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LIGHT S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 03.378.521/0001-75
Company Registry (NIRE) 33.3.0026316-1
Publicly-held company
MATERIAL FACT
Light S.A. (“Company” or “Light”), in compliance with the Brazilian Securities and Exchange
Commission (CVM) Rule 358, of January 3, 2002, hereby announces to its shareholders and
the market in general that Renova Energia S.A., company in which Light Energia S.A.,
closely-held and wholly-owned subsidiary of the Company, is a participant in the controlling
block, released the following Material Fact:
“In compliance with CVM Instruction 358/2002 as amended, Renova Energia S.A. (RNEW11)
(‘Renova’, or ‘the Company’), Brazil’s largest renewable generating electrical power company,
in terms of volume, hereby informs its stockholders and the market in general as follows:
As of today, a Securities Contribution Agreement (‘the Agreement”) was executed between
Renova, SE Emerging Markets Yield, Inc. (“TerraForm Global”) and SunEdison Inc.
(“SunEdison”) whereby the Company will contribute determined operating assets of Renova to
the capital of TerraForm Global.
The Agreement, subject to precedent conditions, stablishes that Renova will contribute the
assets relating to the projects of Espra (three small hydroelectric plants, contracted under
Proinfa – program to incentive alternative sources, with 41.8 MW of installed capacity ),
Salvador (nine wind farms sold in the LER 2009 – Reserve Supply Auction, with 195.2 of
installed capacity), and Bahia (five windfarms sold in the LER 2009, with 99.2 MW of installed
capacity) f for the total value of R$1,613,000,000.00 (one billion, six hundred and thirteen
million reais) in accordance with the Agreement, and Renova will have the right to choose, at
its sole discretion, if such amount will be payed by Terraform Global in cash or in Terraform
Global´ shares.
As of today, a memorandum of understandings between Renova, Terraform Global and
Sunedison was executed (“MoU”), whereby the Company will have a period to evaluate and to
negotiate the contribution of other operating and non-operating assets and projects for future
development of the Company, as well as rights and obligations that the Company deems
appropriate to manage the potential long-term relationship between the Company, TerraForm
Global and SunEdison.
Except for the usual binding obligations in such documents, the execution of the operations
that is described and regulated in this MoU is subject to corporate governance approval or
ratification, as applicable.
After the completion of the Agreement and the MoU, Renova believes it will increase the
Company´s competitiveness due to a more efficient capital structure, with access to a more
attractive cost of capital, new options for financing, and the equalization of the equity´s need
to development the projects already contracted, and for new projects to be contracted.
The transaction is subject to conditions precedent, among which are the initial public offering
of TerraForm Global shares and obtaining of consent from third parties and regulatory
approvals, including approval by CADE, ANEEL and Eletrobrás.
The Company appoints that the documents are preliminary and the final ones will be
concluded in the coming weeks.
About SunEdison
SunEdison is the world’s largest renewable energy development company. It is listed on the
New York Stock Exchange and is in the Fortune 1000. The company manufactures solar
technology and develops, finances, installs, owns and operates wind and solar power plants,
delivering predictably priced electricity to its residential, commercial, government and utility
customers.
SunEdison has 55 years’ experience, more than 6,500 employees and more than 1,000 plants
connected to electricity grids. Its grid-connected solar capacity totals 2.4 GW, and its off-grid
solar capacity is 3.6GW. It is present in more than 25 countries, on the five continents.
SunEdison is the controlling stockholder of Terraform Global, TerraForm Power and
SunEdison Semiconductor.
About TerraForm Global
TerraForm Global is a globally diversified, dividend growth-oriented company formed to own
and operate contracted clean power generation assets in attractive, high-growth emerging
markets. Our business objective is to acquire, from SunEdison and unaffiliated third parties,
clean energy generation assets that produce high-quality, long-term, contracted cash flows,
primarily by serving utility and commercial customers with strong credit ratings.
Terraform Global initial portfolio consists of solar projects located in China, India, Uruguay,
Malaysia, Thailand and South Africa, wind projects located in Brazil, China and South Africa,
and hydro-electric projects located in Brazil and Peru. Supported by long-term power
purchase agreements, or “PPAs,” with creditworthy counterparties.
Any questions about the transaction may be obtained from the Company.”
Any important developments regarding the transaction will be immediately disclosed to the
market, pursuant to CVM Instruction 358/02 and the prevailing legislation.
Rio de Janeiro, May 7, 2015.
João Batista Zolini Carneiro
Chief Financial and Investor Relations Officer