Related Parties | RELATED PARTIES Corporate Allocations Amounts were allocated from SunEdison for general corporate overhead costs attributable to the operations of the predecessor Company. These amounts were $5.0 million and $11.9 million for the three months and nine months ended September 30, 2015 , respectively, and $1.6 million and $9.1 million during the same periods in 2014. The general corporate overhead expenses incurred by SunEdison include costs from certain corporate and shared services functions provided by SunEdison. The amounts reflected include (i) charges that were incurred by SunEdison that were specifically identified as being attributable to the Company and (ii) an allocation of applicable remaining general corporate overhead costs based on the proportional level of effort attributable to the operation of the Company’s renewable energy systems. These costs include legal, accounting, tax, treasury, information technology, insurance, employee benefit costs, communications, human resources, and procurement. Corporate costs that were specifically identifiable to a particular operation of SunEdison have been allocated to that operation, including the Company. Where specific identification of charges to a particular operation of SunEdison was not practicable, an allocation was applied to all remaining general corporate overhead costs. The allocation methodology for all remaining corporate overhead costs is based on management’s estimate of the proportional level of effort devoted by corporate resources that is attributable to each of the Company’s operations. The cost allocations have been determined on a basis considered to be a reasonable reflection of all costs of doing business by the Company. The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, management judgment, or other factors. Management Services Agreement Immediately prior to the completion of the IPO on August 5, 2015, the Company entered into a management services agreement (the “Management Services Agreement” or “MSA”) with SunEdison. Pursuant to the MSA, SunEdison agreed to provide or arrange for other service providers to provide management and administrative services including legal, accounting, tax, treasury, project finance, information technology, insurance, employee benefit costs, communications, human resources, and procurement to the Company and its subsidiaries. As consideration for the services provided, the Company will pay SunEdison a base management fee as follows: (i) no fee for the remainder of 2015, (ii) 2.5% of the Company’s cash available for distribution in 2016, 2017 and 2018, and (iii) an amount equal to SunEdison’s or other service provider’s actual cost in 2019 and thereafter. All costs under the MSA are reflected in the Company’s condensed consolidated statement of operations as general and administrative - affiliate and the difference between actual costs and the fee paid pursuant to the MSA will be treated as an equity contribution from SunEdison. No fees were paid or due to SunEdison and the Company incurred costs of $1.3 million and $1.3 million for the three and nine months ended September 30, 2015, respectively, which is treated as an equity contribution from SunEdison. Project Investment Agreement Immediately prior to the completion of the IPO on August 5, 2015, the Company entered into the Project Investment Agreement with SunEdison, pursuant to which SunEdison will contribute certain projects, including the Bora Bora wind project in India, the NPS Star and WXA solar projects in Thailand and the Del Litoral and EI Naranjal solar projects in Uruguay, all of which are under construction. The Project Investment Agreement sets forth project contribution deadlines and the projected cash available for distribution (“CAFD”) associated with each such project. In the event that a specified project cannot be contributed by the applicable contribution deadline, SunEdison will have the right to contribute a substitute project or projects so long as the aggregate projected CAFD of all projects contributed or scheduled to be contributed pursuant to the Project Investment Agreement equals or exceeds the CAFD threshold provided for in the agreement. Interest Payment Agreement Immediately prior to the completion of the IPO on August 5, 2015, Global LLC and Global Operating LLC entered into an interest payment agreement (the “Interest Payment Agreement”) with SunEdison and Holdings, pursuant to which SunEdison agreed to pay an aggregate amount equal to all of the scheduled interest of $81.2 million on Global Operating LLC’s Senior Notes until December 31, 2016 and up to an aggregate amount of $40.0 million in 2017, $30.0 million in 2018, $20.0 million in 2019 and $10.0 million in 2020, plus any interest due on any payment not remitted when due. SunEdison will not be obligated to pay any amounts due under the Senior Notes in connection with an acceleration of the payment of the principal amount of such indebtedness, which is equal to $9.6 million per annum over 16 years. Upon expiration of the Distribution Forbearance Period (described below), Global LLC will be entitled to set off any amounts owing by SunEdison pursuant to the Interest Payment Agreement against any and all amounts owed by Global LLC to SunEdison under the distribution provisions of the amended and restated limited liability company agreement of Global LLC, and Global LLC may pay such amounts to Global Operating LLC. As of the nine months ended September 30, 2015, SunEdison was not required to contribute capital to fund interest on the Senior Notes or credit facility payments. The Interest Payment Agreement also provides for certain contributions by SunEdison in relation to the Orosi project, which is part of the pending GME Transaction. In particular, SunEdison has agreed, from time to time, to contribute to the Company the amounts necessary to make the scheduled principal and interest payments due under its syndicated credit facilities for the life of such indebtedness (unless earlier repaid by SunEdison), which is equal to $9.6 million per annum over 16 years. The Interest Payment Agreement terminates upon payment by SunEdison of all amounts owing thereunder. It may, however, be terminated prior to that by mutual written agreement of SunEdison and Global Operating LLC and will automatically terminate upon the repayment in full of the outstanding principal amount of the Senior Notes and the Orosi project-level indebtedness or a change of control of us, Global LLC or Global Operating LLC. The agreement may also be terminated at the election of SunEdison, Global LLC or Global Operating LLC if any of them experiences certain events relating to bankruptcy or insolvency. Any decision by Global LLC or Global Operating LLC to terminate the Interest Payment Agreement must have the prior approval of the Company’s Corporate Governance and Conflicts Committee. Operations and Maintenance Operations and maintenance services are provided to the Company by affiliates of SunEdison pursuant to contractual agreements. Costs incurred for these services were $2.4 million and $4.8 million for the three and nine months ended September 30, 2015 , and $0.8 million and $2.3 million for the three and nine months ended September 30, 2014 , respectively. Related amounts were reported as cost of operations-affiliate in the consolidated statements of operations and were reflected in operating activities in the condensed statements of cash flows. SunEdison and Affiliates Certain of the Company's expenses are paid by affiliates of SunEdison and are reimbursed by the Company to the same or other affiliates of SunEdison. Additionally, directly attributable costs for construction of renewable energy systems incurred by SunEdison are charged to the Company. As of September 30, 2015 , no amounts were payable by the Company to SunEdison or its affiliates as repayment for direct attributable costs. As of December 31, 2014 , the Company owed SunEdison and affiliates $47.3 million . Depending on the nature of the activity, amounts are either reflected in operating activities or as a non-cash addition to renewable energy facilities included in due to parent and affiliates. Additionally, SunEdison provided contributions to the Company in the form of shareholder loans. Related amounts have been recognized as net parent investment as there is no expectation for the Company to repay SunEdison for the contributions. These contributions totaled $85.2 million and $3.0 million for the nine months ended September 30, 2015 and 2014, respectively. Incentive Distribution Rights In connection with the IPO, the Company issued incentive distribution rights ("IDRs") to Holdings. The IDRs represent the right to receive increasing percentages ( 15.0% , 25.0% and 50.0% ) of Global LLC’s quarterly distributions after the Class A units, Class B units and Class B1 units of Global LLC have received quarterly distributions in an amount equal to $0.2750 per unit, or the “Minimum Quarterly Distribution,” and the target distribution levels have been achieved. SunEdison has granted the Company a right of first refusal with respect to any proposed sale of IDRs to a third party (other than its controlled affiliates), which the Company may exercise to purchase the IDRs proposed to be sold on the same terms offered to such third party at any time within 30 days after it receives written notice of the proposed sale and its terms. Initial IDR Structure If for any quarter: • Global LLC has made cash distributions to the holders of its Class A units, Class B1 units and, subject to the Distribution Forbearance and the Subordination Period provisions, Class B units in an amount equal to the Minimum Quarterly Distribution; and • Global LLC has distributed cash to the holders of its Class A units and Class B1 units in an amount necessary to eliminate any arrearages in payment of the Minimum Quarterly Distribution; then, subject to the Distribution Forbearance Provisions, Global LLC will make additional cash distributions for that quarter to holders of its Class A units, Class B units, Class B1 units and the IDRs in the following manner: • first, to all holders of Class A units, Class B1 units and Class B units, pro rata, until each holder receives a total of $0.3163 per unit for that quarter, or the “First Target Distribution” ( 115.0% of the Minimum Quarterly Distribution); • second, 85.0% to all holders of Class A units, Class B1 units and Class B units, pro rata, and 15.0% to the holders of the IDRs, until each holder of Class A units, Class B1 units and Class B units receives a total of $0.3438 per unit for that quarter, or the “Second Target Distribution” ( 125.0% of the Minimum Quarterly Distribution); • third, 75.0% to all holders of Class A units, Class B1 units and Class B units, pro rata, and 25.0% to the holders of the IDRs, until each holder of Class A units, Class B1 units and Class B units receives a total of $0.4125 per unit for that quarter, or the “Third Target Distribution” ( 150.0% of the Minimum Quarterly Distribution); and • thereafter, 50.0% to all holders of Class A units, Class B1 units and Class B units, pro rata, and 50.0% to the holders of the IDRs. There were no payments for IDRs made by the Company during the three and nine months ended September, 30 2015 and 2014. Distributions Global LLC’s amended and restated limited liability company agreement (as amended, the “Global LLC Operating Agreement”) restricts distributions to holders of Class B Units during the Distribution Forbearance Period and the Subordination Period (each as described below). Distribution Forbearance During the Distribution Forbearance Period Global LLC’s Operating Agreement limits distributions of cash in respect of a specific quarter to Class B units as follows: • the Class B units will not, under any circumstances, be entitled to receive any distributions through the end of 2016 (i.e., distributions declared on or prior to March 31, 2017); and • thereafter, until the end of the Distribution Forbearance Period, the Class B units will not be entitled to receive any distributions to the extent the holders of Class A units and Class B1 units have not received distributions in an amount equal to the Minimum Quarterly Distribution plus any arrearages in the payment of Minimum Quarterly Distributions from prior quarters. The Distribution Forbearance Period began on the completion of the IPO and ends on the later of March 31, 2017 or the date that the Completed CAFD Amount, which approximates the sum of CAFD from contributed construction projects and completed acquisition projects from the Company’s IPO portfolio, exceeds the CAFD Forbearance Threshold, which equals $72.1 million . Any distributions forgone by the holders of Class B units pursuant to the Distribution Forbearance Provisions will not be distributed to holders of other classes of units and will not constitute an arrearage on the Class B units. The aforementioned terms are defined in more detail in Global LLC’s Operating Agreement which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 6, 2015. Subordination Period Global LLC’s Operating Agreement provides that, during the Subordination Period (as described below), the Class A units and Class B1 units (if any) will have the right to receive quarterly distributions in an amount equal to $0.2750 per unit, which amount is defined as the “Minimum Quarterly Distribution,” plus any arrearages in the payment of the Minimum Quarterly Distribution on the Class A units and Class B1 units from prior quarters, before any distributions may be made on the Class B units. The Class B units are deemed “subordinated” because for a period of time, referred to as the “Subordination Period,” the Class B units will not be entitled to receive any distributions from Global LLC until the Class A units and Class B1 units have received the Minimum Quarterly Distribution plus any arrearages in the payment of the Minimum Quarterly Distribution from prior quarters. Furthermore, no arrearages will be paid on the Class B units. The practical effect of the subordinated Class B units is to increase the likelihood that during the Subordination Period there will be sufficient CAFD to pay the Minimum Quarterly Distribution on the Class A units and Class B1 units. The subordination of the Class B units is in addition to the Distribution Forbearance Provisions applicable to the Class B units described above. The Subordination Period began on the completion of the IPO and continues until each of the following tests regarding distributions of CAFD and Minimum Quarterly Distributions are met, which will be a minimum three -year period ending no earlier than the beginning of the period for which a distribution is paid for the first quarter of 2018: • distributions of CAFD on each of the outstanding Class A units, Class B units and Class B1 units of Global LLC equaled or exceeded $1.1000 per unit (the annualized Minimum Quarterly Distribution) for each of the three consecutive, non-overlapping, four -quarter periods immediately preceding that date; • the CAFD generated during each of the three consecutive, non-overlapping, four -quarter periods immediately preceding that date equaled or exceeded the sum of $1.1000 per unit (the annualized Minimum Quarterly Distribution) on all of the outstanding Class A units, Class B units and Class B1 units of Global LLC during those periods on a fully diluted basis; and • there are no arrearages in payment of the Minimum Quarterly Distribution on the Class A units or Class B1 units of Global LLC. The Subordination Period may terminate early if each of the following tests is met: • distributions of CAFD on each of the outstanding Class A units, Class B units and Class B1 units of Global LLC equaled or exceeded $1.6500 per unit ( 150.0% of the annualized Minimum Quarterly Distribution) for the four -quarter period immediately preceding that date; • the CAFD generated during the four -quarter period immediately preceding that date equaled or exceeded the sum of (i) $1.6500 per unit ( 150.0% of the annualized Minimum Quarterly Distribution) on all of the outstanding Class A units, Class B units and Class B1 units of Global LLC during such four quarters on a fully diluted basis, and (ii) the corresponding distributions on the IDRs during such four quarters; and • there are no arrearages in payment of the Minimum Quarterly Distributions on the Class A units or Class B1 units of Global LLC. Distributions during the Subordination Period If Global LLC makes a distribution of cash in respect of any specific quarter ending before the end of the Subordination Period, the Global LLC Operating Agreement requires that it make the distribution in the following manner: • first, to the holders of Class A units and Class B1 units, pro rata, until Global LLC distributes for each Class A unit and Class B1 unit an amount equal to the Minimum Quarterly Distribution for that quarter and any arrearages in payment of the Minimum Quarterly Distribution on such units for any prior quarters; • second, subject to the Distribution Forbearance Provisions applicable to the Class B units, to the holders of Class B units, pro rata, until Global LLC distributes for each Class B unit an amount equal to the Minimum Quarterly Distribution for that quarter; and • thereafter, in the manner described above under Incentive Distribution Rights. Support Agreement Immediately prior to the completion of the IPO on August 5, 2015, Global LLC entered into a project support agreement with SunEdison (the “Support Agreement”). Pursuant to the Support Agreement, SunEdison is required to offer Global LLC qualifying projects (“Call Right Projects”) through the fifth anniversary of the completion of the IPO that are projected to generate an aggregate of at least $1.4 billion of CAFD during their respective first twelve months of commercial operations. In addition, the Support Agreement grants Global LLC a right of first offer with respect to any clean energy projects (other than Call Right Projects) that SunEdison elects to sell or otherwise transfer during the six-year period following the completion of the IPO and that are located in the Company’s initial target markets and other emerging markets that the parties mutually agree upon. At the time of the completion of the IPO, the Support Agreement granted the Company call rights with respect to projects identified therein that had an aggregate net capacity of 1.6 GW. At that time, SunEdison had pending agreements with third-party developers to acquire clean energy projects that had an aggregate capacity of 3.2 GW, which were, or were expected to be, added to the call rights list under the Support Agreement in expectation of, or upon completion of, such acquisition by SunEdison. As of September 30, 2015, the Call Right Projects that are specifically identified pursuant to the Support Agreement have a total nameplate capacity of approximately 1.1 GW. Pursuant to the Support Agreement, SunEdison remains obligated to provide other projects that satisfy $1.4 billion of CAFD over the course of the term of the Support Agreement. |