SunEdison Announces Pricing of $725 Million of Second Lien Secured Term Loans and entry into Exchange Transactions, Resulting in $738 Million Reduction of Debt

MARYLAND HEIGHTS, Mo., Jan. 7, 2016

The Second Lien Facilities will be comprised of $500 million of A1 loans, and $225 million of A2 loans, each of which will bear interest at a rate of LIBOR + 10.0% per annum and will mature on July 2, 2018.  Lenders under the A1 portion of the facilities will receive warrants exercisable at any time for an aggregate of 19.8 million shares of common stock, and lenders under the A2 portion of the facilities will receive warrants exercisable at any time for an aggregate of 8.9 million shares of common stock, in each case at an exercise price of $0.01 per share.  The Second Lien Facilities will contain customary covenants, representations and warranties and events of default.

In the Exchange Transactions, SunEdison has agreed to the following:

• to issue $225 million aggregate principal amount of new senior secured convertible notes due 2018 (the "New Notes") in exchange for, in the aggregate, $40.5 million principal amount of the 2020 Notes, $106.9 million principal amount of the 2022 Notes, $97.0 million principal amount of the 2023 Notes and $91.4 million principal amount of the 2025 Notes;
• to issue a total of an estimated 28.0 million shares of common stock (the "note exchange shares")  in exchange for, in the aggregate, $44.3 million principal amount of the 2018 Notes, $71.0 million principal amount of the 2020 Notes, $10.5 million principal amount of the 2021 Notes, $37.0 million principal amount of the 2022 Notes, $43.0 million principal amount of the 2023 Notes and $38.5 million principal amount of the 2025 Notes; and
• to issue a total of an estimated 11.8 million shares of common stock (the "equity exchange shares" and, together with the note exchange shares, the "exchange shares") in exchange for, in the aggregate, $158.3 million (or 158,327 shares) of the Preferred Stock.

The estimates of the aggregate number of exchange shares have been calculated based on the closing price of SunEdison common stock on January 6, 2016 and the actual number of exchange shares delivered may vary due to pricing adjustments included in certain of the exchange agreements.

In connection with the entry into the Second Lien Facilities, the exchange transactions and the issuance of warrants described above, on January 6, 2016, SunEdison entered into registration rights agreements with holders of the exchange shares and the shares underlying the warrants described above (the "registration rights agreements").  Under the registration rights agreements, SunEdison has agreed to file shelf registration statements (or prospectus supplements to an existing registration statement) to register the resale of such shares.

About SunEdison

SunEdison is the largest global renewable energy development company and is transforming the way energy is generated, distributed, and owned around the world. The company develops, finances, installs, owns and operates renewable power plants, delivering predictably priced electricity to its residential, commercial, government and utility customers. SunEdison is one of the world's largest renewable energy asset managers and provides customers with asset management, operations and maintenance, monitoring and reporting services. Corporate headquarters are in the United States with additional offices and technology manufacturing around the world. SunEdison's common stock is listed on the New York Stock Exchange under the symbol "SUNE." To learn more visit www.sunedison.com.