13D Filing: Greenlight Capital Reiterates Bullish Stance on Sunedison, Inc. (SUNE)

SCHEDULE 13D

(1) This number includes (i) 907,500 shares of Common Stock issuable upon conversion of the outstanding 2.00% Convertible Senior Notes due 2018 owned by the Reporting Person, (ii) 983,393 shares of Common Stock issuable upon the exercise of warrants owned by the Reporting Person and (iii) 1,732,932 shares of Common Stock issuable upon conversion of the outstanding 5.00% Senior Secured Convertible Notes due 2018 owned by the Reporting Person. The outstanding 5.00% Senior Secured Convertible Notes due 2018 may not be presently convertible within 60 days, however such notes may become convertible into shares of Common Stock in accordance with their terms following the date of this Schedule 13D.

SCHEDULE 13D

(2) This number includes (i) 200,024 shares of Common Stock issuable upon conversion of the outstanding 2.00% Convertible Senior Notes due 2018 owned by the Reporting Person, (ii) 217,671 shares of Common Stock issuable upon the exercise of warrants owned by the Reporting Person and (iii) 382,533 shares of Common Stock issuable upon conversion of the outstanding 5.00% Senior Secured Convertible Notes due 2018 owned by the Reporting Person. The outstanding 5.00% Senior Secured Convertible Notes due 2018 may not be presently convertible within 60 days, however such notes may become convertible into shares of Common Stock in accordance with their terms following the date of this Schedule 13D.

SCHEDULE 13D

(3) This number includes (i) 414,606 shares of Common Stock issuable upon conversion of the outstanding 2.00% Convertible Senior Notes due 2018 owned by the Reporting Person, (ii) 454,878 shares of Common Stock issuable upon the exercise of warrants owned by the Reporting Person and (iii) 803,866 shares of Common Stock issuable upon conversion of the outstanding 5.00% Senior Secured Convertible Notes due 2018 owned by the Reporting Person. The outstanding 5.00% Senior Secured Convertible Notes due 2018 may not be presently convertible within 60 days, however such notes may become convertible into shares of Common Stock in accordance with their terms following the date of this Schedule 13D.

SCHEDULE 13D

(4) This number includes (i) 614,630 shares of Common Stock issuable upon conversion of the outstanding 2.00% Convertible Senior Notes due 2018 owned by the Reporting Person, (ii) 672,549 shares of Common Stock issuable upon the exercise of warrants owned by the Reporting Person and (iii) 1,186,399 shares of Common Stock issuable upon conversion of the outstanding 5.00% Senior Secured Convertible Notes due 2018 owned by the Reporting Person. The outstanding 5.00% Senior Secured Convertible Notes due 2018 may not be presently convertible within 60 days, however such notes may become convertible into shares of Common Stock in accordance with their terms following the date of this Schedule 13D.

SCHEDULE 13D

(5) This number includes (i) 1,522,130 shares of Common Stock issuable upon conversion of the outstanding 2.00% Convertible Senior Notes due 2018 owned by the Reporting Person, (ii) 1,655,942 shares of Common Stock issuable upon the exercise of warrants owned by the Reporting Person and (iii) 2,919,331shares of Common Stock issuable upon the conversion of outstanding 5.00% Senior Secured Convertible Notes due 2018 owned by the Reporting Person. The outstanding 5.00% Senior Secured Convertible Notes due 2018 may not be presently convertible within 60 days, however such notes may become convertible into shares of Common Stock in accordance with their terms following the date of this Schedule 13D.

This Schedule 13D (this “Schedule 13D”) relates to the Common Stock, par value $0.01 per share (“Common Stock”), of SunEdison, Inc. (the “Company”), a Delaware corporation.  The Company’s principal executive offices are located at 13736 Riverport Drive, Suite 180, Maryland Heights, Missouri 63043.  The Reporting Persons (as defined below) previously filed a Schedule 13G pursuant to the provisions of Rule 13d-1(b) under the Exchange Act (as defined below).

Greenlight Inc. acts as investment manager for Greenlight Capital, L.P., a Delaware limited partnership (“GCLP”), Greenlight Capital Qualified L.P., a Delaware limited partnership (“GCQP”), and Greenlight Capital Offshore Partners (“GCO”), a British Virgin Islands partnership. Advisors acts as the investment manager for a managed account (“Managed Account”). DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“GGOM”), and for Greenlight Capital (Gold), LP, a Delaware limited partnership (“GGLP”). GCLP, GCQP, GCO, Managed Account, GGOM, GGLP and the Reporting Persons are referred to herein collectively as “Greenlight”.

The Reporting Persons may be deemed to beneficially own the Common Stock reported herein in light of the Reporting Persons’ voting and investment powers with respect thereto. Each of the Reporting Persons disclaims beneficial ownership of such Common Stock except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for any purpose.

(b)  The business address of each of the Reporting Persons is 140 East 45^th Street, 24^th Floor, New York, New York 10017.

(c) The principal business of each of Greenlight, Inc., DME CM and Advisors is to provide investment management services to individuals and institutions. The principal business of Advisors GP is to serve as the general partner of DME CM and Advisors. The principal occupation of Mr. Einhorn is investment management.

(d) None of the Reporting Persons, during the last five years, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons, during the last five years, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Common Stock reported herein as being beneficially owned by the Reporting Persons was purchased using working capital of Greenlight. The Reporting Persons expended an aggregate of approximately $243,195,201 of their working capital to purchase the Common Stock and other securities that are convertible into or exercisable for Common Stock reported as beneficially owned by the Reporting Persons in this Schedule 13D. Such shares and other securities were acquired through open market purchases and transactions with the Company as described in Item 6 below.

All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on (x) the approximately 395,236,198 shares of Common Stock issued and outstanding, calculated as the sum of (i) 316,936,198 shares of Common Stock issued and outstanding as of January 5, 2016, as reported by the Company in its Prospectus Supplement on Form 424B3 as filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2016, (ii) approximately 51,900,000 shares of Common Stock, issued in connection with the Exchange Transactions described below in Item 6 and as reported by the Company in its Current Report on Form 8-K filed with the SEC on January 13, 2016 and (iii) approximately 26,400,000 shares of Common Stock, issued pursuant to the exercise of warrants issued in connection with the Second Lien Credit Facility (as defined below) as reported by the Company in its Current Report on Form 8-K filed with the SEC on January 13, 2016 plus (y), with respect to each Reporting Person, the  shares of Common Stock issuable upon the exercise of warrants owned by the applicable Reporting Person, the shares of Common Stock issuable upon the conversion of the Company’s 2.00% Convertible Senior Notes due 2018 owned by the applicable Reporting Person and the shares of Common Stock issuable upon the conversion of the Company’s 5.00% Senior Secured Convertible Notes due 2018 owned by the applicable Reporting Person.

(d) Not applicable.

(e) Not applicable.

GCLP, GCQP, GGLP, GCOP, GGOM and the Managed Account (collectively, the “Greenlight Entities”) have entered into cash settled swaps (the “Swaps”) with respect to an aggregate of 6,424,234 shares of Common Stock. The Swaps provide the Greenlight Entities with economic results that are comparable to the economic results of ownership but do not provide them (or Reporting Persons acting on their behalf) with the power to vote or direct the voting or dispose of or direct the disposition of any shares of Common Stock. The counterparties to the Swaps are unaffiliated third party financial institutions.

On January 6, 2016, the Greenlight Entities entered into the transactions listed on Schedule A hereto pursuant to a series of exchange agreements with the Company pursuant to which the Greenlight Entities exchanged an aggregate of (i) $25,000,000 in aggregate principalamount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $7,875,000 in aggregate principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 28,750 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $21,895,000 in aggregate principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 2,448,800 shares of Common Stock (the “Exchange Transactions”).  A more detailed description of the Exchange Transactions can be found by referencing the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2016.

On January 11, 2016, each of the Greenlight Entities entered into a Second Lien Credit Agreement (the “Second Lien Credit Facility”) by and among the Company, as borrower, certain guarantor parties thereto, the Greenlight Entities, each other lender from time to time party thereto,  Deutsche Bank AG New York Branch, as administrative agent, Deutsche Bank Securities Inc., Barclays Bank PLC, Macquarie Capital (USA) Inc. and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners and Deutsche Bank Securities Inc., as sole syndication agent and as sole documentation agent, pursuant to which the Greenlight Entities provided $41,895,000 in aggregate

principal amount of the Second Lien Credit Facility for the Company.  In connection with its entry into the Second Lien Credit Facility, the Greenlight Entities received warrants to purchase, in aggregate, approximately 1,655,942 shares of Common Stock.  The foregoing description of the Second Lien Credit Facility set forth herein is not complete and is qualified in its entirety by reference to the Second Lien Credit Facility attached as an Exhibit hereto.

In connection with the Exchange Transactions and the Second Lien Credit Facility, Greenlight entered into a registration rights agreement, dated as of January 6, 2016, by and among the Company and other participating investors in such transaction, pursuant to which the Company provided certain registration and other rights with respect to Common Stock issued in the Exchange Transactions and the Common Stock issuable to such persons upon the conversion of the convertible notes or upon the exercise of the warrants, in each case, issued in the Exchange Transactions and in connection with the Second Lien Credit Facility.

1. Exhibit 99.1 – Joint Filing Agreement

2. Exhibit 99.2 –  Second Lien Credit Agreement, dated as of January 11, 2016, by and among the Company, the Greenlight Entities, Deutsche Bank AG New York branch, Deutsche Bank Securities Inc., Barclays Bank PLC, Macquarie Capital (USA) Inc. and KeyBanc Capital Markets Inc., incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 13, 2016

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 25, 2016

**  The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13D on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.

Transaction:	Seller/Purchaser:	Date:	No. Shares:	Price Per Share:
Open Market Purchase	GCLP	11/24/2015	265,394	$3.5074
Open Market Purchase	GCQP	11/24/2015	1,521,315	$3.5074
Open Market Purchase	GGLP	11/24/2015	1,043,693	$3.5074
Open Market Purchase	GCLP	11/25/2015	65,937	$3.7064
Open Market Purchase	GCQP	11/25/2015	377,968	$3.7064
Open Market Purchase	GGLP	11/25/2015	259,303	$3.7064
Open Market Sale	GCLP	12/28/2015	234,500	$5.5291
Open Market Sale	GCLP	12/28/2015	37,200	$5.5098
Open Market Sale	GCQP	12/28/2015	1,345,064	$5.5291
Open Market Sale	GCQP	12/28/2015	213,300	$5.5098
Open Market Sale	GGLP	12/28/2015	974,300	$5.5291
Open Market Sale	GGLP	12/28/2015	154,500	$5.5098
Open Market Sale	GCLP	12/29/2015	67,300	$5.122
Open Market Sale	GCLP	12/29/2015	210,300	$5.0715
Open Market Sale	GCQP	12/29/2015	386,427	$5.122
Open Market Sale	GCQP	12/29/2015	1,206,765	$5.0715
Open Market Sale	GGLP	12/29/2015	279,900	$5.122
Open Market Sale	GGLP	12/29/2015	873,900	$5.0715

1.

On January 6, 2016, GCQP exchanged (i) $4,895,200 in principal amount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $1,546,000 in principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 5,640 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $4,290,000 in principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 480,391 shares of Common Stock.

2.

On January 6, 2016, GCLP exchanged (i) $851,800 in principal amount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $269,000 in principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 990 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $746,000 in principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 84,324 shares of Common Stock.

3.

On January 6, 2016, GCO exchanged (i) $9,085,800 in principal amount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $2,868,000 in principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 10,450 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $7,961,000 in principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 890,085 shares of Common Stock.

4.

On January 6, 2016, Managed Account exchanged (i) $3,274,100 in principal amount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $1,034,000 in principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 3,790 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $2,869,000 in principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 322,816 shares of Common Stock.

5.

On January 6, 2016, GGLP exchanged (i) $3,412,700 in principal amount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $1,067,000 in principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 3,880 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $2,984,000 in principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 330,481 shares of Common Stock.

6.

On January 6, 2016, GGOM exchanged (i) $3,480,400 in principal amount of the Company’s 2.625% Convertible Senior Notes due 2023, (ii) $1,091,000 in principal amount of the Company’s 3.375% Convertible Senior Notes due 2025 and (iii) 4,000 shares of the Company’s 6.75% Series A Perpetual Convertible Preferred Stock for (a) $3,045,000 in principal amount of the Company’s 5.00% Senior Secured Convertible Notes due 2018 and (b) 340,703 shares of Common Stock.