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TerraForm Power Prices Public Offering of Common Stock

BETHESDA, Md., June 18, 2015 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power") today announced the pricing of its underwritten public offering of 15,750,000 shares, or approximately $599 million, of its Class A common stock at a price to the public of $38.00 per share. TerraForm Power has also granted the underwriters a 30-day option to purchase an additional 2,362,500 shares, or approximately $90 million, of its Class A common stock at the price to the public. The offering is expected to close on June 24, 2015 subject to satisfaction of customary closing conditions. TerraForm Power intends to use the net proceeds from the offering, along with the net proceeds of its recently completed offering of $150 million of its senior notes due 2023, to (a) repay amounts outstanding on its revolving credit facility, which amounts were used to fund previously announced acquisitions including Canadian solar plant acquisitions and the acquisition of certain solar generation facilities from a wholly-owned subsidiary of Integrys Energy Group, Inc., and (b) for general corporate purposes, which may include the funding of future acquisitions from its sponsor (SunEdison, Inc.) (NYSE:SUNE), future acquisitions from third parties, and/or debt repayment. To the extent the underwriters exercise their 30-day option to purchase additional shares, the net proceeds will be used to purchase Class B units of TerraForm Power, LLC, at the price to the public less the underwriting discount, from TerraForm Power's sponsor.

Morgan Stanley, J.P. Morgan, Barclays, Citigroup, BofA Merrill Lynch, Macquarie Capital, and UBS Investment Bank 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 June 18, 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 Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; J.P. Morgan via Broadridge Financial Solutions, 1155 Long Island Avenue Edgewood, New York, 11717, Telephone: (866) 803-9204, prospectus-eq_fi@jpmchase.com; 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; 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; BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com; 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; or UBS Investment Bank Attn: Prospectus Dept., 1285 Avenue of the Americas, New York, NY 10019, Phone: (888) 827-7275.

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 pending acquisitions. 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: Anne Granfield Finsbury for TerraForm Power anne.granfield@finsbury.com +1 (646) 805-2033 Investors/Analysts: Brett Prior TerraForm Power bprior@terraform.com +1 (650) 889-8628

Source:TerraForm Power, Inc.