SunEdison filed with the U.S. Bankruptcy Court a motion for an (i) an order (a) approving bidding procedures for the sale of equity interests in certain project companies; (b) establishing notice procedures and approving the form and manner of notice thereof; (c) scheduling a sale hearing and (d) granting related relief, including authorizing and approving the entry of seller SunE MN Development into a purchase and sale agreement with stalking horse purchaser SoCore MN Acquisition and (ii) an order (a) approving the sale of the equity interests free and clear of all liens, claims, encumbrances and other interests; (b) approving the PSA releases and Ecoplexus Settlement and (c) granting related relief.
The motion explains, “The Stalking Horse Agreement contemplates the sale of the Equity Interests in the companies that own the Minnesota Projects (the ‘Project Companies’) to the Stalking Horse Buyer for a total of $79,804,159, subject to certain adjustments….In connection with the Stalking Horse Agreement, the Debtors seek approval of that certain Settlement Agreement by and between Ecoplexus and Sun Edison LLC, dated August 10, 2016 (the ‘Ecoplexus Settlement Agreement’).”
The motion continues, “After extensive arm’s-length negotiations, the Seller and the Stalking Horse Buyer executed the Stalking Horse Agreement, just prior to the Seller’s bankruptcy filing. Critical to the Stalking Horse Buyer’s agreement to enter the Stalking Horse Agreement, the Seller has agreed to pay the Stalking Horse Buyer, in accordance with Section 8.3.1 of the PSA: (a) documented actual, reasonable out-of-pocket costs and expenses (including fees and expenses of counsel) incurred by Buyer or its Affiliates (other than Seller) in connection with the negotiation, documentation and implementation of the PSA and the transactions and all proceedings incident thereto and appeals therefrom, up to a maximum amount of $1,250,000 (the ‘Expense Reimbursement’) and (b) a break-up fee of up to 2.6% of the Purchase Price or $2,100,000, subject to reduction to $1,525,000 in the event that 6 projects on properties where interim land use permits have been issued, but conditional land use permits have not been issued (such projects, the ‘IUP Projects’), are no longer subject to exclusivity (the ‘Breakup Fee,’ and together with the Expense Reimbursement, the ‘Bid Protections’).”
The Court scheduled an August 18, 2016 hearing to consider the motion. Read more SunEdison bankruptcy news.
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