Page 6 of 11 – SEC Filing SCHEDULE 13D CUSIP No: 88104M101 Page 6 of 11 Pages
The Issuer has publicly disclosed that it is exploring strategic alternatives including transactions to secure a new sponsor or for sale of the whole company. It has also disclosed that it is in settlement discussions regarding claims against its current sponsor, SunEdison, Inc. The Reporting Persons may engage in communications with officers, Board members, shareholders, creditors or advisors of the Issuer to ensure that decisions made by the Board are value maximizing for Class A shareholders. Furthermore, as holders of senior notes in Terraform Global Operating, LLC, the Reporting Persons may engage in conversations with officers, Board members, shareholders, creditors or advisors of the Issuer regarding capital structure alternatives. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities. Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Item 5. Interest in Securities of the Issuer
(a) As of December 26, 2016, each of the Reporting Persons may be deemed to be the beneficial owner of 7,280,000 Shares held for the accounts of the Knighthead Funds, which represents approximately 6.43% of the total Shares outstanding. Based on information in the Issuer’s Form 10-K filed December 21, 2016, there were 113,206,700 Shares outstanding as of November 30, 2016. (b) Each of the Reporting Persons share the power to vote or to direct the vote and the power to dispose or to direct the disposition of the 7,280,000 Shares held for the accounts of the Knighthead Funds. (c) Please refer to Exhibit B for transactions in the Shares during the past sixty days, including the transaction date, number of Shares purchased or disposed of, price per share (and, if weighted average price per share, the range of prices), identity of the Knighthead Fund that effected the transaction, and where and how the transaction was effected. (d) Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. Knighthead Master Fund, LP is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Shares reported herein. (e) Not applicable. Follow Terraform Global Inc.
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SCHEDULE 13D
| CUSIP No: 88104M101 | Page 6 of 11 Pages |
The Issuer has publicly disclosed that it is exploring strategic alternatives including transactions to secure a new sponsor or for sale of the whole company. It has also disclosed that it is in settlement discussions regarding claims against its current sponsor, SunEdison, Inc. The Reporting Persons may engage in communications with officers, Board members, shareholders, creditors or advisors of the Issuer to ensure that decisions made by the Board are value maximizing for Class A shareholders. Furthermore, as holders of senior notes in Terraform Global Operating, LLC, the Reporting Persons may engage in conversations with officers, Board members, shareholders, creditors or advisors of the Issuer regarding capital structure alternatives.
Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities.
Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
| Item 5. | Interest in Securities of the Issuer |
(a) As of December 26, 2016, each of the Reporting Persons may be deemed to be the beneficial owner of 7,280,000 Shares held for the accounts of the Knighthead Funds, which represents approximately 6.43% of the total Shares outstanding. Based on information in the Issuer’s Form 10-K filed December 21, 2016, there were 113,206,700 Shares outstanding as of November 30, 2016.
(b) Each of the Reporting Persons share the power to vote or to direct the vote and the power to dispose or to direct the disposition of the 7,280,000 Shares held for the accounts of the Knighthead Funds.
(c) Please refer to Exhibit B for transactions in the Shares during the past sixty days, including the transaction date, number of Shares purchased or disposed of, price per share (and, if weighted average price per share, the range of prices), identity of the Knighthead Fund that effected the transaction, and where and how the transaction was effected.
(d) Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. Knighthead Master Fund, LP is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Shares reported herein.
(e) Not applicable.
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