3. Acquisition of Sun Edison LLC On November 20, 2009, we completed the acquisition of SunEdison in order to expand the scope of MEMC s solar related operations. SunEdison is a developer of solar power projects and a solar energy provider. As a result of the acquisition (MEMC acquired 100% of voting equity), SunEdison became a wholly owned subsidiary of MEMC Holdings Corporation, which is a wholly owned subsidiary of MEMC. The preliminary purchase price for SunEdison was $314.6 million, including cash, MEMC common stock and additional consideration. The preliminary purchase price is calculated as follows: In Millions Cash and payables $ 191.8 Shares of MEMC common stock (a) 45.8 Contingent consideration 77.0 Total preliminary purchase price including estimated contingent consideration $ 314.6 (a) The value was based upon the issuance of 3,795,066 common shares and the closing price of MEMC s common stock at November 20, 2009, the date of acquisition, or $12.08. The contingent consideration is to be paid to the former SunEdison unit holders if certain operational criteria are met from January 1, 2010 through December 31, 2010. In order for the full consideration to be paid, the surviving SunEdison entity would have to install 150 megawatts of solar photovoltaic projects in 2010 and achieve certain profitability thresholds. This would entitle the former SunEdison unit holders to an additional $89.0 million of a combination of cash and MEMC common stock. If SunEdison completes less than 80 megawatts of solar photovoltaic projects, no contingent consideration will be paid. If 80 megawatts or more are completed, the SunEdison unit holders will receive between $25.0 million and $89.0 million of cash and MEMC common stock, based on the terms of the merger agreement. MEMC has estimated the acquisition date fair value of the contingent consideration at $77.0 million, which reflects a discount at a credit adjusted interest rate for the period of the contingency. That measure is based on significant inputs that are not obse