13D Filing: Greenlight Capital Reiterates Bullish Stance on Sunedison, Inc. (SUNE)

GCLP, GCQP, GGLP, GCOP, GGOM and the Managed Account (collectively, the “Greenlight Entities”) have entered into cash settled swaps (the “Swaps”) with respect to an aggregate of 6,424,234 shares of Common Stock. The Swaps provide the Greenlight Entities with economic results that are comparable to the economic results of ownership but do not provide them (or Reporting Persons acting on their behalf) with the power to vote or direct the voting or dispose of or direct the disposition of any shares of Common Stock. The counterparties to the Swaps are unaffiliated third party financial institutions.

On January 6, 2016, the Greenlight Entities entered into the transactions listed on Schedule A hereto pursuant to a series of exchange agreements with the Company pursuant to which the Greenlight Entities exchanged an aggregate of (i) $25,000,000 in aggregate principalamount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $7,875,000 in aggregate principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 28,750 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $21,895,000 in aggregate principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 2,448,800 shares of Common Stock (the “Exchange Transactions”).  A more detailed description of the Exchange Transactions can be found by referencing the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016.

On January 11, 2016, each of the Greenlight Entities entered into a Second Lien Credit Agreement (the “Second Lien Credit Facility”) by and among the Company, as borrower, certain guarantor parties thereto, the Greenlight Entities, each other lender from time to time party thereto,  Deutsche Bank AG New York Branch, as administrative agent, Deutsche Bank Securities Inc., Barclays Bank PLC, Macquarie Capital (USA) Inc. and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners and Deutsche Bank Securities Inc., as sole syndication agent and as sole documentation agent, pursuant to which the Greenlight Entities provided $41,895,000 in aggregate