Vivint Solar to Be Acquired for $2.2 Billion

On July 20, 2015, SunEdison Inc., the world's largest renewable energy development company, Vivint Solar, a leading provider of residential solar systems in the United States, and TerraForm Power, Inc. (together with its subsidiaries, TerraForm Power), an owner and operator of clean energy power plants, announced that SunEdison and Vivint Solar have signed a definitive merger agreement under which SunEdison will acquire Vivint Solar for approximately $2.2 billion, payable in a combination of cash, shares of SunEdison common stock, and SunEdison convertible notes. Wilson Sonsini Goodrich & Rosati is advising Vivint Solar in the transaction.

In connection with SunEdison's proposed acquisition of Vivint Solar, SunEdison has entered into a definitive purchase agreement with a subsidiary of TerraForm Power that, concurrently with the completion of SunEdison's acquisition of Vivint Solar, will acquire Vivint Solar's rooftop solar portfolio, consisting of 523 megawatts (MW), expected to be installed by year-end 2015, for $922 million in cash. In addition, TerraForm Power will acquire future completed residential and small commercial projects from SunEdison's expanded residential and small commercial business unit.

The merger requires the approval of Vivint Solar stockholders and is subject to regulatory approval and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2015.

The WSGR team advising Vivint Solar includes the following:

Corporate/M&A
Larry Sonsini
Mike Ringler
Bob Day
Brian Keyes
Ben Dickson
Adam Copley
Nathan Hatfield
Alex Winney

Energy and Infrastructure Finance
Michael Joyce
Sean Moran
Todd Glass
Scott Zimmermann
Keene O'Connor
Andrew Braff

Employee Benefits and Compensation
David Thomas
Brandon Gantus
Lucericia Messiah
Mark Cornillez-Ty

Technology Transactions
Parag Gheewala
Manja Sachet
James Gannon

Antitrust
Scott Sher

Corporate Finance
John Mao
Michael Occhiolini
Christine Li
Dana Hall
Erik Franks

Tax
Greg Broome
Myra Sutanto Shen

Real Estate and Environmental
James McCann
Kimberly McMorrow
Alison Weinberg

For additional information, please see the companies' joint press release.