SunEdison Gives Greenlight a Board Seat, Won't Issue New Shares

  • Einhorn's Greenlight taps Claire Gogel as independent director
  • Supermajority vote on board needed to authorize issuing shares

SunEdison Inc. agreed to appoint a Greenlight Capital nominee to its board, appeasing the activist investor hedge fund.

The worst-performing clean-energy company also agreed to refrain from issuing new shares after the close of its planned acquisition of Vivint Solar Inc., the Maryland Heights, Missouri-based solar developer said in a statement Wednesday.

Greenlight said Jan. 25 that it was seeking a seat on the board and that it may press for other changes in SunEdison’s strategic direction, including selling assets or the entire company, or naming new management.

Hedge fund manager David Einhorn’s Greenlight chose former partner Claire Gogel to serve as an independent director on SunEdison’s board and her appointment was effective immediately.

Also, upon completing its $1.9 billion purchase of Vivint, SunEdison agreed to change its bylaws to require for two years a supermajority vote by the board to approve the sale of new shares. That means two directors can block a new issuance except under certain exceptions. SunEdison announced plans to buy Vivint in July, and the terms were revised in December. Vivint shareholders are scheduled to vote on the deal next month.

“The new bylaw amendment makes clear our unequivocal commitment to SunEdison and its common shareholders,” Chairman Emmanuel Hernandez said in the statement.

SunEdison shares have slumped 83 percent in the past year, the most on the 104-member WilderHill New Energy Global Innovation of clean-energy companies.