EFTA01366491.pdf

Amendment #4 Page 62 of 868 .Cs!! on • fewer third party occlusion opporturines then we expect which card resin from, among other things available projects raving less desiratie economic returns or higher risk prates than we believe suitable for our business pan and investment Strategy. • our Sponsor's these tocomplete the development of (lithe Call Rght Propels. which courd result from. among other things, challenges n oast-mg necessary permits. faiure to procure the requisite financing, equipmert or nterconnecbcn. or an inability to satisfy the =citrons to effectiveness of project agreements such as PPM. and (n) any of the other projects in its development metre n a tamely rennet. or at at, in either case, which could lard our acqueition opportunites under the Swoon Agreernere; • our failure to reach an agreement with OUr Sponsor and thrd panes regarding pricing of the applicable call right projects, and • ow failure to exercise as nghts under the Support Agreement or third-party cal rights ageements to aware assets from our Sponsor or such third parties. We will rot be able to aaseve our target dwdend per share &nisi growth rate unless we are able to acquire aciational dean energy projects in emerging markets at favorable prices Even if we cansummete acquit:tens that we believe will be accretve to our dividends per share these aoquisitons may in fact result in a decrease nn evil per share as a result of it rioneCt asstenplons in our evaluston of such acquisitions urioreseen consequences or other external events beyond our contra Our acquisition slralsgy exposes us to subatentrel deka The ao;ursiton of power generation assets is sirojecl to sktetantial nsks ocluding the lease to identify material problems during due dagence (kir which we may net be indernndied postelosing), the r$10( of over-paying fa assets or not making acquisitions on an accretive base the Malay to obtainor retain customers and d the woods are in new markets. the risk of entering markets and technologies where we have limited a no experience. In addit on, any control deficiencies in the accosting systems of the assets we acqure may make it more difficult to integrate them into our own accounting systems While we wit perform at ***licence on prospective appositions, we may not be able to dscover all potentel operational defelenots in such projects The integralon and consotdaton Of SallsellaIS requires substantial human financial and other resources and may Owen rrenagerneree attention from our matting business COnCerre, cirup4 Our ongoing buSineSS Or otherwise fat to be successfully 'negated There can be ro assurance tn t any Uwe acquartens wit perform as expected or that the returns from such acquisitions will support the financing Wiled to acquire them a maintain them As a result the ccrewninat on of acquisitions new hero a rnalenal adverse effect on one ability to execute our growth strategy, business. Inertial cordition, resuns of operations and cash flows and ability to pay dMdends to holders of our Class A common stock in aide on, the development a clean energy protects is a capital raiment high-risk business that relies heavily on the availablity of debt and equty financing sources to fired projected constiucbon and other projected capital expenditures Asa tissue ICI Order to successftlly develop a clean energy project development companies. Indira% ow Sponsor, fromwhich we may leek to acquire projects. nod °Clain at-risk funds sufficient to complete the development phase of then projects `A*, on the other tend. mint arecOoto obtaring funds Flan equty or debt financing sources. nekidorkg pursuant to ar Revolver and Senor Notes offerorg, or from govemmert grants in older to successfully fund and Complete acquisitions of propels. My Significant disruption in the credit or capital markets, or a sgnicant increase in interest rates cock' make it ddficill fa ow Saimaa or other develOprrent companies to succor:slaty develop attractive protects and may also limit their ability to obtain Prelea- level financing to complete the construction a projects we may seek to Seclude It could eso adversely 54 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-0058019 CONFIDENTIAL SONY GM_00204203 EFTA01366491