Vivint Solar Terminates Pending Sale to SunEdison

SunEdison's financial woes doomed the deal, says Vivint, but SunEdison shares rallied on news of the canceled transaction.
Katie Kuehner-HebertMarch 8, 2016

SunEdison’s mounting financial woes were getting in the way of its acquisition of Vivint Solar, the seller contended, and so the Lehi, Utah-based rooftop-solar company on Tuesday scrapped the deal.

“In particular, SunEdison’s failure to consummate the merger when required pursuant to the terms of the merger agreement constitutes a willful breach of the merger agreement, and Vivint Solar intends to seek all legal remedies available to it in respect of such willful breach,” the company wrote in a press release.

The original deal, announced in July 2015, was worth $1.9 billion, but the parties later renegotiated the deal, reducing the cash portion by $2 to $7.89 a share, according to The Wall Street Journal. Moreover, Vivint’s majority shareholder, Blackstone Group LP, agreed to take stock in lieu of cash and to provide SunEdison with a $250 million credit line.

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SunEdison’s market capitalization has declined to about $600 million from nearly $10 billion as of last July, as the company has faced increasing criticism of its “yieldco” business model, which relies heavily on selling finished power projects to two publicly-traded subsidiaries, TerraForm Power and TerraForm Global. Those units have had difficulties raising funds to buy projects because of huge declines in their stock prices.

Hedge fund Appaloosa Management, a large TerraForm Power shareholder headed by billionaire David Tepper, earlier this year sued to block the Vivint deal. The deal would have required TerraForm Power to buy about $800 million of Vivint’s projects in the future, the WSJ said. Appaloosa has accused SunEdison of pressuring its yieldcos to overpay for assets and said the setup has “obvious conflicts.”

“It was SunEdison’s own financial disarray and not a legal victory by Tepper … which appears to have caused the Vivint deal’s demise,” Forbes wrote.

Last month SunEdison announced moves to “re-engineer” its business.

The Maryland Heights, Mo.-based clean energy developer announced plans to sell its Kuching, Malaysia, silicon wafer production facility to China-based LONGi Silicon Materials; close its Pasadena, Texas, polysilicon production facility, resulting in roughly 180 job cuts; and refocus its Portland, Ore., operations into a cost effective R&D and technology demonstration center, resulting in roughly 40 job cuts.

As a result of the restructuring actions, SunEdison expects to report a total of $266 million in non-cash impairment charges and a total of $171 million in other restructuring charges in its fiscal 2015 fourth quarter financial results. It also expects to report approximately $10 million to $13 million in other restructuring charges in fiscal 2016.

However, SunEdison last week said it would delay its 2015 earnings report while its board investigates claims from a former and a current employee challenging the accuracy of the company’s financial disclosures, according to the WSJ. While SunEdison has found no wrongdoing, the company said the review is still under way and could require the company to “reassess its liquidity position.”