TerraForm Power, Inc. (TERP)

[zendoc1love 45]

I looked at the court  calendar for the court of Chancery:

http://courts.delaware.gov/calendars/download.aspx?ID=46028

Today was a hearing.  There are no opinions or orders from case # CA#11898-CB.

This is the case. Appaloosa v Sune.

You can check to see what has come of the case at:

http://courts.delaware.gov/opinions/List.aspx?ag=Court+of+Chancery

I wonder if this was a preliminary hearing to get immediate injunctive relief while the case is further looked over. 

There is nothing further on the docket this week for Appaloosa v Sune.

Not really happy with the action today.

Best to all

 

[odyd 1,293]

SCTY, VSLR went down big time, next was SUNE and TERP and GLBL.  The one reason why Tepper is suing is not to get into residential solar, it seems that chaos created in Nevada, now state utility being sued by 15K customer coalition shows the weakness of the segment.

TERP does not have any residential solar, the fight is on, still the market like a bubbly idiot, is selling all three stocks. Then you got 8P3 selling when FSLR gets 500MW job.

What a disconnection, with oil measuring yieldco. How one argues validity of the thesis here?

I am wondering about Tepper wanting compensation for the deal, but clearly if he gets it, everyone is entitled, laws apply equally. So I think this is not realistic. There could be other concessions offered as seat on the BOD or maybe management position for someone trusted by him. I think his actions to prevent us from having residential solar got their proof of value today. Too bad that nothing firm came out from the hearing.

On Dec 1 when first letter became public 32M shares traded and stock went up from 6.90 to 9.15,

We are living in the price ranges induced by softness in other places on the map, I am not happy but every stock in the space hurts.

[saush11 38]

Thanks Odyd. Can't understand anything. Not sure what GLBL has to do with any of this.

[odyd 1,293]

Saush, I doubt there is anything to be understood.  I get the part about Nevada, it makes everyone think about other states etc and growth of rooftop solar, however TERP is not that company, nor GLBL.

Dummies from SUNE had it made and they needed to deal in Vivint, residential solar, struggle every quarter from SolarCity trying to glue a story of great future with massive losses. Now what, falling apart going against logic, shareholders, analysts, everyone has given up on Vivint as value, yet they still want it.

People who are seen as irrational cause problems for everyone. This is why GLBL and TERP are suffering. If TERP is not excluded from Vivint transaction and judge does not stop it, then TERP will survive, but I doubt SUNE will. I think we will be for a lot of turmoil.

[zendoc1love 45]

I agree with other potential concessions for Tepper.

Will this turn into a full trial or will we hear something in the next day or two?

 

[odyd 1,293]

The trial situation is involving a transaction, which is about to complete. The order needs to be given to enjoin the transaction, otherwise they will proceed with it. There was a date of Jan 29th at one point, but I doubt this applies any more to consummate.

If SUNE closes it, the only thing left is a matter of arguing compensation. I guess that clause may put fear of God into SUNE not to rush into it. Still, who knows who thinks they are powerful enough to act as nothing matters. SUNE against all, could just go fort it looking for money from Blackstone, who does not want anything to do with Vivint.

 

[kknd1234 92]

20 hours ago, odyd said:

Here's how David Tepper's lawsuit could really screw up Wall Street's nightmare stock

http://finance.yahoo.com/news/heres-david-teppers-lawsuit-could-202309690.html

[Jetmoney 23]

According to the article:

"As the Vivint deal stands now, when it's done TerraForm Power will have to buy $922 million worth of Vivint assets, in what's called a take-or-pay agreement, and take on $960 million of its debt.

Tepper, who has a stake in TerraForm Power but not SunEdison, is trying to get an injunction to stop this portion of the deal."

How did TERP get into this "take-or-pay" agreement in the first place?  Was it forced onto them from SUNE?

I really hope Tepper can get this injunction.  It would be great for TERP.  The stock will skyrocket (maybe a double from here).  But we have to wait until Feb 16.  Well, that is only a hearing.  Maybe SUNE can drop the deal before then.  That would be great.

[zendoc1love 45]

By Feb 16th some sort of arrangement should be made I would think.  SUNE sinking and bad ruling would lead to their demise.

why hasn't SUNE figured this out yet?

Unless SUNE wants to go down swinging.

[odyd 1,293]

3 hours ago, Jetmoney said:

According to the article:

"As the Vivint deal stands now, when it's done TerraForm Power will have to buy $922 million worth of Vivint assets, in what's called a take-or-pay agreement, and take on $960 million of its debt.

Tepper, who has a stake in TerraForm Power but not SunEdison, is trying to get an injunction to stop this portion of the deal."

How did TERP get into this "take-or-pay" agreement in the first place?  Was it forced onto them from SUNE?

I really hope Tepper can get this injunction.  It would be great for TERP.  The stock will skyrocket (maybe a double from here).  But we have to wait until Feb 16.  Well, that is only a hearing.  Maybe SUNE can drop the deal before then.  That would be great.

The number is not accurate I think it is $799M, and TERP agreed to take them even if they did not have financing. I am not sure that article is that accurate in this matter.

[odyd 1,293]

2 hours ago, zendoc1love said:

By Feb 16th some sort of arrangement should be made I would think.  SUNE sinking and bad ruling would lead to their demise.

why hasn't SUNE figured this out yet?

Unless SUNE wants to go down swinging.

If TERP was off the transaction SUNE would end. Still do not know why SUNE insist to end itself.

[disdaniel 54]

the article also got the VSLR buyout price wrong.  The offer was for ~2.2B, which was later reduced by ~$300M to ~$1.9B.

Somehow I don't think that was their top reporter on that piece...

[odyd 1,293]

Interesting that BoA is serving as administrative and collateral agent to transaction between TERP and Vivint assets. Wonder if they downgraded the stock to pressure Tepper holdings.... Sounds crazy but I am not surprised.

[odyd 1,293]

Reading the TERP agreement this is part of it

"CONDITIONS PRECEDENT

Section 7.01 Conditions to the Obligations of Each Party. The respective obligation of each party to consummate and cause the consummation of the transactions contemplated herein are subject to the satisfaction or waiver by Seller and Purchaser on or prior to the Closing of the following conditions:

(a) No Injunctions or Restraints. No (i) temporary restraining order or preliminary or permanent injunction or other order, in each case, by any court of competent jurisdiction preventing, prohibiting, restraining, enjoining or rendering illegal the consummation of the Merger shall have been issued and be continuing in effect or (ii) applicable law of a Governmental Authority of competent jurisdiction shall be in in effect prohibiting or rendering illegal the consummation of the Merger or the other transactions contemplated by this Agreement."

Does this means in case of injunction, TERP can sign a waiver and allow to consummate the transaction?

[odyd 1,293]

Corporate shuffle. Francisco "Pancho" Perez Gundin, Executive Vice President and Chief Operating Officer of TerraForm Power is gone from Terra and SunEdison, people talked a lot about him.

[odyd 1,293]

there is Bloomberg note on it. Wonder why? This was day after the Tepper filing, he could be named in the lawsuit.

http://www.bloomberg.com/news/articles/2016-01-21/sunedison-operating-chief-gundin-departs-effective-immediately?cmpid=yhoo.headline

[saush11 38]

59 minutes ago, odyd said:

Corporate shuffle. Francisco "Pancho" Perez Gundin, Executive Vice President and Chief Operating Officer of TerraForm Power is gone from Terra and SunEdison, people talked a lot about him.

Odyd,

Is this the reason for a change in the color today for GLBL and TERP? Or is it just the market?

Thanks

[solarpete 28]

1 hour ago, odyd said:

Corporate shuffle. Francisco "Pancho" Perez Gundin, Executive Vice President and Chief Operating Officer of TerraForm Power is gone from Terra and SunEdison, people talked a lot about him.

Sorry, but I'm out of the loop on Gundin.  What were people saying?  Was he perceived to be a part of making the Vivint deal happen?  So his leaving is a sign the deal might be off?

[SolarRoof 63]

Just saw that JKS signed a 1GW U.S. supply deal.  I can't figure out how to post links as cutting and pasting no longer works. 

[zendoc1love 45]

 I don't think his leaving is the reason for the price share increase today. We were due for the day. If you look at it, however, there is not much volume so not much conviction at this point. When we get something definitive from this injunction the volume will be huge.  

His leaving is a good sign, imo that Tepper is catalyzing some changes.  

SUNE is horrible lately about informing investors.  

[odyd 1,293]

Just saw that JKS signed a 1GW U.S. supply deal.  I can't figure out how to post links as cutting and pasting no longer works. 

It works fine, not sure what you mean, but this is not the thread to post jks.

[Scsnospam 117]

I am confused about the COO leaving TERP. Some reports say he was the one protesting board changes that SUNE was trying to make. If he is being forced out, doesnt that mean SUNE is getting the upper hand? = not good news for TERP? 

maybe better news for SUNE?

[disdaniel 54]

It is SUNE's COO that is the one leaving--but he did resign from TERPs board in Nov.

Possibly good news for SUNE, but could also be viewed as the rats abandoning the ship...

[Scsnospam 117]

All the more reason. If as a SUNE insider he is being forced out, that means SUNE CEO et al are getting more control over TERP/GLBL. Why would the market take this as a positive for any of these companies?

[odyd 1,293]

It is SUNE's COO that is the one leaving--but he did resign from TERPs board in Nov.

Possibly good news for SUNE, but could also be viewed as the rats abandoning the ship...

He functioned in TERP as well, hence both companies released sec filling.