EFTA01366595.pdf

Amendment #4 Page 166 of 868 'ante co! cm The above amounts do not ridude any indebtechess we incised or assumed sate thEL date in connecton with expending cur meal patlobo See 'UiauOted pro forma ccedersed financial statements.' Acrlasttons Fdtvang the completion of this offering, we expect to continue to acquire additional projects. We expect to wax° certain of the Call Right Projects, Third.Party Cal RigM Projects and SirEdson ROFO Projects from SurEdson and third-party developers of clean power generation assets We cb rot expect to have sufficient amounts of cash on hand to fuld the acquisition costs of all d such Call RoM Protects, Third-Party Call Right Ramis ano SurEdison RCFO Prcsects As a reset, we will need to (name a portion of such acquisitions by eller raising aciditiorel equity or issuing new debt We believe ttet we will nave the fronting capacity to pursue such opportunities. but we are subject to busies, operational and maaoeca-cmic nslG that caJd adversely affect our cash bows and ability to rase capita A material decrease in our cash flows a ckirmtun in the equity or debt capital markets wood likely produce a correspaxIng adverse effect on our ability to finance such acdisitions Cash dirk:rends to Investors We intend to cause Global LLC to distnbute to its unrtholders in the form of a quarterty Ostntution a portion of the cash available for distribution that is generated each garter after appropriate reserves for our working capital reeds and the prudent conduct of as business In turn. we intend to use to a moist of cash evadede for dstnbuton that Global reserves from such dinette= to pay quarterly civiclenCtS to the hatters of our Class A common stock The cash available for distribution is likely to fluctuate from quarter to quarter and m some cases uortbcantly t ant projects experience higher than normal downtime as a rerun of equOment failurea.cecimm grid dsrupton or curtailment weather dsruplons a other events beyond our control. We expect our dviderd payout ratio to vary as we intend to maintain or rcrease our dividend despite variations in our cash avarlahre for OsloC..6cm from period to period Global LLC s a racing company and will be dependent on recemng cash distiblons tan Gebel Operating LLC n order to fusel quarterly dianbutons to its untholders rcluding Global Global Operating LLC s at* a racing company and call in turn be &icemen on recemng Cash 06n:oboes from its project-level subsidence to fund any dismbutons to Global LLC. The ability of such project.level s'Osoliarres to make cash distributions to Global Operating LLC may be restncted by, among other things, the provisions of existing and /lure indebtedness or other Ananong agreemerts applicable national. provincial, state and local oxporeXn laws and other Laws and regulators, such as Centel COMMIS that either reetnct investment by tOreygn sauces. rested the transfer of capital to lager, reagent. Or both Some Of tre paiSclaale in which the projects ri our 'MIS portfolio are boated imcoee mgenal mnaatons on their ability to make cash distributons to Global Operating LLC. For example, Sash Alcoa currently has an exchange contra regime which includes restnctons on exportrg capital from South Afnca. Once the appropriate regulatory approval is obtained. however, we beleve that these resthchons will not moose significant constraints on the abilay of any South Afncan project-level subsclary that we may acquire in the future to cestntute its earrings to Global Operating LLC See 'Cash dividend pcliCy—Assumptions and considerations.' 158 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058123 CONFIDENTIAL SONY GM_00204307 EFTA01366595