Page 10 of 16 – SEC Filing ITEM 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the prior Schedule
13D is hereby amended by adding the following:
On July 18, 2016, ALP
met with representatives of Brookfield and its affiliates. At the meeting, Brookfield discussed with ALP Brookfield’s continued
interest in purchasing the shares of the Issuer owned by SunEdison, Inc. (“SunEdison”). Brookfield also reviewed with ALP
Brookfield’s qualifications as a sponsor of the Issuer and Brookfield’s belief that an acquisition by it of the shares
of the Issuer owned by SunEdison would be in the best interests of all stockholders of the Issuer.
On July 22, 2016,
ALP and Brookfield entered into the Letter Agreement attached as Exhibit G hereto (the “Letter Agreement”) and
formed a “group” within the meaning of the Exchange Act with respect to the purchase of shares of the Issuer.
This Letter Agreement contemplates that they intend to enter into a definitive agreement to act as joint bidders for the
potential purchase of SunEdison’s shares of the Issuer, although neither party has obligated itself to enter into any
such agreement. The Letter Agreement provides for certain restrictions on the ability of either party to transfer its shares
of the Issuer for a period of 90 days from the date of the Letter Agreement, and an exclusivity period to negotiate the
definitive agreement during those 90 days. The foregoing description of the letter agreement is qualified by reference to the
Letter Agreement itself which is attached as Exhibit G hereto.
ALP and Brookfield jointly
have aggregate economic exposure to 34.4% of the Issuer’s shares of Class A Common Stock, consisting of 19,783,708 shares
of Class A Common Stock which may be deemed, as a result of the Letter Agreement, to be beneficially owned by the group and economic
exposure to 11,578,080 shares of Class A Common Stock under the Swap Agreements described in Item 6 of Brookfield’s Schedule
13D filed with the SEC on June 29, 2016.
ITEM 7. Materials to be Filed as
Exhibits.
Item 7 is hereby amended
by adding the following Exhibit G:
Exhibit
G Letter
Agreement and Term Sheet, dated as of July 22, 2016, between Appaloosa LP and Brookfield Asset Management Inc.
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ITEM 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the prior Schedule
13D is hereby amended by adding the following:
On July 18, 2016, ALP
met with representatives of Brookfield and its affiliates. At the meeting, Brookfield discussed with ALP Brookfield’s continued
interest in purchasing the shares of the Issuer owned by SunEdison, Inc. (“SunEdison”). Brookfield also reviewed with ALP
Brookfield’s qualifications as a sponsor of the Issuer and Brookfield’s belief that an acquisition by it of the shares
of the Issuer owned by SunEdison would be in the best interests of all stockholders of the Issuer.
On July 22, 2016,
ALP and Brookfield entered into the Letter Agreement attached as Exhibit G hereto (the “Letter Agreement”) and
formed a “group” within the meaning of the Exchange Act with respect to the purchase of shares of the Issuer.
This Letter Agreement contemplates that they intend to enter into a definitive agreement to act as joint bidders for the
potential purchase of SunEdison’s shares of the Issuer, although neither party has obligated itself to enter into any
such agreement. The Letter Agreement provides for certain restrictions on the ability of either party to transfer its shares
of the Issuer for a period of 90 days from the date of the Letter Agreement, and an exclusivity period to negotiate the
definitive agreement during those 90 days. The foregoing description of the letter agreement is qualified by reference to the
Letter Agreement itself which is attached as Exhibit G hereto.
ALP and Brookfield jointly
have aggregate economic exposure to 34.4% of the Issuer’s shares of Class A Common Stock, consisting of 19,783,708 shares
of Class A Common Stock which may be deemed, as a result of the Letter Agreement, to be beneficially owned by the group and economic
exposure to 11,578,080 shares of Class A Common Stock under the Swap Agreements described in Item 6 of Brookfield’s Schedule
13D filed with the SEC on June 29, 2016.
ITEM 7. Materials to be Filed as
Exhibits.
Item 7 is hereby amended
by adding the following Exhibit G:
| Exhibit G | Letter Agreement and Term Sheet, dated as of July 22, 2016, between Appaloosa LP and Brookfield Asset Management Inc. | |
