A Fair Deal for TerraForm

A long-awaited new day has finally dawned for TerraForm Power (NASDAQ: TERP), the renewable power yieldco orphaned by the bankruptcy of former sponsor SunEdison.

On March 7, the company announced a deal to sell a controlling stake and sponsorship rights to Brookfield Renewable Partners (NYSE: BEP). BEP is affiliated with Brookfield Asset Management (NYSE: BAM), the Toronto-based investments giant.

TERP shareholders will receive a special dividend of $1.94 per share and a choice between an additional cash payout of $9.52 and one new TERP share in the restructured company, subject to proration.

The total number of shares outstanding will be diluted by less than 5% in this deal, as a sweetener to SunEdison and its creditors for their claims and rights.

That being the case, I’m expecting most shareholders to choose equity over cash, as you should. If everyone were to do so each current TERP shareholder would get a payout of approximately $4.06 (including the special dividend) while retaining some 77% of the shares currently owned.

If everyone were to request cash, each current share would be exchanged for $6.44 in cash (including the special dividend) and 0.53 shares in the restructured company.

The deal gives TerraForm a sponsor with resources far greater than SunEdison’s at its zenith, one committed to growing the portfolio as its prime vehicle for North American renewable energy projects.

Subject to the (highly probable) deal closing late in the year, Brookfield has given TerraForm a $500 million credit line to finance acquisitions, along with a right of first offer on a 3,500-megawatt pipeline of operating and development-stage renewable projects. That compares with some 2,600 megawatts remaining in TERP’s portfolio following the recent sale of UK assets.

That still doesn’t guarantee a happy ending. Elevated interest costs and other factors attributed to the SunEdison bankruptcy will leave cash available for distribution this year near $120 million, at the low end of management’s prior forecast. That’s expected to increase to $140 million next year solely as a result of lower interest payments. If TerraForm were to pay out $120 million of that in the course of 2018 that would work out to 80 cents per share. That’s a 6.4% prospective yield based on the current share price and 8.4% based on the deal price of 9.52 per share excluding the special dividend.

That’s broadly in line with yields of 6% to 8% offered by other yieldcos, and I believe there is upside to my estimated distribution for 2018 as TerraForm puts the SunEdison nightmare and related costs behind it and begins growing its portfolio once more.

The Brookfield executive participating in the conference call after the deal announcement said all the right things, affirming a strong commitment to growing the portfolio as well as the distribution. Brookfield will, of course, collect a quarterly management fee for its troubles. But that’s standard in the industry, whereas affiliation with a key renewable energy player (and the one with the fattest wallet) should prove particularly valuable to TerraForm in its current state.

We’re upgrading Aggressive pick TERP to a Buy below $13.

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