EFTA01366489.pdf

Amendment #4 Page 60 of 868 Jule of (btMmti • a reduction in the pace or natural gee including as a result of new ailing technques a a relturston of associated repel/tory standards. and • the development d new dean energy technologies An increase in the availability of electricity or reduction in retail else:Platy prices in our target markets would make the purchase of solar or wind energy, as the case may Ct, less economics*/ attractwe In addition, a slit in the Tann° of peak rates for utilty.suppCd electricity to a time of day when solar and wind energy generator) is less &leant or nil available could make solar or wind energy less competes* and reduce demand If the avaiablity of energy were to increase Cf the price of electricey were to decrease in the markets in whch we operate, we would te at a compottere disadvantage. we may be unable to attract newcustomers and our growth may be limited Cabin oferr generation assets operate, pwasaY, without kofTeeca Pow SON agreement* Less than 1% of the total expected CAS) of our /gel portfolio is rot subject to ofitake arrangements We sell the energy produced with respect to this capacity n the merchant power market at the then current market prce determned by auction or other va made price determination medonsms. The price at which vie sea energy in these markets vanes, sometimes stanficanty. based on supply and demand If we are unade to sell energy produced with respect to this capacity on favorable terms. if al all. there may be a material adverse effect on our business. Manual condtion. results el operations and cash flows we are exposed to risks essocisted eke the projects in orsInked portfolio end the cell right projects that ere newly constructed or era uncap construction. Cur expedations for the operating performance of newly constructed papas and projects under construction are based on assunplons and est males made without the benefit of operating history drOieCtiOnS contained in tnt prospectus regarding our ateity to pay anndends to holders dad Class A common stock assume such prqects perlcon to our expectations However, the ability of these projects to 'eel our performance expectations is Subled to the rites inhered in newly constructed power generation facilites and the conStruden of such facilties, woludirg, but not ended to. degadation of equrorrent in excess of our expectations. system failures and CutageS The failure of these Iacl cies lo perform as we expect could have a rattersl adverse ertect on our business financal oonclitOn. results of operations and rash Saws and our ebony to pay dmdends to holders of our Class A consnon stock Addeo sly, certain of the projects in our initial portfolio and certain of the call mgt projects are still n development or under construclon Spechcaiy our initial portfolio includes we projects representing an aggregate of 128 2 MW that VA be contributed to us by ors Sponsor and three projects representing an aggregate of 159 4 JAW that are part of the Pending Aoquisitans that are still under construction and see all expected to read) COO by the end of 2015 IA% may experience delays a unexpected cogs during the completion d ecnstnflon of these projects and if any poled is rot competed according to speceication. we may incur liabilities and suffer reduced project effciency, hgber operatng costs and reduced cash flows For extmcle, the tariff image under the PPA associated without 82 0 MW solar project Coated in HonCkwas (ChokAece) wilt be decreased by approximately 24% over As teen in the event that the projects riot connected to a transmission network a does not meet Utter (ethical criteria by the end of July 2015 Our call rept projects that are in development or tinder construction may rot be competed on schedule a at al, in which ease any such projectwould no( be avertable for /equitation by us during the time frame we currently expect or at al Since as primary growth strategy is the acquisition of new dean energy projects, ncluding urger the Support Agreement, a detay in our ability to acquire a call right project card matenally and advensety affect our expected growth 52 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-0058017 CONFIDENTIAL SDNY_GM_00204201 EFTA01366489