 Acquisition Announcement July 20, 2015 Filed by SunEdsion, Inc. (Commission File No. 001-13828) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vivint Solar, Inc. Commission File No.: 001-36642 |
 Disclaimer 2 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 our acquisitions, 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, including statements in respect of expected or targeted results or dividends. The forward-looking statements contained in this presentation represent SunEdison’s and TerraForm Power's judgment as of the date of this presentation and are based on current expectations and assumptions. Although SunEdison and TerraForm Power 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; TerraForm’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 Power’s ability to successfully identify, evaluate and consummate acquisitions from SunEdison or third parties and to integrate such assets, including the Invenergy assets and the Vivint Solar acquisition; government regulation; operating and financial restrictions under agreements governing indebtedness; SunEdison’s and TerraForm Power’s ability to borrow additional funds and access capital markets; SunEdison’s and TerraForm Power’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 Power’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 Power 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’s and TerraForm Power’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’s and TerraForm Power’s future results included in SunEdison’s and TerraForm Power’s filings with the Securities and Exchange Commission available at www.sec.gov. 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. |
 Additional Information 3 The proposed merger transaction between SunEdison and Vivint Solar will be submitted to the stockholders of Vivint Solar for their consideration. SunEdison intends to file with the SEC a registration statement on Form S-4 that will include a prospectus of SunEdison and a proxy statement of Vivint Solar, and Vivint Solar intends to file with the SEC a definitive proxy statement on Schedule 14A. SunEdison and Vivint Solar also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF VIVINT SOLAR ARE URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SUNEDISON, VIVINT SOLAR AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by SunEdison (when they become available) may be obtained free of charge on SunEdison’s website at www.sunedison.com or by directing a written request to SunEdison, Inc., Investor Relations, 13736 Riverport Drive, Ste. 1800, Maryland Heights, MO 63043. Copies of documents filed with the SEC by Vivint Solar (when they become available) may be obtained free of charge on Vivint Solar’s website at www.vivintsolar.com or by directing a written request to Vivint Solar, Inc., 3301 N. Thanksgiving Way, Suite 500, Lehi, UT 84043. Investors and security holders may also read and copy any reports, statements and other information filed by SunEdison or Vivint Solar, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room. SunEdison, Vivint Solar, and certain of their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding SunEdison’s directors and executive officers is available in its proxy statement filed with the SEC by the Company on April 17, 2015 in connection with its 2015 annual meeting of stockholders, and information regarding Vivint Solar’s directors and executive officers is available in its proxy statement filed with the SEC by Vivint Solar on April 20, 2015 in connection with its 2015 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the prospectus and proxy statement and other relevant materials to be filed with the SEC when they become available. |
 Agenda 4 Platform Acquisition, Business Transformation Ahmad Chatila, CEO of SunEdison Accelerating Value to SunEdison Brian Wuebbels, CFO of SunEdison Concluding Remarks & Q&A The Vivint Solar Platform Greg Butterfield, CEO of Vivint Solar TerraForm Power: Establishing Significant Residential Presence Carlos Domenech, CEO of TerraForm Power |
 Platform Acquisition, Business Transformation Ahmad Chatila, CEO of SunEdison |
 $2.2 Billion Platform Acquisition of Vivint Solar SunEdison extends its leadership position • SunEdison to become the leading global DG solar company 2016 DG (RSC and C&I) guidance of 1,100 to 1,300 MW • Tremendous SUNE organic execution: run-rate >1 GW per quarter as of 4Q 2015 • Initiate 2016 guidance of 4,200 to 4,500 MW – up 50% from prior outlook • Accelerate IDRs and realization of GP structure Scalable platform delivering RSC CAFD of ~$630M run-rate through 2019 TerraForm establishes significant presence in residential solar • Highly accretive growth: 9.5% 10-year average levered cash-on-cash yield • 523 MW rooftop solar portfolio, delivering $81M 10-year average unlevered CAFD • RSC business delivers predictable, accelerating, high-volume flow of drop downs 6 |
 Transaction Overview 7 1. Based on 2014 total MW installed 2. Installed as of year-end 2015 SUNE Transaction Summary TERP Transaction Summary SUNE Stock Seller Convertible Note SUNE Cash SUNE Capital Non-Recourse 1 Lien Term Loan Total Capital TERP Stock Total Capital $370 M 350 M 57 M $777 M 500 M $1,277 M $737 M $962 M SunEdison to acquire the 2 nd largest U.S. residential solar installer (1) TerraForm Power to acquire 523 MW of contracted residential solar assets (2) Seller’s Confidence in Combined Success Aligns Interests Maximizes Shareholder Value TERP Capital $962 M TERP HoldCo Debt 225 M st |
 $4 trillion opportunity for value creation 8 Source: Bloomberg New Energy Finance; HIS Note: C&I denotes Commercial & Industrial. RSC denotes Residential, Small Commercial Cumulative Installed CAFD $69 $85 $97 $110 $127 $142 $155 $170 $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 2013 2014 2015 2016 2017 2018 2019 2020 Utility Solar C&I Off-Grid Wind RSC ($B) |
 Market Capitalization SunEdison is a Top Three Renewable Energy Company… SunEdison is a clear market leader in the renewable energy space Source: Bloomberg as of 7/17/2015 9 ($B) North America Europe Asia $0 $2 $4 $6 $8 $10 $12 $14 |
 Source: Bloomberg as of 7/17/2015 …With a Clear Pathway to Growth… Market Capitalization ($B) North America Europe SunEdison today is developing 53 GW, equivalent to the assets held by the largest U.S. energy company $0 $10 $20 $30 $40 $50 $60 10 |
 …To Achieve Our Long-Term Objectives Source: Bloomberg as of 7/17/2015 11 Market Capitalization ($B) North America Europe Asia South America SunEdison has a 20-year growth horizon SunEdison has a 20-year growth horizon $0 $50 $100 $150 $200 $250 $300 $350 $400 |
 Executing on Platform Transformation 12 General Partner Utility-Scale: Solar/Wind Shareholders Third-Party Partners (e.g. Renova, etc.) DG: RSC/C&I Solar Common Dividends + IDRs Additional Vehicles Warehouse Vehicles |
 Clearly Defined Roadmap to Growth 13 1 2 3 Funds from Operations (2014A) ($B) North America Europe Significant platform CAFD visibility Significant platform CAFD visibility SunEdison Development Engine CAFD (1) (+) CAFD from Operating Assets (2) (+) CAFD from 3 rd Party ROFO (2) Total Platform CAFD Visibility Compared to FFO 1 2 3 Source: Bloomberg as of 7/17/2015 1. Conversions based on SunEdison’s historical conversion rates from each category; represents unlevered CAFD 2. Represents unlevered CAFD $0 $1 $2 $3 $4 $5 $6 $7 $8 Duke Energy Iberdrola RWE NextEra Energy Southern American Electric Power PG&E Sempra Energy |
 Proven Integration Capabilities 14 General Partner Utility Shareholders Third-Parties DG Common Dividends + IDRs Additional Vehicles Warehouse Vehicles Exceptional execution culture allows for rapid integration and accelerates virtuous cycle Exceptional execution culture allows for rapid integration and accelerates virtuous cycle Cultural Alignment Exceptional Management Team Market Leader Attractive Market Segments + + + + |
 Proven Ability to Capitalize on Platform Acquisitions 3.3 GW of operating/construction assets acquired to date and large development opportunity Total: 13.5 GW 1.4 GW 10.2 GW Operating Assets Development Opportunities 2.8 GW (Emerging Markets) 7.4 GW (OECD Markets) 15 First Wind acquisition catalyzed our wind platform, which grew further through M&A 0.9 GW 0.5 GW 0.5 GW |
 16 Accelerating Our RSC Platform Transformation SunEdison’s building blocks today, combined with the Vivint Solar platform, position us for accelerated growth Sales reached 25 MW for quarter Large-Scale Residential Solar Platform Acquired EchoFirst Developed global platform and executed on 39 MW July 2013 2014 1Q 2015 Today |
 Accelerates growth beyond core markets Unlocks shareholder value for contracted solar assets Opens broad pools of capital via TerraForm Power Adds complementary geographies, channels and skill sets Strong Strategic Rationale for Acquisition Extends position as the leading global DG solar company Adds complementary geographies, channels and skill sets Expands management capability and bandwidth Accelerates IDRs and realization of GP structure 17 Enhances portfolio scale and diversity Delivers DPS accretion at attractive >9% cash- on-cash yield Offers high-growth, predictable flow of drop down assets Provides escalating, long-term CAFD profile |
 The Vivint Solar Platform Greg Butterfield, CEO of Vivint Solar |
 Accelerates growth beyond core markets Unlocks shareholder value for contracted solar assets Opens broad pools of capital via TerraForm Power Adds complementary geographies, channels and skill sets Strong Strategic Rationale for Acquisition Extends position as the leading global DG solar company Adds complementary geographies, channels and skill sets Expands management capability and bandwidth Accelerates IDRs and realization of GP structure 19 Enhances portfolio scale and diversity Delivers DPS accretion at attractive >9% cash- on-cash yield Offers high-growth, predictable flow of drop down assets Provides escalating, long-term CAFD profile |
 Management Position Background Greg Butterfield Chief Executive Officer, President & Director Dana Russell Chief Financial Officer & EVP Thomas Plagemann Executive Vice President, Capital Markets Shawn Lindquist Chief Legal Officer, EVP & Secretary Dwain Kinghorn Chief Strategy & Innovations Officer Chance Allred Senior Vice President, Sales Paul Dickson Senior Vice President, Operations Jan Newman Senior Vice President, Business Development Tessa White Senior Vice President, Human Resources Experienced Management Team 20 |
 Rapid Market Share Growth Through Direct-To-Home Strategy Annual Megawatts Installed Estimated U.S. Residential Solar Market Share (1) 1. Source: GTM Research 494 MW 814 MW 1,231 MW A Enhanced sales efficiency B Consultative, personal sales process C Concentrated deployments improve operational efficiency, lower costs D Maximized referrals, increased sales opportunities Vivint Solar has grown significantly faster than the overall residential solar market in the U.S. 21 2011 – 2014 CAGR: 437% 1 14 58 155 0 45 90 135 180 2011 2012 2013 2014 MW 13% 2014 1% 2012 7% 2013 |
 Vivint Solar: Fully Integrated Platform 22 Design & Engineering Financing Installation Monitoring & Service Referral Professional Consultation End-to-end, scalable platform and internal capabilities designed to maximize long-term asset performance and value Neighborhood-focused direct-to-home sales force Proprietary design software increases overall efficiency Little to no upfront cost to the customer / raise financing against long term cash flows Control every aspect of process for customers Real-time monitoring enables rapid response times Lower customer acquisition costs and accelerated growth |
 Vivint Solar Complements Existing SunEdison Platform 23 Combination of platforms provides significant economies of scale Organization Direct-to-home sales Sales management platform Sales partners, e.g. REPs Market Presence Low cost of capital Global partner channels TERP asset ownership US UK & Australia ROW Mexico Brazil Residential C & I Residential C & I |
 Critical Success Factors For Competing and Winning in RSC 24 Strong Management Team Brand Recognition Software Expertise New Product Innovation Diversified Sales Channels SunEdison and Vivint Solar combination creates best-in-class platform Strong Relationship With Utilities Geographic Expansion Cost / Watt Overhead Supply Chain Economies of Scale Flexible, Low-Cost Capital |
 TerraForm Power: Establishing Significant Residential Presence Carlos Domenech, CEO of TerraForm Power |
 Accelerates growth beyond core markets Unlocks shareholder value for contracted solar assets Opens broad pools of capital via TerraForm Power Adds complementary geographies, channels and skill sets Strong Strategic Rationale for Acquisition Extends position as the leading global DG solar company Adds complementary geographies, channels and skill sets Expands management capability and bandwidth Accelerates IDRs and realization of GP structure 26 Enhances portfolio scale and diversity Delivers DPS accretion at attractive >9% cash- on-cash yield Offers high-growth, predictable flow of drop down assets Provides escalating, long-term CAFD profile |
 Track Record of Successful Platform Transformation 27 Vivint Solar acquisition accelerates platform growth Source: Factset as of 7/17/2015 April 1, 2015 Announced Atlantic Power Wind acquisition July 6, 2015 Announced Invenergy Wind acquisition Scalable, high-growth platform with ongoing flow business Residual value of additional opportunities Fast growing market segment with 37% growth 2011-2020 Best-in-class cost of capital and acceleration of new structures Scale efficiencies in systems, supply chain and cost structure Attractive PPA pricing Transaction Rationale 49% Increase Since IPO November 17, 2014 Announced First Wind acquisition Entered Wind Market 07/17/14 10/16/14 01/15/15 04/16/15 07/17/15 $20 $25 $30 $35 $40 $45 $37.20 TerraForm Power (TERP) |
 Vivint Solar Asset Dashboard 28 780+ 740 - 780 700 - 740 < 700 CA MD MA NY NJ Other FICO Score (750+ FICO) (2,3) Geographic Diversity (2) High creditworthy customers High creditworthy customers Diversification across major solar states Diversification across major solar states 1. 10-year average unlevered CAFD 2. Based on MW 3. Underwriting minimum FICO score of 680 depending on tax equity investor’s requirements. Reflects FICO score at underwriting Year End 2015 Installed Capacity 523 MW Unlevered CAFD (1) $81M 10-Year Levered Cash-on-Cash Yield 9.5% Remaining Contract Life >19 Years Number of Customers 77,000+ % of Systems with PPA Escalator >99% Average PPA Price $0.14 / kWh |
 Multiple Pillars Drive Visible Growth 29 Sponsor Drop Downs New Geographies & Third Party M&A Residential ~11 Operating Warehouse Drop Downs ~1 Channel 4 Yr GW Aggregate ~$1.1 ~$0.1 Targeted CAFD ($B) Revised 21% DPS Growth (+100 bps increase) Note: Assumes $0.10 CAFD/W 1. Source: GTM Research (estimated growth rate 2011-2020) >300 GW 2014 Installed Base 37% Annual Growth Rate for Resi (1) Additional DPS Growth |
 Increasing 2016 & Establishing 2017 DPS Guidance 30 Execution CAFD Growth DPS Growth Raising 2016 guidance from $1.70 to $1.75: 30% Y-o-Y growth Establishing 2017 guidance of $2.05, up from $2.00 target $0.05 increase includes only initial 523 MW Vivint Solar drop down Further enhancing growth through residential organic engine Significant future DPS visibility 58% 2-Year DPS Increase $1.75 $0.90 $1.30 $1.35 $2.05 At IPO Current Dividend 2015 Guidance 2016 Revised 2017 Initiated |
 Enhanced CAFD Visibility to 2019 31 $M >$2.3B CAFD visibility 1. Denotes levered CAFD. All other CAFD numbers are unlevered 2. Excludes residential CAFD now included in Residential Engine 3. Includes expected 10-year average unlevered CAFD (including 470 MW of Invenergy assets anticipated to be acquired by new warehouse facility and Atlantic Power assets which were previously acquired by a warehouse facility). (3) ~$850M CAFD Needed to Deliver Increased 2017 DPS Guidance (2) (2) >$1.5B CAFD visibility (1) (1) $550 $850 $345 $0 $500 $1,000 $1,500 $2,000 $2,500 2015 CAFD Guidance Run-Rate & Unlevered Adjustments Controlled Vivint Solar (0.5 GW) RSC Engine Total Visible CAFD Additional DevCo Engine CAFD Total Visible CAFD + DevCo Engine $225 $120 $185 $300 $81 Acquisitions (1.5 GW) Call Rights (3.6 GW) |
 Increasing Long-Term DPS Growth Target to 21% 32 Execution CAFD Growth DPS Growth Target DPS Guidance DPS 1) New Residential Engine 2) New Geographies 3) M&A CAGR 21% $0.90 $1.30 $1.35 $1.75 $2.05 $2.38 $2.71 At IPO Current 2015 2016 2017 2018 2019 Dividend |
 Accelerating Value to SunEdison Brian Wuebbels, CFO of SunEdison |
 Uses of Funds TERP Stock TERP HoldCo Debt $737 225 Total Sources of Funds $962 Expected Sources & Uses: $2.2B Transaction Value 34 SunEdison Purchases Vivint Solar at Acquisition Close ($M) SunEdison Purchases Vivint Solar at Acquisition Close ($M) TerraForm Power Purchases 523 MW of Vivint Solar Systems at Acquisition Close ($M) TerraForm Power Purchases 523 MW of Vivint Solar Systems at Acquisition Close ($M) TERP Purchase of 523 MW Non-Recourse 1 st Lien Term Loan SunEdison Stock (1) Seller Convertible Note SunEdison Cash $922 500 370 350 57 Total Sources of Funds $2,199 Purchase of Vivint Solar Repayment of Debt $1,898 263 Transaction Costs 38 Total Uses of Funds $2,199 Uses of Funds Purchase of 523 MW Transaction Costs $922 40 Total Uses of Funds $962 Sources of Funds 1. $19 million of SUNE stock issued to employees for vested RSUs one-month post-close. 2. Includes bridge financing and M&A / advisory fees of $24 million and capital raising fees of $14 million for SUNE. 3. Includes bridge financing and M&A / advisory fees of $11 million and capital raising fees of $29 million for TERP. 4. TERP HoldCo debt based on ~3.0x 10-year unlevered CAFD of $81M. (3) (2) SunEdison’s portion of the consideration consists of $777 million SunEdison’s portion of the consideration consists of $777 million (4) Uses of Funds Uses of Funds Sources of Funds |
 Transaction Consideration Breakdown 35 TERP Consideration (1) 3 rd Party Capital Raise (1) SUNE Consideration SunEdison’s portion of the consideration limited to $6.75 per Vivint Solar share Acquisition of 523 MW of systems Non-recourse 1 lien term loan Seller convertible note Total Consideration per VSLR Share SUNE equity SUNE cash on balance sheet 1. Includes pay-down of Vivint Solar debt and, for third party capital raise only, certain transaction costs $16.50 $6.75 $3.45 $6.29 st |
 Guidance and Future Outlook 36 Note: MW-ac for wind assets and MW-dc for solar assets 1. Represents the average of Wall Street research estimates Up 50% from prior outlook Up 50% from prior outlook 2016 growth driven by acceleration of organic development 2015 Previous Revised Guidance (MW) 2016 (MW) 2016 (MW) Total 2,100 – 2,300 2,800 - 3,000 4,200 – 4,500 Utility 1,700 – 1,900 N/A 3,000 – 3,300 DG 380 – 420 N/A 1,100 – 1,300 |
 Targeting Rapid, Global Scale 37 Vivint Solar acquisition accelerates SunEdison’s development engine Cumulative MW 283 430 537 1,048 2,100 – 2,300 2,800 – 3,000 4,200 – 4,500 38 110 1. CAGR calculated utilizing midpoint in 2016 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 2009 2010 2011 2012 2013 2014 2015E 2016E 2016 Previous MW Range |
 Value of SunEdison’s GP Platform 38 $M 0 100 200 300 400 500 600 700 2015 2016 2017 2018 2019 Standalone Vivint Solar TerraForm expected to reach high IDR split in mid-2016 TerraForm expected to reach high IDR split in mid-2016 Pro Forma Dividend + IDR Value Per SUNE Share $ / share Growth Rate 2.0% 2.5% 3.0% 5.0% $64 $76 $94 6.0% $47 $53 $62 7.0% $37 $41 $46 |
 Vivint Solar Acquisition Expected to Add $3B Value to SunEdison Pro Forma Combined 39 Standalone 40x GP Multiple ~$417M $335M ~$82M $16B $13B $3B $42 $53 $11 Expected 2018 IDR / Dividends to SUNE Value Created Value Created / Share GP model enhances shareholder value from accretive acquisitions |
 Accelerates growth beyond core markets Unlocks shareholder value for contracted solar assets Opens broad pools of capital via TerraForm Power Adds complementary geographies, channels and skill sets Strong Strategic Rationale for Acquisition Extends position as the leading global DG solar company Adds complementary geographies, channels and skill sets Expands management capability and bandwidth Accelerates IDRs and realization of GP structure 40 Enhances portfolio scale and diversity Delivers DPS accretion at attractive >9% cash- on-cash yield Offers high-growth, predictable flow of drop down assets Provides escalating, long-term CAFD profile |
 Concluding Remarks & Q&A |
 Appendix |
 TerraForm Reg. G: Reconciliation to CAFD 1. Primarily represents contributions received from SunEdison pursuant to the Interest Payment Agreement, which we expect will be satisfied in August, 2017 upon the scheduled interest payment on the Senior Notes 43 (in thousands) Year Ended December 31, 2015 Adjustments to reconcile net cash provided by operating activities to cash available for distribution: Net cash provided by operating activities $ 265,900 Changes in assets and liabilities (8,500) Deposits into/withdrawals from restricted cash accounts 15,200 Cash distributions to non-controlling interests (23,300) Scheduled project-level and other debt service and repayments (35,800) Non-expansionary capital expenditures (13,000) Contributions received pursuant to agreements with SunEdison (1) 16,500 Other 8,000 Estimated cash available for distribution $ 225,000 |