Dec 01, 2014

​Marathon Capital Advises First Wind on Sale Transaction

CHICAGO, IL — December 1, 2014 — SunEdison, Inc. (NYSE: SUNE) and its yieldco platform, TerraForm Power, Inc. (NASDAQ: TERP) have signed a
definitive agreement to acquire First Wind for $2.4 billion. Equally owned by D.E. Shaw & Co. and Madison Dearborn Partners, First Wind is a leading
independent wind and solar development and asset management company in the U.S.

Marathon Capital served as an advisor to the Board of Managers of First Wind Holdings, LLC.

“Marathon Capital has known and advised First Wind and its Board for several years. We are delighted that this talented team is being combined into the
SunEdison platform,” said
Ted Brandt, CEO of Marathon Capital.

SunEdison will acquire over 1.6 GW of pipeline and a backlog of wind and solar projects that will be added to TerraForm Power’s project list which are
expected to become operational in 2015-2017. Over 600 MW of the pipeline projects are solar development projects. TerraForm Power will acquire 500
MW of contracted operating wind projects and 21 MW of contracted solar projects.

An additional 6.4 GW of project development opportunities are included in the transaction.

Brandt added, “the combination of SunEdison’s solar expertise with First Wind’s expertise in wind, surrounded by the growing financial prowess of SunEdison
and TerraForm should create a juggernaut. We are proud to have played a role in this critical transaction which we view as an endorsement of the growing
importance of the renewable energy industry.”

Headquartered in Boston, MA, First Wind focuses on developing and operating projects in the Northeastern and Western regions of the Continental United
States and in Hawaii. First Wind’s portfolio includes 1,300 MW of operating and under-construction wind and solar renewable energy assets.

Total transaction consideration for the acquisition of First Wind is up to $2.4 billion, comprised of $1.9 billion in upfront consideration and $510 million
in earn-out.

About Marathon Capital

Marathon Capital is a leading financial advisory and investment banking
firm focused on providing financial advice in the areas of M&A, capital raising of debt and equity, project finance, tax equity, financial restructuring,
recapitalization, bankruptcy and workout situations in the global energy and infrastructure markets. Marathon Capital is a two-time recipient for “Best
Renewable Asset M&A Advisor” in Power Finance & Risk’s Annual Power Finance Deals and Firms Awards (2013 & 2014).