Item 2.02 Results of Operations and Financial Condition.
On May 11, 2020, TerraForm Power, Inc. ("TerraForm Power" or the "Company")
issued a press release announcing the reporting of its financial results for the
fiscal quarter ended March 31, 2020. The press release also reported certain
financial and operating metrics of the Company as of or for the quarters ended
March 31, 2020 and 2019. A copy of the press release is furnished herewith as
Exhibit 99.1.
Item 7.01 Regulation FD.
On May 11, 2020, the Company posted presentation materials regarding its
financial results for the fiscal quarter ended March 31, 2020 to the Investors
section of its website at www.terraformpower.com, which were made available in
connection with a previously announced May 11, 2020 investor conference call. A
copy of this presentation is furnished herewith as Exhibit 99.2.
On May 11, 2020, the Company posted a letter to shareholders regarding its
financial results for the fiscal quarter ended March 31, 2020 to the Investors
section of its website at www.terraformpower.com. A copy of this letter is
furnished herewith as Exhibit 99.3.
Item 8.01. Other Events.
Quarterly Distribution
On May 6, 2020, the Company's Board of Directors declared a quarterly
distribution with respect to the Company's Common Stock of $0.2014 per share.
The distribution is payable on June 15, 2020 to shareholders of record as of
June 1, 2020.
The information in Exhibits 99.1, 99.2 and 99.3 shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that Section.
The information in Exhibits 99.1, 99.2 and 99.3 shall not be incorporated by
reference into any filing or other document under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing or document.
Note Regarding Non-GAAP Financial Measures.
In the attached exhibits, the Company discloses items not prepared in accordance
with accounting principles generally accepted in the United States ("GAAP"), or
non-GAAP financial measures (as defined in Regulation G promulgated by the U.S.
Securities and Exchange Commission (the "SEC")). A reconciliation of these
non-GAAP financial measures to the most directly comparable GAAP financial
measures is contained in the attached exhibits.
Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in this Current Report on Form 8-K
and the press release, presentation and letter attached as exhibits hereto, this
Current Report on Form 8-K and the press release, presentation and letter
contain forward-looking statements which involve certain risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by these statements. Please refer to the cautionary note in the press
release, presentation and letter regarding these forward-looking statements.
2
--------------------------------------------------------------------------------
Additional Information and Where to Find It
This Current Report on Form 8-K is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be made with the
SEC. Any solicitation will only be made through materials filed with the SEC.
Nonetheless, this Current Report on Form 8-K may be deemed to be solicitation
material in respect of the transactions by Brookfield Renewable Partners L.P.
("Brookfield Renewable") and TerraForm Power (the "Transactions") contemplated
by the previously disclosed Reorganization Agreement between Brookfield
Renewable and TerraForm Power. Brookfield Renewable and Brookfield Renewable
Corporation ("BEPC") expect to file relevant materials with the SEC, including a
registration statement on Form F-4 that will include a proxy statement of
TerraForm Power that also constitutes a prospectus of Brookfield Renewable and
BEPC (the "F-4"). This Current Report on Form 8-K is not a substitute for the
registration statement, definitive proxy statement/prospectus or any other
documents that Brookfield Renewable, BEPC or TerraForm Power may file with the
SEC or send to shareholders in connection with the Transactions. SHAREHOLDERS OF
TERRAFORM POWER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC (IF
AND WHEN THEY BECOME AVAILABLE), INCLUDING THE PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
Investors and security holders will be able to obtain copies of the F-4,
including the proxy statement/prospectus, and other documents filed with the SEC
(if and when available) free of charge at the SEC's website, www.sec.gov. Copies
of documents filed with the SEC by Terraform Power will be made available free
of charge on Terraform Power's website at www.terraformpower.com. Copies of
documents filed with the SEC by Brookfield Renewable and BEPC will be made
available free of charge on Brookfield Renewable's website at
bep.brookfield.com. Such documents are not currently available.
Participants in Solicitation
TerraForm Power and its directors and executive officers, BEPC and its directors
and executive officers, and Brookfield Renewable and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the holders of TerraForm Power common stock in respect of the Transactions.
Information about the directors and executive officers of TerraForm Power is set
forth on its website at www.terraformpower.com. Information about the directors
and executive officers of Brookfield Renewable is set forth on its website at
bep.brookfield.com. Information about the directors and executive officers of
BEPC are set forth on its preliminary Form F-1. Investors may obtain additional
information regarding the interests of such participants by reading the proxy
statement/prospectus regarding the Transactions when it becomes available. You
may obtain free copies of these documents as described in the preceding
paragraph.
Non-solicitation
No securities regulatory authority has either approved or disapproved of the
contents of this Current Report on Form 8-K. This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated May 11, 2020, titled "TerraForm Power Reports First
Quarter 2020 Results"
99.2 Presentation materials, dated May 11, 2020, titled "Q1 2020 Supplemental
Information"
99.3 Letter to Shareholders, dated May 11, 2020
104 Cover Page Interactive Data File (formatted as inline XBRL)
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses