Vivint Solar to seek damages from SunEdison merger breach


Vivint Solar commenced an action in the Court of Chancery of the State of Delaware suing SunEdison Inc. over its willful breach of the merger agreement between Vivint Solar and SunEdison.

Among other things, Vivint Solar is seeking damages for the benefits its stockholders expected in connection with the transaction.

Gregory Butterfield, President and CEO of Vivint Solar stated "SunEdison has willfully breached its obligations under the merger agreement and we intend to pursue Vivint Solar's remedies vigorously."

Vivint Solar is a provider of distributed solar energy systems — electricity generated by a solar energy system installed at a customer's location — to residential customers in the United States.

Vivint Solar delivered a letter to SunEdison Inc. late March 7 notifying it that, as a result of SunEdison's failure to meet its obligations under the merger agreement pursuant to which the Vivint was to be acquired by SunEdison, Vivint Solar has terminated the agreement.

Vivint Solar is a provider of distributed solar power systems — electricity generated by a solar energy system installed at a customer's location — to residential customers in the United States.

In July 2015, SunEdison and Vivint signed a merger agreement pursuant under which SunEdison will buy Vivint Solar for about $2.2 billion, payable in a combination of cash, shares of common stock and convertible notes.

As part of the deal, SunEdison was to buy Vivint's 523 MW rooftop solar portfolio for some $922 million in cash.

Also, the Vivint management team was to join SunEdison. SunEdison's existing RSC development business and the Vivint Solar team were supposed to have been merged as a condition of the deal.

March 1, SunEdison said it was delaying the 2015 annual earnings report while investigating questions about its financial position.

The Missouri-based solar and wind farm producer notified the U.S. Securities and Exchange Commission on Monday that it could not yet complete or release the annual report for the year ending Dec. 31.

The reason, SunEdison confirmed, was due to “ongoing inquiries and investigations by the audit committee of the company’s board of directors...”

In late 2015 the audit committee started an internal probe after former company executives alleged that previously disclosed financial records may be inaccurate.

SunEdison’s last public reporting on financial returns was on November 9, when third-quarter results showed a net loss of $284 million. The nine-month toll was $919 million, down from the $939 million net loss during the same period of 2014.

At the same time, the company reported that it delivered a record 640 MW in renewables and had 2.9 GW worth of projects under construction, both significant increases year over year. SunEdison develops, finances, builds and sells solar and wind power plants.

Originally a spinoff of Monsanto Corp. engaged in silicon-wafer construction, SunEdison made its big move into solar power technologies about 10 years ago.

SunEdison went public in 2013.

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