Tag Archives: terp

Attorneys Target SunEdison Yieldco TerraForm Power In Probes

Four law firms are investigating whether SunEdison ( SUNE ) yield company TerraForm Power ( TERP ) violated securities laws in conjunction with its annual report filing delays. Two say their probes concern the fraud and insider trading sections of the Securities and Exchange Act of 1934. TerraForm Power is facing a series of potential investor class action lawsuits and could be delisted from the Nasdaq if it doesn’t come into compliance. The SunEd yieldco has until May 16 to regain compliance or submit a plan to do so, though it could be granted an extension until  Sept. 12 . In midday trading Thursday, TerraForm Power stock was trading down more than 6%. SunEdison was down more than 3% on the  stock market today . Shares closed down 7.9% and flat, respectively, on Wednesday. Goldberg Law Firm said it is investigating whether TerraForm Power violated securities rules by issuing “misleading” information to investors and cites “claims of potential misrepresentations” by the company. Its investigation is focusing on Terraform’s Feb. 29 announcement that it would delay filing its form 10-K annual report with the SEC. Rosen Law Firm; the Pomerantz law firm; and Bronstein, Gewirtz & Grossman launched TerraForm Power investigations too. On Feb. 29, SunEdison said it needed more time to wrap an audit into its liquidity stance, stemming from allegations of financial misconduct by former executives. Early Wednesday, the firms again delayed their 10-Ks, but SunEd said it found no “material weaknesses” thus far. TerraForm Power blamed its parent company for the holdup, saying its accounting systems are tied to SunEd’s. On this news, TerraForm Power “fell sharply during intraday trading on March 16,” Rosen Law Firm said in a press release. “Rosen Law Firm is investigating a potential class action lawsuit to recover losses suffered by TerraForm Power investors,” the firm wrote.

Could Blistered SunEdison Yieldco TerraForm Power Face Delisting?

SunEdison ( SUNE ) yield company TerraForm Power ( TERP ) slipped from Nasdaq compliance Wednesday, when SunEd’s constrained finances forced the duo to miss a March 15 deadline to submit their already delayed 10-K year-end financial statement with the Securities and Exchange Commission. In midday trading on the stock market today , SunEdison stock was down 6% and TerraForm Power stock down 5%. Shares were down a respective 59% and 16% for the year as of Tuesday’s close. TerraForm Power now has until May 16 to either submit the 10-K or a plan to regain compliance, and until Sept. 12 to become compliant or face delisting. The SunEd yieldco blamed its parent for the holdup. “Due to our management services arrangement with SunEdison . . . our financial reporting and control processes rely to a significant extent on SunEdison systems and personnel,” TerraForm Power said in a press release. If there are inefficiencies in SunEdison’s reporting system “it is necessary for us to assess whether those deficiencies could affect our financial reporting,” TerraForm Power wrote. On Feb. 29, SunEdison delayed its 10-K as it finalizes an audit into its liquidity standing. Late last year, former SunEdison executives alleged the firm lied about its liquidity stance. SunEd shook up its executive staff in November 2015, terminating former Executive Vice President Carlos Domenech. At the time, Domenech was also CEO for TerraForm Power and another SunEd yieldco,  TerraForm Global ( GLBL ). SunEdison Chief Financial Officer Brian Wuebbels was immediately tapped to head up the yieldcos. But Wuebbels recently opted to leave his SunEd role to focus entirely on the TerraForm pair. Ilan Daskal will succeed Wuebbels on April 4, SunEdison said. It’s only the most recent in a series of SunEdison shake-ups. Last week, residential installer Vivint Solar ( VSLR ) backed out of a deal to be acquired by SunEdison, saying that, despite cutting its bid in December, SunEd still couldn’t afford to buy it. This month, rumors rumbled that banks financing the M&A had pulled their funding after SunEdison first delayed its 10-K. On Wednesday, SunEdison blamed the twice-delayed 10-K on “material weaknesses in its internal controls over financial reporting,” saying its newly implemented IT systems are deficient. But no material mistakes have been found in the audit thus far, SunEd said.

Vivint Solar Junks Sale To SunEdison Amid Liquidity Questions

Vivint Solar ( VSLR ) junked its sale to  SunEdison ( SUNE ) early Tuesday, only four days after SunEd settled with Latin America Power shareholders for $28.5 million, having terminated the acquisition of that company in October. SunEd shareholders had been leery of the deal, and SunEdison stock rocketed 10% as of early afternoon trading on the stock market today , though it was still holding just barely above 2. The stock is nearly 95% off its 2015 high of 33.45, achieved July 20 — the day the company announced its bid to acquire installer Vivint Solar. Under that agreement, SunEdison had until Feb. 26 to close the deal, and the company had ignored a pair of Vivint Solar notices stating as much, according to an 8-K filed by Vivint Solar early Tuesday. The deal would have been vacated March 18. Legal Overhang Preferred? SunEdison’s financials are seemingly too constrained to close the deal, Vivint Solar wrote. Last week, SunEdison delayed its 10-K filing , citing an ongoing investigation into its liquidity, and suspended a dividend program. Also last week, rumors surfaced that banks backing the Vivint Solar acquisition might pull their funding amid SunEdison’s tenuous financial position. SunEdison representatives declined to comment on Monday and didn’t immediately return an email Tuesday. In its filing, Vivint Solar said, “SunEdison’s representatives subsequently have informed the company that SunEdison is unable to the cause the closing to occur in the foreseeable future.” The company plans to seek all “legal remedies available to it in respect of such willful breach.” The legal overhang is preferable to acquiring Vivint Solar, S&P Global Market Intelligence analyst Angelo Zino told IBD on Monday, before the deal was terminated. Under the original deal, SunEdison is required to pay Vivint Solar a $34 million breakup fee. “I think investors would rather see the deal not close and handle an undisclosed legal settlement fee at some point in the future,” Zino said. But he said it doesn’t behoove Vivint Solar to force SunEdison into a bankruptcy. Hyper-Growth Plan Backfired Like SunEdison shares, Vivint Solar stock has plunged since July 20. Shares jumped 45% that day, but they then fell more than 65% through Monday’s close. Vivint Solar’s fall on Wall Street, and pressure from SunEd activist investor Appaloosa Management, forced SunEdison to cut its bid on Vivint Solar in December. In midday trading Tuesday, Vivint Solar stock was down 21%, just above 4. Vivint has been the No. 2 U.S. residential solar installer, behind SolarCity ( SCTY ). SolarCity stock was up 2% early Tuesday afternoon. “Vivint Solar fundamentals have been deteriorating,” Zino said on Monday. Appaloosa owns 9.5% of SunEd yield company TerraForm Power ( TERP ). SunEdison planned to tap TerraForm Power and fellow yieldco TerraForm Global ( GLBL ) to fund its plan for hyper-growth via acquisitions, Zino said. TerraForm Global filed its IPO less than two weeks after the Vivint Solar bid was announced. Investor sentiment quickly soured on the yieldco model, taking SunEdison stock down with it. “SunEdison had a growth type of mentality, looking to aggressively spend on acquisitions and fund it via these yieldco vehicles,” Zino said. “So once that Vivint Solar transaction was announced, some investors got concerned they were maybe doing too much.” The Vivint Solar purchase was sold to SunEdison investors as a way to complete SunEd’s portfolio, he said. SunEdison planned to drop Vivint Solar’s 922-megawatt rooftop portfolio down to TerraForm Power. Appaloosa tried to prevent that, noting the rooftop assets were embroiled in debt. A judge tossed Appaloosa’s injunction last week — now a moot point, Credit Suisse analyst Patrick Jobin wrote in a research report Tuesday. TerraForm Power stock shot up as much as 15% Tuesday, on the failed Vivint Solar transaction, and was up more than 4%, near 10.65, in early afternoon trading. Before Tuesday, its shares had fallen nearly 70% since July 20. SunEdison Liquidity Questioned The vacated Vivint Solar bid frees SunEdison’s near-term liquidity by $206 million, Jobin wrote. But it also highlights how precarious SunEdison’s liquidity actually is. “Lest we forget, SunEdison has an ongoing board investigation into allegations from former executives that the company misrepresented their liquidity position, and has delayed filing their 10-K,” he wrote. Jobin maintained his neutral position and 3 price target on SunEdison stock. Zino reiterated his hold rating on SunEdison stock. Financially, it no longer makes sense to drop assets down to TerraForm Power and TerraForm Global, Zino told IBD. Like No. 1 and No. 2 solar companies  First Solar ( FSLR ) and SunPower ( SPWR ), SunEdison ought to be selling assets to third-party project developers — the “lifeblood” of the solar industry. “The fact SunEdison hasn’t been able to sell projects here in recent months, it raises a lot of questions for us,” he said. “What does the market actually look like for SunEdison’s projects?” Project developers like Dominion ( D ) buy solar assets, providing up-front capital financing. SunEdison can’t afford to keep large-scale projects on its already tight balance sheet. But the third-party market could be sour on SunEdison’s assets, Zino said. “The third-party market looks good for SunPower and First Solar,” he said. “We haven’t seen any problems on their end selling projects and generating cash. But the pricing environment for SunEdison may not be the same as it is for their competitors.”