SunEdison, Inc. and Greenlight Capital, Inc. today announced two mutually agreed upon corporate governance initiatives.
Under the arrangement, SunEdison's Board of Directors appointed Claire Gogel as an independent director, effective immediately. Ms. Gogel is a private investor and a former Partner at Greenlight Capital, with 20 years of experience in portfolio and hedge fund management. She will also be joining the Nominating and Corporate Governance Committee and the Finance and Investment Committee of SunEdison's Board of Directors.
Under the same arrangement, following the closing of its pending acquisition of Vivint Solar, SunEdison will amend its bylaws to provide that, for a period of two years, the company will not be permitted to make equity issuances without a supermajority vote of the Board (which is not obtained if two or more directors vote against such issuances), except in limited circumstances.
This bylaw amendment will not affect any of the company's contractual commitments existing at the time it is adopted. Until the bylaw amendment is effective, the company will consult with Greenlight Capital regarding issuances of equity securities, with certain exceptions.
Emmanuel T. Hernandez, Executive Chairman of the Board of SunEdison, said:
"As we work to navigate current market conditions, we are very pleased that we will have the benefit of tapping the expertise of a highly-qualified director endorsed by a significant shareholder. We also believe that the new bylaw amendment makes clear our unequivocal commitment to SunEdison and its common shareholders."
Kirkland & Ellis LLP served as legal advisor to SunEdison on the arrangement, while Willkie Farr & Gallagher LLP advised Greenlight Capital.