In re TerraForm Global, Inc. Securities Litigation

Frequently Asked Questions

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1. Why did I get this Supplemental Notice?

You are being sent this Supplemental Notice because you or someone in your family or someone on your behalf timely submitted a claim to participate in the Settlement and either the Claims Administrator has deemed your claim to be valid or there is a deficiency in your claim that can be cured by the submission of additional information. If your claim has a deficiency, the Claims Administrator will contact you if the Settlement is approved by the Court.

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2. What does this Supplemental Notice provide?

This Supplemental Notice describes the modifications made to the Settlement as a consequence of the Settlement Modification Agreement, the facts, circumstances, and disputes that gave rise to the Settlement Modification Agreement, the possible consequences of not having reached an agreement concerning modifications to the Settlement and/or the Settlement, as modified, not being approved, the date of the Court hearing regarding the fairness of the Settlement, and what actions you may take. Because you already submitted a claim, you do not need to take any further action unless you are contacted by the Claims Administrator.

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3. What are the allegations in this Settlement?

The Action involves allegations that Defendants violated certain federal securities laws by making misrepresentations or omissions of material fact in the Registration Statement filed with the U.S. Securities and Exchange Commission in connection with TerraForm Global, Inc.’s IPO of common stock. The Consolidated Second Amended Class Action Complaint alleges that the misstatements or omissions, primarily concerning the finances of TerraForm Global, Inc.’s sponsor SunEdison, Inc., caused the Settlement Class to suffer losses after the truth was revealed.

Defendants have denied and continue to deny each, any and all allegations of wrongdoing, fault, liability or damage whatsoever asserted in the Action. The Settlement shall in no event be construed as, or deemed to be evidence of, liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on the part of any of the Released Parties, or of any infirmity of any defense, or of any damages to the Plaintiffs or any other Settlement Class Member. The Settlement resolves all of the claims in the Action, as well as certain other claims or potential claims, whether known or unknown.

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4. How can I update my address?

All requests to update your information must be received in writing. Please send a letter including your full name, current and former mailing address with the specific request to update your mailing address to:

In re TerraForm Global, Inc. Securities Litigation P.O. Box 10539 Dublin, Ohio 43017-4539

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5. How do I participate in the Settlement?

To qualify for a payment, you must have submitted a timely and valid Proof of Claim Form.

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6. How do I object to the Settlement?

You can tell the Court you do not agree with the Settlement, any part of the Settlement, Plaintiffs’ Counsel’s motion for attorneys’ fees and expenses and application for an Award to Plaintiffs, and that you think the Court should not approve the Settlement, by mailing a letter (and any other papers or briefs) stating that you object to the Settlement in the matter of In re TerraForm Global, Inc. Securities Litigation, 1:16-cv-07967-PKC (S.D.N.Y.).

Be sure to include:

  1. your name, address, and telephone number,
  2. a list of all purchases and sales of TerraForm Global, Inc. common stock in order to show membership in the Settlement Class, and a copy of the timely Proof of Claim submitted to the Claims Administrator,
  3. all grounds for the objection, including any legal and evidentiary support known to you or your counsel,
  4. the name, address and telephone number of all counsel, if any, who represent you, including your former or current counsel who may be entitled to compensation in connection with the objection, and
  5. the number of times you and/or your counsel has filed, authorized or approved an objection to a class action settlement in the last five years, the nature of each such objection in each case, the jurisdiction in each case, and the name of the issuer of the security or seller of the product or service at issue in each case.

Be sure to serve copies of any objections, papers and briefs to each of the following addresses, to be received no later than February 4, 2020:

CLERK OF THE COURT United States District Court Southern District of New York 500 Pearl Street New York, NY 10007 PLAINTIFFS’ COUNSEL: Jack G. Fruchter ABRAHAM, FRUCHTER & TWERSKY, LLP One Penn Plaza, Suite 2805 New York, NY 10119
COUNSEL FOR DEFENDANT TERRAFORM GLOBAL, INC.: Michael G. Bongiorno WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 COUNSEL FOR DEFENDANTS AHMAD CHATILA, JEREMY AVENIER, MARTIN TRUONG, AND BRIAN WEUBBELS: Sara B. Brody SIDLEY AUSTIN LLP 555 California Street, Suite 2000 San Francisco, California 94104

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7. How do I exclude myself from the Settlement?

The time to exclude yourself from the Settlement Class has passed. To exclude yourself from the Settlement, you must have submitted a written request for exclusion from the Settlement Class so that it was received by March 27, 2018.

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8. What happens if I do nothing?

If you have already submitted a claim, which is deemed to be valid, you do not need to take any further action. If your submitted claim has a deficiency that needs to be cured by the submission of additional information, the Claims Administrator will notify you if the Settlement is approved by the Court. If you did not submit a claim form, you will not receive a payment from the Settlement. However, unless you excluded yourself from the Class, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants or the Released Parties about the Released Claims (as defined in the Settlement Stipulation) ever again.

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9. What is the difference between opting out and objecting?

You object to the Settlement when you wish to remain a Class Member and be subject to the Settlement, but disagree with some aspect of the Settlement. An objection allows your views to be heard in Court, however an objection still allows you to participate in the Settlement.

In contrast, excluding yourself from the proposed Settlement means that you are no longer part of the proposed Settlement and don’t want the Settlement to apply to you even if the Court finally approves it. Once excluded from the proposed Settlement, you lose any right to receive a cash payment from the Settlement or to object to any aspect of the Settlement because the case no longer affects you.

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10. What can I expect to receive under the proposed Settlement?

The proposed Settlement provides for certain Defendants and their insurers to pay forty-eight million seven hundred fifty thousand dollars ($48,750,000) into a Settlement Fund. The Settlement is subject to Court approval. Also, subject to the Court’s approval, a portion of the Settlement Fund will be used to pay attorneys’ fees and reimbursement of reasonable litigation expenses to Plaintiffs’ Counsel, and any Award to Plaintiffs. A portion of the Settlement Fund also will be used to pay taxes due on interest earned by the Settlement Fund, if necessary, and the costs of the claims administration, including the costs of printing and mailing the Notice, the Supplemental Notice and the costs of publishing notice.

After deductions from the Settlement Fund have been made, the amount remaining (the “Net Settlement Fund”) will be distributed to Settlement Class Members who submit timely, valid claims, according to the Plan of Allocation to be approved by the Court.

Your share of the Net Settlement Fund will or may depend on:

  1. the number of valid claims filed and the amounts of those claims;
  2. the dates you purchased and sold TerraForm Global, Inc. common stock;
  3. the prices of your purchases and sales; and
  4. the number of shares of TerraForm Global, Inc. Common Stock you purchased.

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11. What tax implications will I have if I receive a payment?

The tax implications and reporting of the payments made to authorized claimants vary between individuals and account types, and we are not able to assist or advise, as this would constitute giving legal advice. Please consult a tax professional for questions about tax implications and reporting.

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12. How can I get a payment?

To qualify for a payment, you must have submitted a timely and valid Proof of Claim form.

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13. When would I get a payment?

At this time it is not yet possible to provide an estimate as to when any payments would be received.

Settlement payments cannot be distributed until after the Court approves the Settlement. Please know however that there may still be appeals if the Settlement is approved and it is always uncertain if and when those appeals would be resolved and resolving them can take time, perhaps more than a year.

Please note that even if no appeals are filed it will take time for the Settlement Administrator to process all of the Claim Forms received and determine the ultimate distribution amounts.

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14. When and where will the Court decide whether or not to approve the Settlement?

The Court will hold a Settlement Hearing on February 25, 2020, at 11:00 a.m., at the United States District Court, Southern District of New York, 500 Pearl; Street, Courtroom 11D, New York, New York 10007.

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15. Who is Class Counsel?

The Court appointed Abraham, Fruchter & Twersky, LLP as Lead Counsel to represent you and the other Settlement Class Members. There are also additional counsel for Plaintiffs who have worked on the case. You will not be directly charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

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16. How will Class Counsel be paid?

Plaintiffs’ Lead Counsel, Abraham, Fruchter & Twersky, LLP, will file a motion asking the Court at the Settlement Hearing to make an award of attorneys’ fees, on behalf of all Plaintiffs’ Counsel, in an amount not to exceed 25% of the Settlement Amount ($12,187,500). At the same time, Lead Counsel also intends to apply to the Court for reimbursement of litigation expenses paid or incurred of no more than $475,000 and may apply for an Award to Plaintiffs collectively not to exceed $15,000 for the reasonable costs and expenses incurred by Plaintiffs directly related to their representation of the Settlement Class. The attorneys’ fees and reimbursement of expenses requested will be the only payment to Plaintiffs’ Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. Settlement Class Members are not personally responsible for any such fees or expenses. The Court determines what counsel should receive from the Settlement Fund for fees and reimbursement of expenses and Award to Plaintiffs, and may award less than the amounts requested.

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17. Do I have to come to the hearing?

No. Plaintiffs’ Counsel will answer any questions the Court may have. However, you are welcome to attend at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mail your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary to do so.

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18. How do I know if I am affected by the Settlement?

The Settlement Class consists of those persons who purchased or otherwise acquired the common stock of TerraForm Global, Inc. pursuant to or traceable to the IPO and were damaged thereby, except for the exceptions from the Settlement Class.

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19. Who is excluded from the class?

Excluded from the Settlement Class are:

  1. Defendants and their respective successors and assigns;
  2. Past and current officers and Directors of TerraForm Global, Inc., SunEdison, Inc. and the Underwriter Defendants;
  3. Blood relatives and household members of any Individual Defendant;
  4. The legal representatives, heirs, successors or assigns of the Individual Defendants;
  5. Any entity in which any of the above excluded Persons have or have had a majority ownership interest;
  6. Opt-Outs, i.e., those Persons who timely and validly request exclusion from the Settlement Class;
  7. Persons who have no compensable damages; and
  8. All current or former TerraForm Global shareholders who had litigation pending against TerraForm Global in the SunEdison Action as of October 31, 2017, including but not limited to the Individual Actions, as defined in the Stipulation.

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20. What are the eligible CUSIPs/Ticker symbol?

CUSIP: 88104m101


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21. I had securities that were transferred from one account to another or that were gifted to me, what documentation do I need to provide?

Eligible claimants will need three pieces of documentation for each gifted or otherwise transferred share transaction:

  1. The broker’s statement or trade confirmation slip showing securities that were purchased, including purchase details requested on the claim form;
  2. The broker’s statement showing those securities being transferred from this account; and
  3. The broker’s statement showing those shares being transferred into the new account.

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22. What if I held stock as a broker or nominee for a Beneficial Owner?

You are being mailed a Supplemental Notice addressed to each Beneficial Owner on whose behalf you submitted a timely claim. You should deliver that Supplemental Notice to the Beneficial Owner.

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23. When is the Claim Form Deadline?

The deadline to file a claim was April 13, 2018.

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24. What are acceptable forms of supporting documentation?

Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Documentation is needed to support each transaction. Stock certificates may be used to support the amount of shares held at the beginning or end of the class period, but they are not evidence for when and at what price the shares were purchased.

If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. If you cannot locate your supporting documentation and copies are not available, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.

You may be required to provide independent supporting documentation to verify your claim. If you need to submit additional documentation, you will be contacted by the Claims Administrator.

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For more complete information, you may view the Notice and Supplemental Notice available on this website.