UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 29~~August 16, 2016 (~~June~~August 279, 2016)

SunEdison, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware(State or other jurisdiction ofIncorporation) 1-13828(Commission File Number) 56-1505767(I.R.S. EmployerIdentification Number)

Delaware

1-13828

56-1505767

(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)~~

~~(314)~~Maryland ~~770-7300(Registrant's telephone number~~Heights, ~~including~~Missouri ~~area~~63043 ~~code) Not Applicable(Former name or former address, if changed since last report)~~

(Address of principal executive offices) (Zip Code)

(314) 770-7300

(Registrant’s telephone number, including area code)

Not Applicable

(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~~Soliciting ofmaterial ~~Directors~~pursuant orto ~~Certain~~Rule ~~Officers;~~14a-12 ~~Election~~under ofthe ~~Directors;~~Exchange ~~Appointment~~Act of(17 ~~Certain~~CFR ~~Officers; Compensatory Arrangements of Certain Officers~~ 240.14a-12)

~~Appointment~~¨ ofPre-commencement ~~Philip~~communications J.pursuant ~~Gund~~to asRule ~~Chief~~14d-2(b) ~~Financial~~under ~~Officer~~the Exchange Act (17 CFR 240.14d-2(b))

On¨ ~~June~~Pre-commencement ~~28,~~communications ~~2016,~~pursuant ~~SunEdison,~~to ~~Inc.~~Rule 13e-4(~~“SunEdison” or the “Company”~~c) ~~appointed~~under ~~Philip J. Gund as Chief Financial Officer of~~ the ~~Company,~~Exchange ~~effective~~Act ~~immediately. Mr. Gund, age 54, is a Senior Managing Director of Ankura Consulting Group, LLC~~ (~~“Ankura~~17 ~~Consulting~~CFR ~~Group”), a business advisory and expert services firm~~240. ~~Mr. Gund has more than 30 years of professional experience, including 26 years working with troubled companies, their creditors, investors and court~~13e-appointed officials. Mr. Gund has advised and assisted companies with various aspects of the workout process and has served as chief executive officer, chief restructuring officer, and chief financial officer. He recently served as Chief Restructuring Officer at Vivaro Corporation, one of the largest pre-paid phone card companies, and as Advisor to Infrastructure and Energy Alternatives, LLC, an alternative energy construction company. Mr. Gund was a Founding Principal of Marotta Gund Budd & Dzera, LLC 4(~~“MGBD”~~c), which Ankura Consulting Group acquired in 2016. Prior to forming MGBD, Mr. Gund was a Principal at Zolfo Cooper, LLC. Mr. Gund received a Bachelor in Business Administration from Pace University and is a certified public accountant and certified insolvency and restructuring advisor. The Company believes that Mr. Gund’s extensive financial experience and history of leadership will enable him to effectively supervise the Company’s financial operations.)

AsItem ~~part of Mr~~1.01 ~~Gund’s~~Entry ~~appointment as Chief Financial Officer, SunEdison and Ankura Consulting Group entered~~ into a ~~management~~Material ~~agreement,~~Definitive ~~dated as of June 28, 2016 (The “Management~~ Agreement”). The fees for the services provided by Mr. Gund will be fixed at a monthly rate of $125,000 per month and will be paid to Ankura Consulting Group. In addition, Ankura Consulting Group will be entitled to a discretionary success fee to be determined by the Company’s Chief Executive Officer and Chief Restructuring Officer and the Company’s Board of Directors, subject to the approval by the bankruptcy court.

~~The~~Amendment ~~engagements under the Management Agreement shall continue on a month~~ to ~~month basis until terminated by either party at~~ the ~~end~~DIP ofCredit ~~any~~Agreement ~~such~~and ~~month upon written notice~~ Supplements to the ~~other~~Prepetition ~~party~~Second ~~given~~Lien atIndenture ~~least thirty days prior to the end of such month.~~

~~The~~Sun ~~terms~~Edison, Inc. (the “Company”), a debtor and debtor-in-possession in a pending case (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the ~~Management~~“Bankruptcy Court”) under Chapter 11 of the United States Bankruptcy Code, obtained certain amendments to that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, ~~remain~~dated ~~subject~~as of April 26, 2016 (as amended, the “DIP Credit Agreement”), entered into by and among the Company, the lenders from time to time party thereto (the “DIP ~~approval~~Lenders”), ofDeutsche Bank AG New York Branch, as administrative agent (in such capacity, the ~~bankruptcy~~“DIP ~~court~~Agent”), and the letter of credit issuers and other financial institutions and entities party thereto from time to time. Such amendments are reflected in ~~all~~that ~~respects~~certain Amendment No. 5 to Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of July 28, 2016 (the “DIP Amendment”), among the Company, the DIP Lenders party thereto and the DIP Agent.

The ~~foregoing~~DIP ~~summary~~Amendment ofmodifies certain provisions in the ~~Management~~DIP Credit Agreement ~~does~~relating ~~not~~to, ~~purport~~among toother bethings: ~~complete~~(a) guaranty and collateral ismatters; ~~qualified~~(b) incertain ~~its~~milestones ~~entirety~~relating byto ~~reference~~the toCompany’s restructuring efforts; (c) asset sales, including designated assets that constitute permitted dispositions under the ~~Management~~DIP Credit Agreement,; a(d) ~~copy~~intercompany ofloans ~~which~~and restricted ispayments; ~~attached~~(e) withdrawals from the DIP Facilities Blocked Accounts (as ~~Exhibit~~defined 10in the DIP Credit Agreement); and (f) permitted liens.1 toIn ~~this~~connection ~~Current~~with ~~Report~~the onDIP ~~Form~~Amendment, ~~8-K~~the ~~and~~requisite isDIP ~~incorporated~~Lenders ~~herein~~also byapproved ~~reference~~an updated 13-week budget.

~~Departure~~In addition, the Company finalized certain amendments to that certain Indenture, dated as of ~~Ilan~~January ~~Daskal~~11, 2016 (as ~~Chief~~amended, ~~Financial~~the “Prepetition ~~Officer~~Second Lien Indenture”), that governs the Company’s existing outstanding 5% Guaranteed Convertible Senior Secured Notes due 2018 (the “Prepetition Second Lien Notes”), entered into by and among the Company, the subsidiaries of the Company from time to time party thereto as guarantors and Wilmington Trust, National Association, as trustee (in such capacity, the “Notes Trustee”). Such amendments are reflected in that certain First Supplemental Indenture, dated as of August 9, 2016 (the “First Supplemental Indenture”), among the Company, the subsidiaries of the Company party thereto as guarantors and the Notes Trustee. The First Supplemental Indenture modifies certain provisions in the Prepetition Second Lien Indenture in order to (a) facilitate the provision by certain of the Company’s subsidiaries of guaranties of, and liens securing, the Prepetition Second Lien Notes pursuant to covenants of the Company set forth in the DIP Credit Agreement and (b) empower, authorize and direct the Notes Trustee to take actions related to the performance by the Company and its subsidiaries under the DIP Credit Agreement and/or the Final DIP Financing Order. In connection therewith, the Company and certain of its subsidiaries that are also guarantors under the DIP Credit Agreement (collectively, the “Additional Guarantors”) also entered into that certain Second Supplemental Indenture, dated as of August 10, 2016 (the “Second Supplemental Indenture”), among the Company, the Additional Guarantors and the Notes Trustee, documenting the guaranty of the Prepetition Second Lien Notes required by the DIP Credit Agreement. The Additional Guarantors also provided a guaranty of the obligations under the Company’s Second Lien Credit Agreement, dated as of January 11, 2016 (as amended, the “Prepetition Second Lien Credit Agreement”). In connection with such guaranties, the Additional Guarantors also granted liens on their assets that constitute collateral under the DIP Credit Agreement, which liens secure the Prepetition Second Lien Notes and obligations under the Company’s Prepetition Second Lien Credit Agreement.

OnThe ~~June~~foregoing ~~27,~~descriptions ~~2016~~of the First Supplemental Indenture, ~~Ilan~~the ~~Daskal~~Second ~~resigned~~Supplemental ~~from~~Indenture ~~his~~and ~~employment~~the ~~with~~DIP Amendment ~~SunEdison~~do not purport to be complete and ~~his~~are ~~positions~~qualified asin ~~Chief~~their ~~Financial~~entirety ~~Officer~~by ~~designee~~reference to the text of such documents, which are filed as Exhibits 4.1, 4.2 and ~~Executive~~10.1 ~~Vice~~hereto, ~~President~~respectively, ~~effective~~and ~~immediately~~are incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

OnIn ~~June~~connection 28with the DIP Amendment, on July 8, 2016, the Company ~~issued~~delivered aan ~~press~~updated ~~release~~Schedule ~~regarding~~5.13(a) to the ~~appointment~~DIP Credit Agreement consisting of Mran updated organizational structure chart of the Company and its subsidiaries. ~~Gund~~The DIP Amendment amended Schedule 1.01(f), the list of “Specified Subsidiaries,” which subsidiaries are required to become secured guarantors of the Company’s obligations under the DIP Credit Agreement as ~~Chief~~well ~~Financial~~as ~~Officer~~the obligations under the Company’s Prepetition Second Lien Credit Agreement and the Prepetition Second Lien Notes, subject to exceptions as set forth therein. A ~~copy~~The organizational chart, Schedule 1.01(f) and the entire list of secured guarantors party to the ~~press~~DIP ~~release~~Credit isAgreement ~~furnished~~and the Prepetition Second Lien Indenture dated as of August 7, 2016 (collectively, the “Disclosure Materials”) are attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the ~~press~~Disclosure ~~release~~Materials isare deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the ~~Securities~~ Exchange Act. ~~of 1934, as amended~~

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Description


Exhibit 4.1		First Supplemental Indenture, dated as of August 9, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the subsidiaries of SunEdison, Inc. party thereto as guarantors and Wilmington Trust, National Association, as trustee.

Exhibit 4.2		Second Supplemental Indenture, dated as of August 10, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the subsidiaries of SunEdison, Inc. party thereto as guarantors and Wilmington Trust, National Association, as trustee.

Exhibit 10.1		Amendment No. 5 to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of July 28, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent.

Exhibit 99.1		Disclosure Materials.

10.1 Management Agreement between SunEdison, Inc. and Ankura Consulting Group, LLC dated as of June 28, 2016

99.1 Press Release dated June 28, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

		SUNEDISON, INC.
Date:	June 29, 2016	By:	/s/ Martin H. Truong
			Martin H. TruongSenior Vice President, General Counsel and Corporate Secretary

Date: August 16, 2016


SUNEDISON, INC.

By:		/s/ John S. Dubel
Name:		John S. Dubel
Title:		Chief Executive Officer and Chief Restructuring Officer

EXHIBIT INDEX

10.1		Management Agreement between SunEdison, Inc. and Ankura Consulting Group, LLC dated as of June 28, 2016
Exhibit No.		Description
99.1		Press Release, dated June 28, 2016.
Exhibit 4.1		First Supplemental Indenture, dated as of August 10, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the subsidiaries of SunEdison, Inc. party thereto as guarantors and Wilmington Trust, National Association, as trustee.
Exhibit 4.2		Second Supplemental Indenture, dated as of August 10, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the subsidiaries of SunEdison, Inc. party thereto as guarantors and Wilmington Trust, National Association, as trustee.
Exhibit 10.1		Amendment No. 5 to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of July 28, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent.
Exhibit 99.1		Disclosure Materials.

Filing Compare · SUNEDISON, INC.