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 energy assets, including 500.0 MW of wind power plants and 21.1 MW of solar generation facilities (the “First Wind Acquisition”). The operating renewable energy assets the Company acquired are located in Maine, New York, Hawaii, Vermont and Massachusetts and are contracted under power purchase agreements ("PPAs") or equivalent energy hedges and certain of the projects also receive revenue from renewable energy certificates ("RECs"). The cash purchase price for this acquisition was $810.4 million , 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 ("Northern Lights") from Invenergy Solar LLC. 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 purchase price for this acquisition was 125.4 million Canadian Dollars ("CAD") (equivalent of $101.1 million ), net of cash acquired, 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 nine months ended September 30, 2015 , the Company acquired 66 solar generation facilities with a combined nameplate capacity of 37.5 MW for a purchase price of $90.9 million , net of cash acquired, and $15.9 million of project-level debt assumed in a series 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 changes from the previous period: an increase to renewable energy facilities of $9.2 million , an increase to accounts receivable of $3.1 million , an increase to intangible assets of $9.6 million , an increase to accounts payable and other-long term liabilities of $17.4 million and an increase to asset retirement obligations of $4.2 million . The operating revenues and net income of the facilities acquired in 2015 reflected in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2015 are $107.9 million and $34.2 million , respectively. 2014 Acquisitions During the year ended December 31, 2014 , the Company acquired various facilities referred to as Mt. Signal, Stonehenge Operating Projects, Capital Dynamics and Hudson Energy, as well as various other renewable energy facilities. The acquisition accounting for certain of these facilities was completed during 2015, at which point the provisional fair values became final. 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 initial accounting for the acquisitions of Capital Dynamics and Hudson Energy are not complete because the evaluations necessary to assess the fair values of certain net assets acquired are still in process. The estimated fair value of assets, liabilities, and non-controlling interest pertaining to Capital Dynamics reflect the following changes from the previous period: an increase of $2.1 million in accounts receivable, prepaid expenses, and other current assets, an increase of $31.7 million in renewable energy facilities, an increase of $26.8 million in deferred tax liabilities, and an increase of $6.3 million in other long-term liabilities. The provisional amounts for the Capital Dynamics and Hudson Energy acquisitions, included in the table within the " Acquisition Accounting " section of this footnote below, are subject to revision until these evaluations are completed. The acquisition accounting for Mt. Signal, Stonehenge Operating Projects and various other 2014 acquisitions were finalized in previous periods. 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. Nine Months Ended September 30, (In thousands) 2015 2014 Total operating revenues, net $ 380,567 $ 182,130 Net loss 30,265 11,152 Acquisition costs incurred by the Company related to third party acquisitions were $11.3 million and $32.7 million for the three and nine months ended September 30, 2015 , respectively, as compared to $4.1 million and $5.4 million for the same periods the prior year. These costs are reflected as acquisition and related costs and acquisition and related costs - affiliate in the unaudited condensed consolidated statements of operations. Acquisition Accounting The estimated fair values of assets, liabilities and non-controlling interests pertaining to business combinations as of September 30, 2015 , are as follows: 2015 Preliminary 2014 Preliminary 2014 Final (In thousands) First Wind Northern Lights Other Capital Dynamics Other Mt. Signal Other Renewable energy assets $ 793,424 $ 75,218 $ 80,939 $ 251,694 $ 43,515 $ 649,570 $ 211,796 Accounts receivable 11,772 1,388 2,881 8,331 4,505 11,687 5,400 Intangible assets 124,800 25,773 31,284 74,319 14,549 119,767 107,676 Deferred income taxes — — — 23,137 — — — Restricted cash 6,630 — 827 15 3,019 22,165 11,700 Derivative assets 44,755 — — — — — — Other assets 23,180 11 331 348 4,557 12,621 4,495 Total assets acquired 1,004,561 102,390 116,262 357,844 70,145 815,810 341,067 Accounts payable, accrued expenses and other current liabilities (9,854 ) (440 ) (409 ) (1,478 ) (1,475 ) (22,725 ) (1,540 ) Long-term debt, including current portion (47,400 ) — (15,893 ) — (24,546 ) (413,464 ) (111,610 ) Deferred income taxes — — — (59,315 ) — — (927 ) Asset retirement obligations (19,571 ) (818 ) (5,332 ) (13,073 ) (3,269 ) (4,656 ) (14,105 ) Other long-term liabilities (17,562 ) — — (6,300 ) (4,742 ) — — Total liabilities assumed (94,387 ) (1,258 ) (21,634 ) (80,166 ) (34,032 ) (440,845 ) (128,182 ) Redeemable non-controlling interest (3,300 ) — — (20,496 ) (2,250 ) — — Non-controlling interest (96,439 ) — (3,762 ) — (600 ) (83,310 ) (1,400 ) Purchase price, net of cash acquired $ 810,435 $ 101,132 $ 90,866 $ 257,182 $ 33,263 $ 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 (as defined in Note 10. Fair Value Measurements ). The estimated fair values were determined based on an income approach and the estimated useful lives of the intangible assets range from 1 to 25 years. See Note 5 . Intangibles for additional disclosures related to the acquired intangible assets. Pending Acquisitions Acquisition of Invenergy Wind Power Plants On June 30, 2015, the Company entered into a definitive agreement to acquire net ownership of 930.0 MW of operating wind power plants from Invenergy Wind Global LLC (together with its subsidiaries, “Invenergy Wind”) for approximately $1.1 billion in cash and the assumption of approximately $818.0 million of project-level indebtedness. The Company has obtained commitments for a senior unsecured bridge facility of up to $860.0 million to fund the acquisition of these wind power plants ( see Note 7. Long-term debt ). The Company is pursuing funding for the portfolio using a combination of cash on hand, assumption of debt, revolver draws and through structured financing arrangements with third party investors in which SunEdison is no longer expected to participate. The Company expects that any such financing arrangements would be structured similarly to warehouse transactions previously consummated by SunEdison and would involve debt and/or preferred security investments by third parties into one or more of the Company's subsidiaries holding these assets. The wind power plants that the Company will acquire from Invenergy Wind have contracted PPAs 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 U.S. that the Company will acquire and will provide certain operation and maintenance services for such assets. Final closing of this acquisition is expected in the fourth quarter of 2015. Acquisition of Vivint Solar Assets from SunEdison On July 20, 2015 , SunEdison and Vivint Solar, Inc. ("Vivint Solar") signed a definitive merger agreement (the “SunEdison/Vivint Merger Agreement”) pursuant to which SunEdison will acquire Vivint Solar for total consideration currently estimated at $1.6 billion , payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes. The SunEdison acquisition of Vivint Solar is expected to close in the fourth quarter of 2015 or the first quarter of 2016. In connection with SunEdison's pending acquisition of Vivint Solar, the Company entered into a definitive purchase agreement (the “Vivint Purchase Agreement”) with SunEdison to acquire Vivint Solar's residential solar generation facilities (the “Vivint Operating Assets”) and an interim agreement (the “Vivint Interim Agreement”) relating to, among other items, the Company’s purchase of additional completed residential and small commercial solar systems for a five year period from the acquired business and the provision of operation and maintenance services by SunEdison for the Vivint Operating Assets. The Vivint Purchase Agreement provides for, at the closing of the Vivint acquisition by SunEdison, the acquisition of solar systems with an expected nameplate capacity of up to 522.8 MW as of December 31, 2015, which would be valued at up to $922.0 million . In the event the value of the Vivint Operating Assets delivered is less than $922.0 million , the agreement provides that a portion of the purchase price representing the value of the shortfall will be an advance payment (in the form of an interest-bearing, short-term note) for future acquisition of residential systems or other renewable energy facilities from SunEdison. The Company intends to finance this acquisition with existing cash, availability under the Revolver and the assumption or incurrence of project-level debt or other corporate debt. Additionally, on July 20, 2015 , the Company obtained commitments for a senior unsecured bridge facility ( see Note 7. Long-term debt ) which provides the Company with up to $960.0 million to fund the acquisition of the Vivint Operating Assets, including related acquisition costs, if the intended financing plan above cannot be achieved. |