$2.4 Billion Acquisition of First Wind by TerraForm Power and SunEdison

January 30, 2015

Cleary Gottlieb represented the Corporate Governance Committee of the Board of Directors of TerraForm Power in the company’s joint acquisition with SunEdison, its majority shareholder, of First Wind. Total consideration for the acquisition consisted of $2.4 billion, comprising $1.9 billion in upfront consideration and a $510 million earn-out. TerraForm acquired First Wind’s operating portfolio for an enterprise value of $862 million. The transaction closed on January 30, 2015.

TerraForm owns and operates renewable energy power plants.

SunEdison manufactures solar technology and develops, finances, installs and operates distributed solar power plants, delivering predictably priced electricity and services to its residential, commercial, government and utility customers.

First Wind is an independent renewable energy company exclusively focused on the development, financing, construction, ownership and operation of utility-scale renewable energy projects in the United States.