014 , respectively. These costs are reflected as acquisition and related costs in the accompanying unaudited consolidated statements of operations. Acquisition Accounting The estimated fair values of assets, liabilities and non-controlling interests pertaining to business combinations as of June 30, 2015 , are as follows: 2015 Preliminary 2014 Preliminary 2014 Final (In thousands) First Wind Northern Lights Other Capital Dynamics Other Mt. Signal Other Accounts receivable $ 8,667 $ 1,284 $ 2,959 $ 2,603 $ 4,092 $ 11,687 $ 5,400 Property and equipment 784,178 75,218 80,939 219,981 42,001 649,570 211,796 Intangible assets 115,200 25,865 31,577 71,453 16,604 119,767 107,676 Deferred income taxes — — — 26,578 — — — Restricted cash 6,630 — 827 15 3,019 22,165 11,700 Other assets 68,330 24 331 3,990 121 12,621 4,495 Total assets acquired 983,005 102,391 116,633 324,620 65,837 815,810 341,067 Accounts payable, accrued expenses and other current liabilities 10,012 440 739 1,194 1,781 22,725 1,540 Long-term debt, including current portion 47,400 — 15,893 — 24,546 413,464 111,610 Deferred income taxes — — — 32,476 — — 927 Asset retirement obligations 15,418 818 5,332 13,073 3,269 4,656 14,105 Total liabilities assumed 72,830 1,258 21,964 46,743 29,596 440,845 128,182 Non-controlling interest 99,739 — 3,762 20,496 2,850 83,310 1,400 Purchase price, net of cash acquired $ 810,436 $ 101,133 $ 90,907 $ 257,381 $ 33,391 $ 291,655 $ 211,485 The acquired renewable energy facilities' non-financial assets represent estimates of the fair value of acquired PPAs and RECs based on significant inputs that are not observable in the market and thus represent a Level 3 measurement. The estimated fair values were determined based on an income approach and the estimated useful lives of the intangible assets range from 1 to 24 years. See Note 6 . Intangible Assets for additional disclosures related to the acquired intangible assets. Other Acquisitions Atlantic Power Corporation wind power plant transaction On June 26, 2015 , SunEdison closed the acquisition of 521.0 MW of operating wind power plants located in Idaho and Oklahoma from Atlantic Power Corporation, for total cash consideration of $347.2 million . The assets are contracted under long term PPAs with investment grade utilities with a weighted-average credit rating of A3 and a weighted-average remaining life of 18 years. Concurrent with the closing, SunEdison formed its second warehouse facility, which we refer to as TerraForm Private warehouse, to hold the acquired operating assets from Atlantic Power for a maximum period of seven years. The Company has an exclusive call right over the warehoused operating assets, and expects to acquire them into our portfolio over time. Acquisition of Invenergy wind power plants On June 30, 2015 , the Company entered into definitive agreements to acquire net ownership of 930.0 MW of operating and under construction wind power plants from Invenergy Wind LLC (together with its subsidiaries, ‘‘Invenergy Wind’’). The Company intends to acquire 265.0 MW of the wind power plants (the ‘‘Acquired Portfolio’’) and the Company is pursuing funding for the remaining 665.0 MW of wind power plants (the ‘‘Warehouse Portfolio’’) through a drop down warehouse facility in partnership with third party investors and SunEdison. The Warehouse Portfolio would initially be acquired by such warehouse facility, and the Company would be offered call rights to acquire those assets in the future. Although the Company is pursuing funding of the Warehouse Portfolio through a warehouse facility, there is no assurance that the Company will be able to obtain such funding, and as a result, may be required to directly acquire the Warehouse Portfolio under the terms of the purchase agreement with Invenergy Wind. The aggregate consideration payable for the acquisitions of the Acquired Portfolio and the Warehouse Portfolio is approximately $2.0 billion , including approximately $818.0 million of indebtedness to be repaid or assumed. As of July 17, 2015 , the Company maintains commitments for a senior unsecured bridge facility of up to $860.0 million to fund a portion of the acquisition of the Invenergy wind power plants. The Acquired Portfolio is comprised of two contracted wind power plants located in the United States and Canada with a weighted average remaining contract life of 19 years and an average counterparty credit rating of AA. Invenergy Wind will retain a 9.9% stake in the United States assets and will provide certain operation and maintenance services for these wind power plants. Final closing of this acquisition is expected by the fourth quarter of 2015. Subsequent Event Acquisition of Vivint Solar On July 20, 2015 , SunEdison and Vivint Solar, Inc. ("Vivint Solar") signed a definitive merger agreement pursuant to which SunEdison will acquire Vivint Solar for approximately $2.2 billion , payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes. In connection with SunEdison's acquisition of Vivint Solar, the Company entered into a definitive purchase agreement with SunEdison to acquire Vivint Solar's residential solar generation facilities with a nameplate capacity of 523.0 MW (the “Vivint Operating Assets”), which is expected to be completed by the end of 2015, for $922.0 million . The Company intends to finance this acquisition with existing cash, availability under our Revolver and the assumption of project-level debt. A separate Call Right Agreement provides the Company the right to acquire future completed residential and small commercial projects from SunEdison's expanded residential and small commercial business unit. Additionally, on July 20, 2015 , the Company obtained commitments for a senior unsecured bridge facility which provides the Company with up to $960.0 million to fund the acquisition of the Vivint Operating Assets. |