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TerraForm Power Prices Public Offering of Common Stock

BETHESDA, Md., Jan. 15, 2015 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power") today announced the pricing of its underwritten public offering of 12 million shares of its Class A common stock at a price to the public of $29.33 per share. TerraForm Power has also granted the underwriters a 30-day option to purchase additional 1.8 million shares of its Class A common stock. The offering is expected to close on January 22, 2015 subject to satisfaction of customary closing conditions. TerraForm Power intends to use the net proceeds from the offering to fund a portion of the previously announced acquisition of certain power generation assets from First Wind.

The closing of the offering is not conditioned on, and is expected to be consummated before, the closing of the First Wind acquisition. In the event the First Wind acquisition is not completed, TerraForm Power intends to use the net proceeds of this offering to fund other acquisition opportunities that may become available to it or for general corporate purposes. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed.

Barclays, Goldman, Sachs & Co., Morgan Stanley, BofA Merrill Lynch, Citigroup and Macquarie Capital are serving as joint bookrunners in the offering.

A registration statement on Form S-1 relating to the shares of Class A common stock offered in the public offering described above was declared effective by the Securities and Exchange Commission (the "SEC") on January 15, 2015. The offering of these securities will be made only by means of a prospectus, copies of which may be obtained on the SEC's website at www.sec.gov. Copies of the prospectus related to the offering may also be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling (888) 603-5847 or by emailing barclaysprospectus@broadridge.com; Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282 or by emailing prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com; Citigroup Global Markets Inc., c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling (800) 831-9146 or by emailing prospectus@citi.com; or Macquarie Capital (USA) Inc., Attention: Prospectus Department, 125 West 55th Street, 22nd Floor, New York, NY 10019 or by calling (888) 268-3937 or by emailing us.prospectus@macquarie.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This communication contains forward-looking statements, including, but not limited to, statements regarding the completion and timing of the public offering, TerraForm Power's planned use of any proceeds from the public offering and TerraForm Power's ability to close the First Wind acquisition. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as "will," "expect," "estimate," "anticipate," "forecast," "plan," "believe," and similar terms. Although TerraForm Power believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets. Any forward looking information presented herein is made only as of the date of this press release, and TerraForm Power does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

CONTACT: Media: Bruce Dunbar bruce.dunbar@finsbury.com +1 (646) 805-2070 Investors/Analysts: Brett Prior TerraForm Power bprior@terraform.com +1 (650) 889-8628

Source:TerraForm Power, Inc.