By: Matt Rego
SunEdison, Inc. (OTC Pink: SUNEQ)’s troubles continue as the renewable energy company attempts to restructure in bankruptcy court. The company’s stock was down as much as 14% in early trading on May 17th, 2016, after the company announced that it had fired its CFO Brian Wuebbels and warned the SEC of delayed first quarter earnings results. Nearly 5 million shares have changed hands in the first hour of trading or nearly $696,000 in dollar volume.
The recent developments are only the latest in the continuing SunEdison, Inc. (OTC Pink: SUNEQ) saga. The renewable energy firm originally entered Chapter 11 bankruptcy protection on April 21, 2016. Thanks to the company’s acquisition spree in recent months, SunEdison, Inc. (OTC Pink: SUNEQ) has amassed around $11.7 billion in debt. The massive debt load is cited by management as the reasoning behind the delay in reporting first quarter earnings, due to complexities with the report. Here is the 8-K detailing of the Wuebbels departure and form 12b-25 detailing of the company’s late filing:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2016 (May 10, 2016)
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
13736 Riverport Dr.
Maryland Heights, Missouri 63043
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2 below):
|o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 10, 2016 SunEdison, Inc. (“SunEdison” or the “Company”) provided Brian Wuebbels, the Company’s Chief Administration Officer, Chief Accounting Officer and Chief Financial Officer, a formal 30-day notice (the “Notice”) of the termination of his employment at the Company. Mr. Wuebbels last day of employment will be June 9, 2016. During the 30-day notice period (the “Notice Period”), Mr. Wuebbels will report to Mr. John Dubel, the Company’s Chief Restructuring Officer, and his title will be Advisor to the Chief Restructuring Officer.
Mr. Ilan Daskal will remain SunEdison’s Chief Financial Officer designee until Mr. Daskal and SunEdison agree to remove the designee title.
Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|Date:||May 12, 2016||By:||/s/ Martin H. Truong|
|Martin H. Truong
Senior Vice President, General Counsel
and Corporate Secretary
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
NOTIFICATION OF LATE FILING
Commission File Number: 001-13828
|(Check one):||¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q
¨ Form N-SAR ¨ Form N-CSR
|For Period Ended: March 31, 2016|
|¨ Transition Report on Form 10-K|
|¨ Transition Report on Form 20-F|
|¨ Transition Report on Form 11-K|
|¨ Transition Report on Form 10-Q|
|¨ Transition Report on Form N-SAR|
|For the Transition Period Ended:|
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable
PART I — REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
|13736 Riverport Drive, Maryland Heights, Missouri, 63043|
Address of Principal Executive Office
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the Registrant seeks relief pursuant to Rule 12b-25(b),the following should be completed. (Check box if appropriate.)
|¨||(a)||The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|(b)||The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
|(c)||The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.|
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.
SunEdison, Inc. (the “Company”) is unable to timely file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 (the “Form 10-Q”) without unreasonable effort or expense. The delay in filing the Form 10-Q is primarily due to the Company’s previously disclosed inability to file its Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”). Until the Company completes and files the Form 10-K, it will be unable to complete and file the Form 10-Q. The Form 10-K continues to be delayed due to the previously disclosed identification by management of material weaknesses in its internal controls over financial reporting, primarily resulting from deficient information technology controls in connection with newly implemented systems. Because of these material weaknesses, additional procedures are necessary for management to complete the Company’s annual financial statements and related disclosures, and for the finalization of the audit of the Company’s annual financial statements and the effectiveness of internal controls over financial reporting as of December 31, 2015. To date, the additional procedures performed as a result of the material weaknesses identified have not resulted in the identification of any material misstatements or restatements of the Company’s audited or unaudited consolidated financial statements or disclosures for any period previously reported by the Company. In addition, the Company is currently seeking the appointment of an independent accounting firm through the bankruptcy court.
The Company is working to prepare and file the Form 10-K and the Form 10-Q, including completing the processes related to such filing and an assessment of the Company’s financial position, but does not anticipate being able to file the Form 10-Q within the 5 calendar day period set forth in Rule 12b-25 under the Securities Exchange Act, as amended. The complexity of completing the Form 10-K and the Form 10-Q has increased substantially compared to the prior periods due to the Company’s previously disclosed filing of a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on April 21, 2016.
Cautionary Statement Regarding Forward-Looking Statements
This form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as “expect,” “anticipate,” “believe,” “intend,” “plan,” “seek,” “estimate,” “predict,” “project,” “goal,” “guidance,” “outlook,” “objective,” “forecast,” “target,” “potential,” “continue,” “would,” “will,” “should,” “could,” or “may” or other comparable terms and phrases. All statements that address operating performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. They may include estimates of expected cash available for distribution, earnings, revenues, capital expenditures, liquidity, capital structure, future growth, and other financial performance items (including future dividends per share), descriptions of management’s plans or objectives for future operations, products, or services, or descriptions of assumptions underlying any of the above. Forward-looking statements reflect the Company’s current expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although the Company believes its expectations and assumptions are reasonable, it can give no assurance that these expectations and assumptions will prove to have been correct and actual results may vary materially.
PART IV — OTHER INFORMATION
|(1)||Name and telephone number of person to contact in regard to this notification|
|(Name)||(Area Code)||(Telephone Number)|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ¨ Yes x No
The Company’s Form 10-K for the fiscal year ended December 31, 2015
Is it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes ¨ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company cannot make a reasonable estimate of any potential change in its results of operations for the period indicated because the Company needs to complete the steps and tasks necessary to finalize the Company’s annual financial statements and quarterly financial statements and to provide the information needed for the Company’s independent accounting firm to complete its review of those financial statements and of the Company’s internal controls over financial reporting.
(Exact name of Registrant as specified in its Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date:||May 12, 2016||By:||/s/ Ilan Daskal|
|Executive Vice President and Chief
Financial Officer designee