Preview
1 Emily V. Griffen (SBN 209162)
egriffen@shearman.com
2 George B. Adams (SBN 321904)
ELECTRONICALLY
george.adams@shearman.com
3 SHEARMAN & STERLING LLP F I L E D
535 Mission Street, 25th Floor Superior Court of California,
County of San Francisco
4 San Francisco, California 94105-2997
Telephone: (415) 616-1100 03/10/2020
5 Facsimile: (415) 616-1199 Clerk of the Court
BY: DAVID YUEN
Deputy Clerk
6 Adam S. Hakki (admitted pro hac vice)
ahakki@shearman.com
7 Daniel C. Lewis (admitted pro hac vice)
daniel.lewis@shearman.com SHEARMAN
8 & STERLING LLP
599 Lexington Avenue
9 New York, New York 10022
Telephone: (212) 848-4000
10 Facsimile: (212) 848-7179
11 Attorneys for Defendant Deutsche Bank
Securities Inc.
12
13
14
SUPERIOR COURT OF CALIFORNIA
15
COUNTY OF SAN FRANCISCO
16
17
SESL RECOVERY, LLC, a Delaware limited Case No. CGC-18-572159
18 liability company,
19 Plaintiff, EXHIBITS TO THE DECLARATION
OF GEORGE B. ADAMS IN SUPPORT
20 vs. OF DEFENDANT’S DEMURRER TO
THE COMPLAINT
21 DEUTSCHE BANK SECURITIES, INC.,
VOL. 2 (EXHIBITS 7 - 13)
22
Defendant. Date: April 22, 2020
23 Time: 9:30 a.m.
Dept.: 302
24 Trial Date: None Set
25 Date Action Filed: December 17, 2018
26 RESERVATION NUMBER: 003060422-18
27
28
EXHIBITS TO ADAMS DECL. I/S/O DEFT.’S CASE NO. CGC-18-572159
DEMURRER TO THE COMPLAINT VOL. 2
EXHIBIT 7
2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider
TECH
FINANCE
POLITICS
SunEdison is plummeting in after-hours trading
S T R AT E G Y
Linette Lopez Nov. 18, 2015, 4:55 PM
LIFE
ALL Shares in solar energy company SunEdison are down 11% in after
hours trading, as a rumor that sent the stock upwards during the day
BI A C C O U N T was S denied.
BUSINESS INSIDER
The stock gained 7% during Wednesday's trading session on a rumor
BI PRIME that Blackstone's credit arm GSO planned to backstop SunEdison's
BI INTELLIGENCE debt. The solar company has seen its stock fall 83% since the start of
the year.
EDITION US
After the close Reuters reported that GSO was not looking to invest in
SunEdison.
* Copyright © 2019 Insider Inc. All rights reserved. Registration on or use of this site constitutes acceptance of our Terms of Service, Privacy Policy and Cookies Policy.
Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net
SunEdison YTD Yahoo Finance
SunEdison's stock fell 24% on Tuesday as the investor worried over
whether the company would have enough cash to cover its
obligations to two yieldcos it owns. Yieldcos are separate companies
SunEdison created to own and operate its specific energy projects —
and their financing arrangements are complicated.
More importantly, they're expensive, and the company is holding a
lot of debt. Already SunEdison has had to pay $152 million towards a
margin loan for one of its yieldcos, TerraForm.
NOW WATCH: Here's how they make babies cry in TV and
movies
https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 1/5
2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider
TECH
FINANCE
POLITICS
S T R AT E G Y
LIFE
More: sunedison Solar Blackstone
ALL
BI ACCOUNTS
Taboola Feed
BUSINESS INSIDER
20 Discounts Seniors Get Only If They Know
BI PRIME
Sponsored by Improve Budget
BI INTELLIGENCE
A Fast Way To Pay O $10,000 In Credit Card Debt
Sponsored by Nerdwallet
EDITION US
30 Old Toys Worth a Fortune
Sponsored by Finance101
The One WD-40 Trick EveryoneShould Know About
Sponsored by Science101
It Inc.
Was
* Copyright © 2019 Insider All The
rightsMost Iconic
reserved. Line Of
Registrationon AllTime,
or useof thisBut
site She Was acceptance
constitutesNever Meantof our ToSay
Terms It In The
of Service,
Privacy Policy and Cookies Policy.
First Place
Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net
Sponsored by NinjaJournalist
Elon Musk is selling his $4.5 million home that overlooks Los
Angeles. Here's a look inside
Mark Zuckerberg roasted by group of lawmakers, who accuse
Facebook's CEO of spectacular leadership failure
Walmart's new mattress brand built a $100,000 tiny home that you
can buy. Take a look inside.
'SNL' mocked Trump's border wall national emergency — and
Trump wasn't happy
https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 2/5
2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider
Here Are All The Worst Cars Ever Made
Sponsored by Yeah Motor
TECH
The US Is No Match For Putin’s Newest Ship
FINANCE Sponsored by Livestly
POLITICS
S T R AT E G Y 21 Things You'll Regret Not Doing Sooner To Cut Expenses
Sponsored by Fresh Newest
LIFE
ALL
Scientists say these 10 major cities could become unlivable within
BI A C C O U N T 80 S years
BUSINESS INSIDER
BI PRIME 15 things you can buy from Costco, Amazon, Sam's Club, and BJ's
to be ready for when the apocalypse hits
BI INTELLIGENCE
EDITION US
Payless is holding massive going-out-of-business sales and closing
the majority of its stores
Delta has a monthly warehouse sale with everything from old seats
to airplane toilets — here's all the vintage aviation gear you can buy
* Copyright © 2019 Insider Inc. All rights reserved. Registration on or use of this site constitutes acceptance of our Terms of Service, Privacy Policy and Cookies Policy.
Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net
Department stores are shutting down across the country — here's
the list of Macy's, Nordstrom, and Kohl's stores that will close this
year
25 of the Best “One Hit Wonder” Songs of All Time
Sponsored by History By Day
Inside Ron Howard's Mansion Where He Lives With His Partner
Sponsored by Therapy Joker
9 Reasons This Electric Toothbrush is Worth All The Hype
Sponsored by quip
You're Probably Overpaying at Amazon – This Genius Trick Will Fix That
Sponsored by Honey
https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 3/5
2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider
We drove a $49,000 Toyota Highlander and a $49,000 Honda Pilot
to see which is the better family SUV — here's the verdict
Trump just promised to end the HIV epidemic. This map shows the
areas of the US that are home to the most people living with the
disease.
We flew on the new Delta Airbus jet, which Boeing tried to keep out
of the US, to see if it lives up to the hype. Here's the verdict.
Lemon Alert : Stay Away From These 12 New Cars
Sponsored by Forbes
Born Before 1965? Claim These 15 Senior Rebates Now
Sponsored by Senior Savings - Lifestyle Rocket
Remember Barbi Benton? Try Not to Smile When You See Her Now
Sponsored by Direct Healthy
Ex-Walmart exec says theft helped kill Walmart's cashierless
checkout technology
A record 7 million Americans have stopped paying their car loans,
and even economists are surprised
We drove an $87,000 Jaguar I-PACE to see how it compares with a
$57,500 Tesla Model 3 and a $150,000 Model X. Here's the verdict.
World’s Greatest Magic Tricks Revealed
Sponsored by KiwiReport
Which US State Should You Really Live In? Take Our Quiz!
Sponsored by Zoo.com
Why Did I Not Think Of This? - Life Hacks That Actually Work
Sponsored by AmericanUpbeat
https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 4/5
2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider
* Copyright © 2019 Insider Inc. All rights reserved. Registration on or use of this site constitutes acceptance of our Terms of Service, Privacy Policy and Cookies Policy.
Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net
International Editions:
INTL DE AUS FR IN IT JP MY NL SE PL SG ZA ES
https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 5/5
EXHIBIT 8
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 1 of 29
1 SCOTT+SCOTT,
ATTORNEYS AT LAW, LLP
2 JOHN T. JASNOCH (CA. BAR NO. 281605)
707 Broadway, Suite 1000
3 San Diego, CA 92101
Telephone: (619) 233-4565
4 Facsimile: (619) 233-0508
jjasnoch@scott-scott.com
5
Counsel for Plaintiff
6
[Additional Counsel on Signature Page.]
7
8
9
UNITED STATES DISTRICT COURT
10
NORTHERN DISTRICT OF CALIFORNIA
11
12 JUAN M. RODRIGUEZ BELTRAN, Individually Case No.
13 and on Behalf of All Others Similarly Situated,
CLASS ACTION COMPLAINT FOR
14 Plaintiff, VIOLATIONS OF THE SECURITIES ACT
vs. OF 1933
15
TERRAFORM GLOBAL, INC., SUNEDISON,
16 INC., AHMAD CHATILA, CARLOS
JURY TRIAL DEMANDED
17 DOMENECH ZORNOZA, JEREMY AVENIER,
MARTIN TRUONG, BRIAN WUEBBELS, J.P.
18 MORGAN SECURITIES LLC., BARCLAYS
CAPITAL INC., CITIGROUP GLOBAL
19 MARKETS INC., MORGAN STANLEY & CO.
LLC, GOLDMAN SACHS & CO., MERRILL
20 LYNCH, PIERCE, FENNER & SMITH
21 INCORPORATED, DEUTSCHE BANK
SECURITIES INC., BTG PACTUAL US
22 CAPITAL, LLC, ITAU BBA USA SECURITIES,
INC., SMBC NIKKO SECURITIES AMERICA,
23 INC., SG AMERICAS SECURITIES, LLC., and
KOTAK MAHINDRA, INC.,
24
25 Defendants.
26
27
28
CLASS ACTION COMPLAINT
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 2 of 29
1
Plaintiff Juan M. Rodriguez Beltran (“Plaintiff”), individually, and on behalf of all others
2
similarly situated, by Plaintiff’s undersigned attorneys, for Plaintiff’s Complaint against Defendants,
3
alleges the following based upon personal knowledge as to Plaintiff and Plaintiff’s own acts, and upon
4
information and belief as to all other matters, based on the investigation conducted by and through
5
Plaintiff’s attorneys, which included, among other things, a review of TerraForm Global, Inc.
6
(“TerraForm Global” or “the Company”) press releases, Securities and Exchange Commission (“SEC”)
7
filings, analyst and media reports, and other commentary, analysis, and information concerning
8
TerraForm Global and the industry within which it operates. Plaintiff’s investigation into the matters
9
alleged herein is continuing and many relevant facts are known only to, or are exclusively within the
10
custody and control of, the Defendants. Plaintiff believes that substantial additional evidentiary support
11
will exist for the allegations set forth herein after a reasonable opportunity for formal discovery.
12
NATURE AND SUMMARY OF THE ACTION
13
1. Plaintiff brings this action under §§11, 12(a)(2), and 15 of the Securities Act of 1933 (the
14
“Securities Act”) against (1) TerraForm Global; (2) the sponsor of the IPO and TerraForm Global’s
15
controlling entity, SunEdison, Inc. (“SunEdison”); (3) certain of TerraForm Global’s senior executives
16
and directors who signed the July 31, 2015 Registration Statement (as defined below) for TerraForm
17
Global’s Initial Public Offering (“IPO”) (the “Offering”); and (4) each of the underwriters of the
18
Offering (collectively, “Defendants”).
19
2. In the IPO, the Company and the Defendants sold 45,000,000 shares of common stock at
20
an offering price of $15.00 per share, representing gross proceeds of $675 million. The Company’s
21
common stock is listed on the NASDAQ stock exchange under the ticker symbol “GLBL.”
22
3. TerraForm Global owns and operates contracted “clean power” generation assets in
23
emerging market countries. Prior to its IPO, TerraForm Global was known as “SunEdison Emerging
24
Markets Co.” The bulk of TerraForm Global’s business is acquiring power generation assets that
25
produce long-term contracted cash flows, primarily by serving utility and commercial customers from
26
SunEdison. TerraForm Global's business has a focus in Brazil, which represents about 24% of the
27
28
1
CLASS ACTION COMPLAINT
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 3 of 29
1
Company's current energy generation capacity. The Company is also active in several other Latin
2
American countries and in China, India, and South Africa.
3
4. The Sponsor of the TerraForm Global IPO was SunEdison. SunEdison is one of the
4
world’s largest developers of wind and solar energy projects and is one of the world’s prime developers
5
and installers of solar energy facilities. As the Sponsor, SunEdison maintains approximately 98.1% of
6
TerraForm Global’s voting power, making TerraForm Global a controlled company of SunEdison.
7
TerraForm Global is structured as a “YieldCo.” YieldCos are dividend and growth-oriented companies
8
that aim to grow by acquiring assets from their sponsors. TerraForm Global buys assets from
9
SunEdison when projects are completed. TerraForm Global then collects revenues from selling power,
10
which enables it to pay dividends to its shareholders.
11
5. Plaintiff alleges that the Registration Statement (and Prospectus incorporated therein)
12
contained materially incorrect or misleading statements and/or omitted material information that was
13
required to be disclosed. Defendants are each strictly liable for such misstatements and omissions
14
therefrom (subject only, in the case of the Individual and Underwriter Defendants, to their ability to
15
establish a “due diligence” affirmative defense), and are so liable in their capacities as signers of the
16
Registration Statement and/or as an issuer, statutory seller, offeror, and/or underwriter of the over 45
17
million TerraForm Global shares sold pursuant to the Offering. For all of the claims stated herein,
18
Plaintiff expressly disclaims any allegation that could be construed as alleging fraud or intentional or
19
reckless misconduct.
20
6. Furthermore, because this case involves a Registration Statement, Defendants also had an
21
independent, affirmative duty to provide adequate disclosures about adverse conditions, risks, and
22
uncertainties. See Item 303 of SEC Reg. S-K, 17 C.F.R. §229.303(a)(3)(ii). Thus, Defendants had an
23
affirmative duty to ensure that the Registration Statement and the materials incorporated therein
24
disclosed material trends and uncertainties that they knew or should have reasonably expected would
25
have a materially adverse impact on TerraForm Global’s business. Defendants failed to fulfill this
26
obligation.
27
28
2
CLASS ACTION COMPLAINT
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 4 of 29
1
7. Defendants failed to disclose a number of problems seriously undermining TerraForm
2
Global’s business and prospects. Specifically, unbeknownst to investors, the Registration Statement’s
3
representations were materially untrue, inaccurate, misleading, and/or incomplete because they failed to
4
disclose, inter alia, that, by the time of the July 31, 2015 IPO: (i) SunEdison was experiencing
5
unprecedented losses that would be revealed mere days after TerraForm Global’s IPO was finalized; (ii)
6
SunEdison was experiencing severe liquidity and debt issues that ended its ability to develop projects to
7
sell to TerraForm Global, meaning that the Company’s “YieldCo” business model was effectively
8
moribund from the outset; and (iii)the aggressive growth plans for SunEdison and TerraForm Global
9
were unachievable.
10
8. The truth concerning the nature and extent of the problems facing the Company did not
11
begin to emerge until the Offering was complete. On August 6, 2015, only two days after the
12
TerraForm Global IPO closed, SunEdison reported a loss of $263 million in its second quarter on $455
13
million of revenue, and a net loss of $0.93 per share compared to consensus estimates of a net loss of
14
$0.55 per share. SunEdison’s debt was also reported at nearly $11 billion. On this news, the
15
Company’s shares fell from $13.66 on August 5 to $11.27 on August 6, a drop of over 17%. On the
16
same day, a Motley Fool article, entitled “SunEdison’s Losses Become a Red Flag for Investors,” noted
17
“how tough it’s going to be to build a renewable energy powerhouse with nearly $11 billion in debt and
18
negative cash flow from operations.”
19
9. In addition, on September 27, 2015 (a Sunday), Motley Fool published an article entitled
20
“Once a Hedge Fund Favorite, SunEdison Has a Long Climb Out of Its Current Hole.” The article
21
reiterated concerns regarding SunEdison’s excessive debt, stating “[b]ut at the end of the second quarter
22
SunEdison had just $1.29 billion in cash not already committed to projects, and had another $10.7
23
billion of debt. Remember that was the company's financial position when it lost $263 million last
24
quarter, so it isn't exactly swimming in cash flow to pay for debt.” As a result of this news, TerraForm
25
Global’s stock fell over 10%, from $7.95 on Friday, September 25 to $7.13 on Monday, September 28.
26
10. On October 2, 2015, a BloombergBusiness article entitled “Investors Are Asking Tough
27
Questions About ‘Yieldcos’” examined the financial health of SunEdison’s YieldCo business model.
28
3
CLASS ACTION COMPLAINT
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 5 of 29
1
The article quoted the International Energy Agency, stating that the YieldCo business model is “based
2
on increasing the number of projects in its parent developer company in order to generate increasing
3
cash flows for shareholder distributions.” Consequently, any reduction in SunEdison projects is a major
4
impediment to TerraForm Global and undermines the YieldCo business model, which is largely built on
5
a consistent volume of projects from SunEdison.
6
11. On October 5, 2015, after the markets closed, SunEdison filed a current report on Form
7
8-K with the SEC announcing that it will lay off about 15% of its 7,300 employees and incur
8
restructuring charges of between $30 and $40 million in Q4 2015 and Q1 2016. On October 6, 2015, the
9
Wall Street Journal reported that renewable energy developer, Latin American Power, walked away
10
from its sale to SunEdison because SunEdison failed to make a roughly $400 million upfront cash
11
payment, confirming SunEdison’s mounting liquidity issue.
12
12. On October 7, 2015, SunEdison revised down its installation projections for 2016 and
13
said it did not expect to sell any projects through next year to TerraForm Global. Rather, SunEdison
14
will be looking exclusively for outside buyers or will hold the projects on SunEdison’s balance sheet. In
15
other words, SunEdison has abandoned its YieldCo business strategy, which is TerraForm Global’s
16
lifeline. During a conference call with analysts, on the same day, Defendant Chatila stated “[w]e’re
17
going to pivot to third-party sales” and “[t]here’s a disconnect between the value of these underlying
18
assets and what people are willing to pay for them in a yieldco.”
19
13. The price of TerraForm Global’s shares has continued to trade far below its $15.00 per
20
share Offering price. The stock has plummeted by over 49% since its Offering. As of October 28,
21
2015, the last trading day before this complaint was filed, the Company’s shares closed at $7.52 per
22
share. By this action, Plaintiff, on behalf of himself and the other Class members who also acquired
23
TerraForm Global shares pursuant or traceable to the Offering, now seek to obtain a recovery for the
24
damages they have suffered as a result of Defendants’ violations of the Securities Act, as alleged herein.
25
JURISDICTION AND VENUE
26
14. The claims alleged herein arise under §§11, 12(a)(2), and 15 of the Securities Act. See 15
27
U.S.C. §§77k, 77l(a)(2), and 77o. Jurisdiction and venue are conferred by §22 of the 1933 Act and 28
28
4
CLASS ACTION COMPLAINT
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 6 of 29
1
U.S.C. §1331 because many of the acts complained of, including the preparation and dissemination of
2
the materially inaccurate, misleading, and incomplete Registration Statement and Prospectus (which
3
were prepared by Defendants, or with their participation, acquiescence, encouragement, cooperation,
4
and/or assistance) occurred in whole or in substantial part in this Judicial District. Additionally,
5
Defendant SunEdison and many of the Individual Defendants are located within this Judicial District.
6
Further, in connection with the acts, transactions, and conduct alleged herein, Defendants directly and
7
indirectly used the means and instrumentalities of interstate commerce, including the United States mail,
8
interstate telephone communications, and the facilities of a national securities exchange.
9
PARTIES
10
A. Plaintiff
11
15. Plaintiff purchased shares of TerraForm Global common stock that were issued pursuant
12
and/or traceable to the Registration Statement and the June 31, 2015 IPO Offering, and was damaged
13
thereby. Plaintiff’s certification is attached hereto.
14
B. Defendants
15
16. Defendant TerraForm Global owns and operates renewable energy generation assets
16
worldwide. The Company generates electricity through solar, wind, and hydro-electric projects and
17
serves utility, commercial, industrial, and governmental customers. TerraForm Global holds wind and
18
solar projects in South Africa, India and China, although it will target additional markets in Brazil,
19
Honduras, Costa Rica, Thailand, Malaysia, Uruguay and Peru. The Company conducts business in this
20
State. Prior to the IPO, the financial records of TerraForm Global were reviewed by its auditor KPMG
21
LLP in San Francisco, California. Correspondence from the SEC regarding the IPO was sent to
22
TerraForm Global at SunEdison’s Belmont, California headquarters.
23
17. Defendant SunEdison develops, manufactures, and sells silicon wafers and is a major
24
developer and seller of photovoltaic energy solutions. The company’s subsidiary, SunEdison LCC, is
25
one of the world’s leading developers of solar energy projects. The company markets its products to
26
corporations, utilities, governments and chip manufacturers. Through the Sun Edison LCC subsidiary,
27
SunEdison is one of the world’s leading developers of downstream solar energy projects. SunEdison,
28
5
CLASS ACTION COMPLAINT
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 7 of 29
1
through the ownership by a wholly owned subsidiary of TerraForm Global’s Class B common stock,
2
holds approximately 98.1% of the combined voting power of all of TerraForm Global’s common stock.
3
SunEdison also represents approximately 34.3% of Global Operating LLC’s total outstanding
4
membership units (or 30.5%, if the underwriters exercise in full their option to purchase additional
5
shares of Class A common stock), a wholly owned subsidiary of TerraForm Global. As stated in the
6
Offering Documents, TerraForm Global’s management team and officers “will remain employed by and,
7
in certain cases, will continue to serve as executive officers or other senior officers of SunEdison or its
8
affiliates.” The Offering Documents also state that TerraForm Global is “a ‘controlled company,’
9
controlled by our Sponsor[.]” SunEdison sponsored the IPO for TerraForm Global and was responsible,
10
at least in part, for the false and misleading disclosures contained in the IPO Registration Statement.
11
SunEdison maintains one of itsheadquarters in this District at 600 Clipper Drive, Belmont, California
12
94002.
13
18. Defendant Carlos Domenech Zornoza (“Zornoza”) was, at the time of the Offering, Chief
14
Executive Officer and director of the Company. Defendant Zornoza signed or authorized the signing of
15
the false and misleading Registration Statement and Prospectus. Correspondence from the SEC
16
regarding the TerraForm Global IPO was sent to Defendant Zornoza at SunEdison’s headquarters in
17
Belmont, California.
18
19. Defendant Jeremy Avenier (“Avenier”) was, at the time of the Offering, TerraForm
19
Global’s Chief Financial Officer (“CFO”). Defendant Avenier signed or authorized the signing of the
20
false and misleading Registration Statement and Prospectus. From April 2013 to August 2014,
21
Defendant Avenier was the CFO of SunEdison Solar Materials. Defendant Avenier’s “LinkedIn”
22
account represents that he is based in this District.
23
20. Defendant Ahmad Chatila (“Chatila”) was, at the time of the Offering, Chairman and
24
director of the Company. Defendant Chatila signed or authorized the signing of the false and misleading
25
Registration Statement and Prospectus. Defendant Chatila is SunEdison’s President and Chief
26
Executive Officer and is based at SunEdison’s headquarters in Belmont, California in this District.
27
28
6
CLASS ACTION COMPLAINT
Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 8 of 29
1
21. Defendant Martin Truong (“Truong”) was, at the time of the Offering, a director of the
2
Company. Defendant Truong signed or authorized the signing of the false and misleading Registration
3
Statement and Prospectus. Defendant Truong has served as SunEdison’s Vice President, General
4
Counsel and Secretary since April of 2013.
5
22. Defendant Brian Wuebbels (“Wuebbels”) was, at the time of the Offering, a director of
6
the Company. Defendant Wuebbels signed or authorized the signing of the false and misleading
7
Registration Statement and Prospectus.
8
23. Defendants Zornoza, Avenier, Chatila, Truong, and Wuebbels are collectively referred to
9
herein as the “Individual Defendants.”
10
24. The Individual Defendants each participated in the preparation of and signed (or
11
authorized the signing of) the Registration Statement and Prospectus. Defendant TerraForm Global and
12
the Individual Defendants who signed (or authorized the signing of) the Registration Statement are
13
strictly liable for the materially untrue and misleading statements incorporated into the Registration
14
Statement. The Individual Defendants, because of their positions with the Company, possessed the
15
power and authority to control the contents of TerraForm Global’s reports to the SEC, press releases,
16
and presentations to securities analysts, money and portfolio managers, and institutional investors, i.e.,
17
the market.
18
Preview
1 Emily V. Griffen (SBN 209162) egriffen@shearman.com 2 George B. Adams (SBN 321904) ELECTRONICALLY george.adams@shearman.com 3 SHEARMAN & STERLING LLP F I L E D 535 Mission Street, 25th Floor Superior Court of California, County of San Francisco 4 San Francisco, California 94105-2997 Telephone: (415) 616-1100 03/10/2020 5 Facsimile: (415) 616-1199 Clerk of the Court BY: DAVID YUEN Deputy Clerk 6 Adam S. Hakki (admitted pro hac vice) ahakki@shearman.com 7 Daniel C. Lewis (admitted pro hac vice) daniel.lewis@shearman.com SHEARMAN 8 & STERLING LLP 599 Lexington Avenue 9 New York, New York 10022 Telephone: (212) 848-4000 10 Facsimile: (212) 848-7179 11 Attorneys for Defendant Deutsche Bank Securities Inc. 12 13 14 SUPERIOR COURT OF CALIFORNIA 15 COUNTY OF SAN FRANCISCO 16 17 SESL RECOVERY, LLC, a Delaware limited Case No. CGC-18-572159 18 liability company, 19 Plaintiff, EXHIBITS TO THE DECLARATION OF GEORGE B. ADAMS IN SUPPORT 20 vs. OF DEFENDANT’S DEMURRER TO THE COMPLAINT 21 DEUTSCHE BANK SECURITIES, INC., VOL. 2 (EXHIBITS 7 - 13) 22 Defendant. Date: April 22, 2020 23 Time: 9:30 a.m. Dept.: 302 24 Trial Date: None Set 25 Date Action Filed: December 17, 2018 26 RESERVATION NUMBER: 003060422-18 27 28 EXHIBITS TO ADAMS DECL. I/S/O DEFT.’S CASE NO. CGC-18-572159 DEMURRER TO THE COMPLAINT VOL. 2 EXHIBIT 7 2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider TECH FINANCE POLITICS SunEdison is plummeting in after-hours trading S T R AT E G Y Linette Lopez Nov. 18, 2015, 4:55 PM LIFE ALL Shares in solar energy company SunEdison are down 11% in after hours trading, as a rumor that sent the stock upwards during the day BI A C C O U N T was S denied. BUSINESS INSIDER The stock gained 7% during Wednesday's trading session on a rumor BI PRIME that Blackstone's credit arm GSO planned to backstop SunEdison's BI INTELLIGENCE debt. The solar company has seen its stock fall 83% since the start of the year. EDITION US After the close Reuters reported that GSO was not looking to invest in SunEdison. * Copyright © 2019 Insider Inc. All rights reserved. Registration on or use of this site constitutes acceptance of our Terms of Service, Privacy Policy and Cookies Policy. Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net SunEdison YTD Yahoo Finance SunEdison's stock fell 24% on Tuesday as the investor worried over whether the company would have enough cash to cover its obligations to two yieldcos it owns. Yieldcos are separate companies SunEdison created to own and operate its specific energy projects — and their financing arrangements are complicated. More importantly, they're expensive, and the company is holding a lot of debt. Already SunEdison has had to pay $152 million towards a margin loan for one of its yieldcos, TerraForm. NOW WATCH: Here's how they make babies cry in TV and movies https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 1/5 2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider TECH FINANCE POLITICS S T R AT E G Y LIFE More: sunedison Solar Blackstone ALL BI ACCOUNTS Taboola Feed BUSINESS INSIDER 20 Discounts Seniors Get Only If They Know BI PRIME Sponsored by Improve Budget BI INTELLIGENCE A Fast Way To Pay O $10,000 In Credit Card Debt Sponsored by Nerdwallet EDITION US 30 Old Toys Worth a Fortune Sponsored by Finance101 The One WD-40 Trick EveryoneShould Know About Sponsored by Science101 It Inc. Was * Copyright © 2019 Insider All The rightsMost Iconic reserved. Line Of Registrationon AllTime, or useof thisBut site She Was acceptance constitutesNever Meantof our ToSay Terms It In The of Service, Privacy Policy and Cookies Policy. First Place Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net Sponsored by NinjaJournalist Elon Musk is selling his $4.5 million home that overlooks Los Angeles. Here's a look inside Mark Zuckerberg roasted by group of lawmakers, who accuse Facebook's CEO of spectacular leadership failure Walmart's new mattress brand built a $100,000 tiny home that you can buy. Take a look inside. 'SNL' mocked Trump's border wall national emergency — and Trump wasn't happy https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 2/5 2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider Here Are All The Worst Cars Ever Made Sponsored by Yeah Motor TECH The US Is No Match For Putin’s Newest Ship FINANCE Sponsored by Livestly POLITICS S T R AT E G Y 21 Things You'll Regret Not Doing Sooner To Cut Expenses Sponsored by Fresh Newest LIFE ALL Scientists say these 10 major cities could become unlivable within BI A C C O U N T 80 S years BUSINESS INSIDER BI PRIME 15 things you can buy from Costco, Amazon, Sam's Club, and BJ's to be ready for when the apocalypse hits BI INTELLIGENCE EDITION US Payless is holding massive going-out-of-business sales and closing the majority of its stores Delta has a monthly warehouse sale with everything from old seats to airplane toilets — here's all the vintage aviation gear you can buy * Copyright © 2019 Insider Inc. All rights reserved. Registration on or use of this site constitutes acceptance of our Terms of Service, Privacy Policy and Cookies Policy. Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net Department stores are shutting down across the country — here's the list of Macy's, Nordstrom, and Kohl's stores that will close this year 25 of the Best “One Hit Wonder” Songs of All Time Sponsored by History By Day Inside Ron Howard's Mansion Where He Lives With His Partner Sponsored by Therapy Joker 9 Reasons This Electric Toothbrush is Worth All The Hype Sponsored by quip You're Probably Overpaying at Amazon – This Genius Trick Will Fix That Sponsored by Honey https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 3/5 2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider We drove a $49,000 Toyota Highlander and a $49,000 Honda Pilot to see which is the better family SUV — here's the verdict Trump just promised to end the HIV epidemic. This map shows the areas of the US that are home to the most people living with the disease. We flew on the new Delta Airbus jet, which Boeing tried to keep out of the US, to see if it lives up to the hype. Here's the verdict. Lemon Alert : Stay Away From These 12 New Cars Sponsored by Forbes Born Before 1965? Claim These 15 Senior Rebates Now Sponsored by Senior Savings - Lifestyle Rocket Remember Barbi Benton? Try Not to Smile When You See Her Now Sponsored by Direct Healthy Ex-Walmart exec says theft helped kill Walmart's cashierless checkout technology A record 7 million Americans have stopped paying their car loans, and even economists are surprised We drove an $87,000 Jaguar I-PACE to see how it compares with a $57,500 Tesla Model 3 and a $150,000 Model X. Here's the verdict. World’s Greatest Magic Tricks Revealed Sponsored by KiwiReport Which US State Should You Really Live In? Take Our Quiz! Sponsored by Zoo.com Why Did I Not Think Of This? - Life Hacks That Actually Work Sponsored by AmericanUpbeat https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 4/5 2/19/2019 SunEdison is getting plummeting in after-hours trading - Business Insider * Copyright © 2019 Insider Inc. All rights reserved. Registration on or use of this site constitutes acceptance of our Terms of Service, Privacy Policy and Cookies Policy. Sitemap Disclaimer Commerce Policy Coupons Made in NYC Stock quotes by finanzen.net International Editions: INTL DE AUS FR IN IT JP MY NL SE PL SG ZA ES https://www.businessinsider.com/sunedison-is-getting-plummeting-in-after-hours-trading-2015-11 5/5 EXHIBIT 8 Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 1 of 29 1 SCOTT+SCOTT, ATTORNEYS AT LAW, LLP 2 JOHN T. JASNOCH (CA. BAR NO. 281605) 707 Broadway, Suite 1000 3 San Diego, CA 92101 Telephone: (619) 233-4565 4 Facsimile: (619) 233-0508 jjasnoch@scott-scott.com 5 Counsel for Plaintiff 6 [Additional Counsel on Signature Page.] 7 8 9 UNITED STATES DISTRICT COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 12 JUAN M. RODRIGUEZ BELTRAN, Individually Case No. 13 and on Behalf of All Others Similarly Situated, CLASS ACTION COMPLAINT FOR 14 Plaintiff, VIOLATIONS OF THE SECURITIES ACT vs. OF 1933 15 TERRAFORM GLOBAL, INC., SUNEDISON, 16 INC., AHMAD CHATILA, CARLOS JURY TRIAL DEMANDED 17 DOMENECH ZORNOZA, JEREMY AVENIER, MARTIN TRUONG, BRIAN WUEBBELS, J.P. 18 MORGAN SECURITIES LLC., BARCLAYS CAPITAL INC., CITIGROUP GLOBAL 19 MARKETS INC., MORGAN STANLEY & CO. LLC, GOLDMAN SACHS & CO., MERRILL 20 LYNCH, PIERCE, FENNER & SMITH 21 INCORPORATED, DEUTSCHE BANK SECURITIES INC., BTG PACTUAL US 22 CAPITAL, LLC, ITAU BBA USA SECURITIES, INC., SMBC NIKKO SECURITIES AMERICA, 23 INC., SG AMERICAS SECURITIES, LLC., and KOTAK MAHINDRA, INC., 24 25 Defendants. 26 27 28 CLASS ACTION COMPLAINT Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 2 of 29 1 Plaintiff Juan M. Rodriguez Beltran (“Plaintiff”), individually, and on behalf of all others 2 similarly situated, by Plaintiff’s undersigned attorneys, for Plaintiff’s Complaint against Defendants, 3 alleges the following based upon personal knowledge as to Plaintiff and Plaintiff’s own acts, and upon 4 information and belief as to all other matters, based on the investigation conducted by and through 5 Plaintiff’s attorneys, which included, among other things, a review of TerraForm Global, Inc. 6 (“TerraForm Global” or “the Company”) press releases, Securities and Exchange Commission (“SEC”) 7 filings, analyst and media reports, and other commentary, analysis, and information concerning 8 TerraForm Global and the industry within which it operates. Plaintiff’s investigation into the matters 9 alleged herein is continuing and many relevant facts are known only to, or are exclusively within the 10 custody and control of, the Defendants. Plaintiff believes that substantial additional evidentiary support 11 will exist for the allegations set forth herein after a reasonable opportunity for formal discovery. 12 NATURE AND SUMMARY OF THE ACTION 13 1. Plaintiff brings this action under §§11, 12(a)(2), and 15 of the Securities Act of 1933 (the 14 “Securities Act”) against (1) TerraForm Global; (2) the sponsor of the IPO and TerraForm Global’s 15 controlling entity, SunEdison, Inc. (“SunEdison”); (3) certain of TerraForm Global’s senior executives 16 and directors who signed the July 31, 2015 Registration Statement (as defined below) for TerraForm 17 Global’s Initial Public Offering (“IPO”) (the “Offering”); and (4) each of the underwriters of the 18 Offering (collectively, “Defendants”). 19 2. In the IPO, the Company and the Defendants sold 45,000,000 shares of common stock at 20 an offering price of $15.00 per share, representing gross proceeds of $675 million. The Company’s 21 common stock is listed on the NASDAQ stock exchange under the ticker symbol “GLBL.” 22 3. TerraForm Global owns and operates contracted “clean power” generation assets in 23 emerging market countries. Prior to its IPO, TerraForm Global was known as “SunEdison Emerging 24 Markets Co.” The bulk of TerraForm Global’s business is acquiring power generation assets that 25 produce long-term contracted cash flows, primarily by serving utility and commercial customers from 26 SunEdison. TerraForm Global's business has a focus in Brazil, which represents about 24% of the 27 28 1 CLASS ACTION COMPLAINT Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 3 of 29 1 Company's current energy generation capacity. The Company is also active in several other Latin 2 American countries and in China, India, and South Africa. 3 4. The Sponsor of the TerraForm Global IPO was SunEdison. SunEdison is one of the 4 world’s largest developers of wind and solar energy projects and is one of the world’s prime developers 5 and installers of solar energy facilities. As the Sponsor, SunEdison maintains approximately 98.1% of 6 TerraForm Global’s voting power, making TerraForm Global a controlled company of SunEdison. 7 TerraForm Global is structured as a “YieldCo.” YieldCos are dividend and growth-oriented companies 8 that aim to grow by acquiring assets from their sponsors. TerraForm Global buys assets from 9 SunEdison when projects are completed. TerraForm Global then collects revenues from selling power, 10 which enables it to pay dividends to its shareholders. 11 5. Plaintiff alleges that the Registration Statement (and Prospectus incorporated therein) 12 contained materially incorrect or misleading statements and/or omitted material information that was 13 required to be disclosed. Defendants are each strictly liable for such misstatements and omissions 14 therefrom (subject only, in the case of the Individual and Underwriter Defendants, to their ability to 15 establish a “due diligence” affirmative defense), and are so liable in their capacities as signers of the 16 Registration Statement and/or as an issuer, statutory seller, offeror, and/or underwriter of the over 45 17 million TerraForm Global shares sold pursuant to the Offering. For all of the claims stated herein, 18 Plaintiff expressly disclaims any allegation that could be construed as alleging fraud or intentional or 19 reckless misconduct. 20 6. Furthermore, because this case involves a Registration Statement, Defendants also had an 21 independent, affirmative duty to provide adequate disclosures about adverse conditions, risks, and 22 uncertainties. See Item 303 of SEC Reg. S-K, 17 C.F.R. §229.303(a)(3)(ii). Thus, Defendants had an 23 affirmative duty to ensure that the Registration Statement and the materials incorporated therein 24 disclosed material trends and uncertainties that they knew or should have reasonably expected would 25 have a materially adverse impact on TerraForm Global’s business. Defendants failed to fulfill this 26 obligation. 27 28 2 CLASS ACTION COMPLAINT Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 4 of 29 1 7. Defendants failed to disclose a number of problems seriously undermining TerraForm 2 Global’s business and prospects. Specifically, unbeknownst to investors, the Registration Statement’s 3 representations were materially untrue, inaccurate, misleading, and/or incomplete because they failed to 4 disclose, inter alia, that, by the time of the July 31, 2015 IPO: (i) SunEdison was experiencing 5 unprecedented losses that would be revealed mere days after TerraForm Global’s IPO was finalized; (ii) 6 SunEdison was experiencing severe liquidity and debt issues that ended its ability to develop projects to 7 sell to TerraForm Global, meaning that the Company’s “YieldCo” business model was effectively 8 moribund from the outset; and (iii)the aggressive growth plans for SunEdison and TerraForm Global 9 were unachievable. 10 8. The truth concerning the nature and extent of the problems facing the Company did not 11 begin to emerge until the Offering was complete. On August 6, 2015, only two days after the 12 TerraForm Global IPO closed, SunEdison reported a loss of $263 million in its second quarter on $455 13 million of revenue, and a net loss of $0.93 per share compared to consensus estimates of a net loss of 14 $0.55 per share. SunEdison’s debt was also reported at nearly $11 billion. On this news, the 15 Company’s shares fell from $13.66 on August 5 to $11.27 on August 6, a drop of over 17%. On the 16 same day, a Motley Fool article, entitled “SunEdison’s Losses Become a Red Flag for Investors,” noted 17 “how tough it’s going to be to build a renewable energy powerhouse with nearly $11 billion in debt and 18 negative cash flow from operations.” 19 9. In addition, on September 27, 2015 (a Sunday), Motley Fool published an article entitled 20 “Once a Hedge Fund Favorite, SunEdison Has a Long Climb Out of Its Current Hole.” The article 21 reiterated concerns regarding SunEdison’s excessive debt, stating “[b]ut at the end of the second quarter 22 SunEdison had just $1.29 billion in cash not already committed to projects, and had another $10.7 23 billion of debt. Remember that was the company's financial position when it lost $263 million last 24 quarter, so it isn't exactly swimming in cash flow to pay for debt.” As a result of this news, TerraForm 25 Global’s stock fell over 10%, from $7.95 on Friday, September 25 to $7.13 on Monday, September 28. 26 10. On October 2, 2015, a BloombergBusiness article entitled “Investors Are Asking Tough 27 Questions About ‘Yieldcos’” examined the financial health of SunEdison’s YieldCo business model. 28 3 CLASS ACTION COMPLAINT Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 5 of 29 1 The article quoted the International Energy Agency, stating that the YieldCo business model is “based 2 on increasing the number of projects in its parent developer company in order to generate increasing 3 cash flows for shareholder distributions.” Consequently, any reduction in SunEdison projects is a major 4 impediment to TerraForm Global and undermines the YieldCo business model, which is largely built on 5 a consistent volume of projects from SunEdison. 6 11. On October 5, 2015, after the markets closed, SunEdison filed a current report on Form 7 8-K with the SEC announcing that it will lay off about 15% of its 7,300 employees and incur 8 restructuring charges of between $30 and $40 million in Q4 2015 and Q1 2016. On October 6, 2015, the 9 Wall Street Journal reported that renewable energy developer, Latin American Power, walked away 10 from its sale to SunEdison because SunEdison failed to make a roughly $400 million upfront cash 11 payment, confirming SunEdison’s mounting liquidity issue. 12 12. On October 7, 2015, SunEdison revised down its installation projections for 2016 and 13 said it did not expect to sell any projects through next year to TerraForm Global. Rather, SunEdison 14 will be looking exclusively for outside buyers or will hold the projects on SunEdison’s balance sheet. In 15 other words, SunEdison has abandoned its YieldCo business strategy, which is TerraForm Global’s 16 lifeline. During a conference call with analysts, on the same day, Defendant Chatila stated “[w]e’re 17 going to pivot to third-party sales” and “[t]here’s a disconnect between the value of these underlying 18 assets and what people are willing to pay for them in a yieldco.” 19 13. The price of TerraForm Global’s shares has continued to trade far below its $15.00 per 20 share Offering price. The stock has plummeted by over 49% since its Offering. As of October 28, 21 2015, the last trading day before this complaint was filed, the Company’s shares closed at $7.52 per 22 share. By this action, Plaintiff, on behalf of himself and the other Class members who also acquired 23 TerraForm Global shares pursuant or traceable to the Offering, now seek to obtain a recovery for the 24 damages they have suffered as a result of Defendants’ violations of the Securities Act, as alleged herein. 25 JURISDICTION AND VENUE 26 14. The claims alleged herein arise under §§11, 12(a)(2), and 15 of the Securities Act. See 15 27 U.S.C. §§77k, 77l(a)(2), and 77o. Jurisdiction and venue are conferred by §22 of the 1933 Act and 28 28 4 CLASS ACTION COMPLAINT Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 6 of 29 1 U.S.C. §1331 because many of the acts complained of, including the preparation and dissemination of 2 the materially inaccurate, misleading, and incomplete Registration Statement and Prospectus (which 3 were prepared by Defendants, or with their participation, acquiescence, encouragement, cooperation, 4 and/or assistance) occurred in whole or in substantial part in this Judicial District. Additionally, 5 Defendant SunEdison and many of the Individual Defendants are located within this Judicial District. 6 Further, in connection with the acts, transactions, and conduct alleged herein, Defendants directly and 7 indirectly used the means and instrumentalities of interstate commerce, including the United States mail, 8 interstate telephone communications, and the facilities of a national securities exchange. 9 PARTIES 10 A. Plaintiff 11 15. Plaintiff purchased shares of TerraForm Global common stock that were issued pursuant 12 and/or traceable to the Registration Statement and the June 31, 2015 IPO Offering, and was damaged 13 thereby. Plaintiff’s certification is attached hereto. 14 B. Defendants 15 16. Defendant TerraForm Global owns and operates renewable energy generation assets 16 worldwide. The Company generates electricity through solar, wind, and hydro-electric projects and 17 serves utility, commercial, industrial, and governmental customers. TerraForm Global holds wind and 18 solar projects in South Africa, India and China, although it will target additional markets in Brazil, 19 Honduras, Costa Rica, Thailand, Malaysia, Uruguay and Peru. The Company conducts business in this 20 State. Prior to the IPO, the financial records of TerraForm Global were reviewed by its auditor KPMG 21 LLP in San Francisco, California. Correspondence from the SEC regarding the IPO was sent to 22 TerraForm Global at SunEdison’s Belmont, California headquarters. 23 17. Defendant SunEdison develops, manufactures, and sells silicon wafers and is a major 24 developer and seller of photovoltaic energy solutions. The company’s subsidiary, SunEdison LCC, is 25 one of the world’s leading developers of solar energy projects. The company markets its products to 26 corporations, utilities, governments and chip manufacturers. Through the Sun Edison LCC subsidiary, 27 SunEdison is one of the world’s leading developers of downstream solar energy projects. SunEdison, 28 5 CLASS ACTION COMPLAINT Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 7 of 29 1 through the ownership by a wholly owned subsidiary of TerraForm Global’s Class B common stock, 2 holds approximately 98.1% of the combined voting power of all of TerraForm Global’s common stock. 3 SunEdison also represents approximately 34.3% of Global Operating LLC’s total outstanding 4 membership units (or 30.5%, if the underwriters exercise in full their option to purchase additional 5 shares of Class A common stock), a wholly owned subsidiary of TerraForm Global. As stated in the 6 Offering Documents, TerraForm Global’s management team and officers “will remain employed by and, 7 in certain cases, will continue to serve as executive officers or other senior officers of SunEdison or its 8 affiliates.” The Offering Documents also state that TerraForm Global is “a ‘controlled company,’ 9 controlled by our Sponsor[.]” SunEdison sponsored the IPO for TerraForm Global and was responsible, 10 at least in part, for the false and misleading disclosures contained in the IPO Registration Statement. 11 SunEdison maintains one of itsheadquarters in this District at 600 Clipper Drive, Belmont, California 12 94002. 13 18. Defendant Carlos Domenech Zornoza (“Zornoza”) was, at the time of the Offering, Chief 14 Executive Officer and director of the Company. Defendant Zornoza signed or authorized the signing of 15 the false and misleading Registration Statement and Prospectus. Correspondence from the SEC 16 regarding the TerraForm Global IPO was sent to Defendant Zornoza at SunEdison’s headquarters in 17 Belmont, California. 18 19. Defendant Jeremy Avenier (“Avenier”) was, at the time of the Offering, TerraForm 19 Global’s Chief Financial Officer (“CFO”). Defendant Avenier signed or authorized the signing of the 20 false and misleading Registration Statement and Prospectus. From April 2013 to August 2014, 21 Defendant Avenier was the CFO of SunEdison Solar Materials. Defendant Avenier’s “LinkedIn” 22 account represents that he is based in this District. 23 20. Defendant Ahmad Chatila (“Chatila”) was, at the time of the Offering, Chairman and 24 director of the Company. Defendant Chatila signed or authorized the signing of the false and misleading 25 Registration Statement and Prospectus. Defendant Chatila is SunEdison’s President and Chief 26 Executive Officer and is based at SunEdison’s headquarters in Belmont, California in this District. 27 28 6 CLASS ACTION COMPLAINT Case 5:15-cv-04981-BLF Document 1 Filed 10/29/15 Page 8 of 29 1 21. Defendant Martin Truong (“Truong”) was, at the time of the Offering, a director of the 2 Company. Defendant Truong signed or authorized the signing of the false and misleading Registration 3 Statement and Prospectus. Defendant Truong has served as SunEdison’s Vice President, General 4 Counsel and Secretary since April of 2013. 5 22. Defendant Brian Wuebbels (“Wuebbels”) was, at the time of the Offering, a director of 6 the Company. Defendant Wuebbels signed or authorized the signing of the false and misleading 7 Registration Statement and Prospectus. 8 23. Defendants Zornoza, Avenier, Chatila, Truong, and Wuebbels are collectively referred to 9 herein as the “Individual Defendants.” 10 24. The Individual Defendants each participated in the preparation of and signed (or 11 authorized the signing of) the Registration Statement and Prospectus. Defendant TerraForm Global and 12 the Individual Defendants who signed (or authorized the signing of) the Registration Statement are 13 strictly liable for the materially untrue and misleading statements incorporated into the Registration 14 Statement. The Individual Defendants, because of their positions with the Company, possessed the 15 power and authority to control the contents of TerraForm Global’s reports to the SEC, press releases, 16 and presentations to securities analysts, money and portfolio managers, and institutional investors, i.e., 17 the market. 18