Attached files
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| EX-99.1 - SUNEDISON, INC. | v186464_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 21, 2010
MEMC
Electronic Materials, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or other jurisdiction of
Incorporation)
|
1-13828
(Commission
File Number)
|
56-1505767
(I.R.S.
Employer
Identification
Number)
|
|
501
Pearl Drive (City of O'Fallon)
St.
Peters, Missouri
(Address
of principal executive offices)
|
|
63376
(Zip
Code)
|
(636)
474-5000
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provision (see General Instruction A.2
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On May
21, 2010, Sun Edison LLC, a Delaware limited liability company (“SunEdison”) and
indirect wholly owned subsidiary of MEMC Electronic Materials, Inc., a Delaware
corporation (“MEMC” or the “Company”), entered into a Framework Agreement with
FREI Sun Holdings (Cayman) Ltd., a Cayman Islands exempted company (“FR
Holdings”), a newly formed indirect subsidiary of First Reserve Energy
Infrastructure Fund L.P. (the “Fund”), FREI Sun Holdings (US) LLC, a
Delaware limited liability company (“FR Holdings US”), also a newly formed
indirect subsidiary of the Fund (FR Holdings and FR Holdings US collectively
referred to herein as “FR Holdings”); SunEdison Reserve International, L.P., a
Cayman Islands exempted limited partnership formed by SunEdison and FR Holdings;
and SunEdison Reserve US, L.P., a Delaware limited partnership formed by
SunEdison and FR Holdings (the “Framework Agreement”). Pursuant to
the Framework Agreement, SunEdison and FR Holdings have formed a joint venture
to acquire solar photovoltaic systems developed by SunEdison in the United
States, Canada, Italy and Spain over a minimum three-year period.
FR
Holdings and SunEdison have committed to make combined capital contributions of
$167 million to the joint venture. SunEdison will be a minority,
non-controlling equity partner in the joint venture. Through
joint venture entities controlled by FR Holdings, initially one established in
the United States and one in the Cayman Islands, the parties will provide cash
equity in accordance with their capital commitments and arrange for long-term
debt financing for photovoltaic solar power plant projects.
SunEdison
will lead the project identification process, and present potential projects to
the joint venture which meet identified project criteria and provide for an
aggregate minimum amount of megawatts of electric energy-generating capacity
sufficient to require investment of 100% of the initial capital
commitments. The joint venture entities will have an exclusive review
period of those projects and, once accepted, the projects will be placed on the
joint venture’s project registry. Before being placed on the project
registry, each U.S. project must have an executed power purchase agreement, and
each non-U.S. project must have a reservation, if applicable and available, for
locations subject to a feed-in tariff or, in Spain and Italy, confirmed grid
capacity and availability with respect to a feed-in tariff at the location for
the project. The Framework Agreement provides that each registry
project will be developed and constructed by SunEdison for purchase by the joint
venture entity pursuant to an engineering, procurement and construction
agreement (“EPC Agreement”) with SunEdison. The Framework Agreement
incorporates a pricing model that provides for the methodology by which the
purchase price for each project shall be determined. In addition,
SunEdison will enter into an operations and maintenance agreement (“O&M
Agreement”) with respect to each project providing for the long-term management
of the project by SunEdison.
FR
Holdings will lead the long-term debt financing efforts for the projects and
will work with banks and other financial institutions to raise such debt
financing. The Framework Agreement contemplates an equity and debt
structure for project financing based on a 4:1 debt to equity
ratio. The Framework Agreement provides for the joint venture
entities to make calls on the committed equity capital as needed for payments to
SunEdison under the EPC Agreements. The combination of the committed
$167 million of equity from FR Holdings and SunEdison and contemplated debt
financing is expected to fund the acquisition of solar projects with an
enterprise value of $825 million. Should project debt financing be
unavailable for a project, the Framework Agreement provides for the financing of
that project solely with equity capital up to the initial capital commitments,
reducing the overall purchasing ability of the joint venture entities. The
Framework Agreement contemplates the potential for additional equity of up to
$150 million depending on and subject to the assessment of FR Holdings and the
joint venture entities of market conditions, project opportunities and other
available capital of the joint venture to pursue those projects. With
a corresponding increase in project debt financing for such additional equity
capital, the additional equity and debt could scale up the value of the
aggregate acquired projects to a total enterprise value of approximately $1.5
billion.
The
Framework Agreement provides for certain preemptive rights with respect to
additional equity raises by FR Holdings for the joint venture entities. If
SunEdison determines not to purchase additional equity in connection with such
capital raising efforts by FR Holdings, SunEdison’s percentage interest in the
joint venture would be diluted accordingly.
FR
Holdings and the joint venture entities have agreed not to make any investment
or loan for or in any other solar photovoltaic power generation projects in any
of the targeted countries, subject to identified exceptions, without the written
consent of SunEdison for at least the first year of the Framework
Agreement. This exclusivity period may be extended in certain
circumstances set forth in the Framework Agreement.
The
Company has agreed to guarantee SunEdison’s obligations under the EPC Agreements
to be entered into for the projects. The Fund has agreed to guarantee
FR Holdings’ payment obligations under the Framework Agreement.
On May
25, 2010, the Company issued a press release announcing the joint venture, a
copy of which is filed with this Form 8-K as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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Item
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99.1
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Press
Release issued by the Company on May 25,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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MEMC
ELECTRONIC MATERIALS, INC.
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||
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Date: May
25, 2010
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By:
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/s/ Bradley D. Kohn
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Name: Bradley
D. Kohn
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Title: Senior
Vice President – Legal and Business
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Development
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Exhibit
Index
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Number
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Item
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99.1
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Press
Release issued by the Company on May 25,
2010.
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