In re TerraForm Global, Inc. Securities Litigation


www.TerraFormGlobalLitigationSettlement.com


Frequently Asked Questions

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1. Why did I get this Notice?

You or someone in your family may have acquired TerraForm Global, Inc. common stock. The package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

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2. 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, 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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3. 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 c/o GCG P.O. Box 10539 Dublin, Ohio 43017-4539

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4. Why did I receive more than one notice?

You may have received multiple Notices for different reasons:

Your name and account title may have been provided to us from more than one broker, nominee or other financial institution. So, if your eligible securities are all held in one account then you may disregard the duplicative notices.

If your eligible securities are held in multiple types of accounts like an IRA, individual investor, trust account or joint account, then a notice may correspond to each of those accounts.

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5. How do I participate in the Settlement?

To qualify for a payment, you must send in a Proof of Claim form, included with the Notice that was sent to you. You may also obtain a Proof of Claim Form online at www.TerraFormGlobalLitigationSettlement.com. Read the instructions carefully, fill out the form, sign it in the location indicated, and mail with all documentation requested in the form, postmarked no later than April 13, 2018, to:

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

The Claims Administrator will process your claim and determine whether you are an Authorized Claimant.

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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 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,
  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 March 30, 2018:

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, Esq. 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
COUNSEL FOR THE UNDERWRITER DEFENDANTS: Adam S. Hakki Daniel C. Lewis SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY 10022-6069 COUNSEL FOR DEFENDANT CARLOS DOMENECH ZORNOZA: Kevin J. O’Connor HINCKLEY ALLEN & SNYDER LLP 28 State Street Boston, MA 02109

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7. How do I exclude myself from the Settlement?

To exclude yourself from the Settlement, you must mail a letter that:

  1. clearly indicates your name, address, phone number and e-mail contact information (if any) and states that you “request to be excluded from the Settlement Class in In re TerraForm Global, Inc. Securities Litigation, 1:16-cv-07967-PKC (S.D.N.Y.),”
  2. states the date, number of shares and dollar amount of each TerraForm Global, Inc. common stock purchase or acquisition and any sale transactions, and
  3. states the number of shares of TerraForm Global, Inc. common stock held by you as of the date of the submission of your exclusion request.

In order to be valid, such request for exclusion must be submitted with documentary proof:

  1. of each purchase and, if applicable, sale transaction of TerraForm Global, Inc. common stock and
  2. demonstrating your status as a beneficial owner of the TerraForm Global, Inc. common stock. Any such request for exclusion must be signed and submitted by you, as the beneficial owner, under penalty of perjury. You must mail your exclusion request, to be received no later than March 27, 2018, to the Claims Administrator at the following address:

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

You cannot exclude yourself by telephone or by e-mail.

If you properly exclude yourself, you will not receive a payment from the Net Settlement Fund, you cannot object to the Settlement, and you will not be legally bound by the judgment in this case.

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8. What happens if I do nothing?

If you do nothing, you will not receive a payment from the Settlement. However, unless you exclude yourself, 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. If I exclude myself, can I receive money from the Class Action Settlement?

No. If you exclude yourself, do not send in a Proof of Claim, as you will no longer be eligible to receive money from the Class Action Settlement.

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

The proposed Settlement provides for certain Defendants and their insurers to pay fifty-seven million dollars ($57,000,000) 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 with interest 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 and the costs of publishing.

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;
  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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12. 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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13. How can I get a payment?

To qualify for a payment, you must send in a Proof of Claim form, included with the Notice that was sent to you. You may also obtain a Proof of Claim Form online at www.TerraFormGlobalLitigationSettlement.com. Read the instructions carefully, fill out the form, sign it in the location indicated, and mail with all documentation requested in the form, postmarked no later than April 13, 2018, to:

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

The Claims Administrator will process your claim and determine whether you are an Authorized Claimant.

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

The Court will hold a Settlement Hearing on April 27, 2018, at 2:30p.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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16. 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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17. 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% plus interest of the Settlement Amount ($14,250,000). Lead Counsel has fee-sharing agreements with the other Plaintiffs’ Counsel firms, Robbins Arroyo, LLP and Glancy Prongay & Murray LLP which provide that Lead Counsel will compensate these firms from the attorneys’ fees that Lead Counsel receives in the Action in amounts commensurate with those firms’ efforts in this litigation. At the same time, Lead Counsel also intends to apply to the Court for reimbursement of litigation expenses of no more than $350,000 and 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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18. 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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19. 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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20. Who is excluded from the class?

Excluded from the Settlement Class are:

  1. Opt-Outs, i.e., those Persons who timely and validly request exclusion from the Settlement Class,
  2. Defendants and their respective successors and assigns;
  3. Past and current officers and Directors of TerraForm Global, Inc., SunEdison, and the Underwriter Defendants;
  4. Blood relatives and household members of any Individual Defendant;
  5. The legal representatives, heirs, successors or assigns of the Individual Defendants;
  6. Any entity in which any of the above excluded Persons have or have had a majority ownership interest; and
  7. Persons who have no compensable damages.

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21. What are the eligible CUSIPs/Ticker symbol?

CUSIP: 88104m101

Ticker: GLBL (NASDAQ)

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22. 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 within the Class Period:

  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
  3. The broker’s statement showing those shares being transferred into the new account.

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23. I received a Notice on behalf of a deceased individual. Can I file a claim?

If you received a notice on behalf of a deceased eligible class member and wish to receive a settlement benefit on their behalf, please provide documentation supporting the class member’s deceased status as well as beneficiary or estate documentation to identify the beneficiaries of the deceased claimant.

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

The Court has ordered that if you held any TerraForm Global, Inc. common stock purchased in or traceable to TerraForm Global, Inc.l’s IPO, as nominee for a beneficial owner, then, within ten (10) days after you receive the Notice, you must either:

  1. send a copy of the Notice by first-class mail to all such Persons; or
  2. provide a list of the names and addresses of such Persons to the Claims Administrator:

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

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for reasonable administrative costs actually incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.

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26. 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. Include documentation 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 how much 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. In the case that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.

We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.

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