SunEdison announced the pricing of $725 million of Second Lien Secured Term Loans (the "Second Lien Facilities") and also that it has entered into a series of exchange agreements with certain holders (the "holders") of its Convertible Senior Notes due 2018, 2020, 2022 and 2025 and its Perpetual Convertible Preferred Stock (the "2018 Notes," "2020 Notes," "2022 Notes," "2025 Notes," and "Preferred Stock," respectively), under which such holders have agreed with the Company to certain exchange transactions as described below ("the Exchange Transactions"). The Exchange Transactions and funding of the amounts under the Second Lien Facilities (collectively the "Transactions") are expected to close on January 11, 2015, subject to customary closing conditions. The Company expects to receive $725 million in gross cash proceeds from the Second Lien Facilities. The proceeds from the Second Lien Facilities will be used to repay all of the outstanding indebtedness under the Company's existing second lien credit facility (approximately $170 million), interest, transaction costs, and for general corporate purposes.
The Second Lien Facilities will be comprised of $500 million of A1 loans, and $225 million of A2 loans, each of which will bear interest at a rate of LIBOR + 10.0% per annum and will mature on July 2, 2018. Lenders under the A1 portion of the facilities will receive warrants exercisable at any time for an aggregate of 19.8 million shares of common stock, and lenders under the A2 portion of the facilities will receive warrants exercisable at any time for an aggregate of 8.9 million shares of common stock, in each case at an exercise price of $0.01 per share. The Second Lien Facilities will contain customary covenants, representations and warranties and events of default.
In the Exchange Transactions, SunEdison has agreed to the following:
- to issue $225 million aggregate principal amount of new senior secured convertible notes due 2018 (the "New Notes") in exchange for, in the aggregate, $40.5 million principal amount of the 2020 Notes, $106.9 million principal amount of the 2022 Notes, $97.0 million principal amount of the 2023 Notes and $91.4 million principal amount of the 2025 Notes;
- to issue a total of an estimated 28.0 million shares of common stock (the "note exchange shares") in exchange for, in the aggregate, $44.3 million principal amount of the 2018 Notes, $71.0 million principal amount of the 2020 Notes, $10.5 million principal amount of the 2021 Notes, $37.0 million principal amount of the 2022 Notes, $43.0 million principal amount of the 2023 Notes and $38.5 million principal amount of the 2025 Notes; and
- to issue a total of an estimated 11.8 million shares of common stock (the "equity exchange shares" and, together with the note exchange shares, the "exchange shares") in exchange for, in the aggregate, $158.3 million (or 158,327 shares) of the Preferred Stock.
- The estimates of the aggregate number of exchange shares have been calculated based on the closing price of SunEdison common stock on January 6, 2016 and the actual number of exchange shares delivered may vary due to pricing adjustments included in certain of the exchange agreements.
In connection with the entry into the Second Lien Facilities, the exchange transactions and the issuance of warrants described above, on January 6, 2016, SunEdison entered into registration rights agreements with holders of the exchange shares and the shares underlying the warrants described above (the "registration rights agreements"). Under the registration rights agreements, SunEdison has agreed to file shelf registration statements (or prospectus supplements to an existing registration statement) to register the resale of such shares.
