EFTA01366453.pdf

Amendment #4 Page 24 of 868 wl Col we • Pm/ea financing experience We believe our Sponsor has demonstrated a suocessful track record of sourcing longterm Capital to find project acquadonS arc the development are constrixtion of projects located in our initial target markets To crate our Sponsor has raised an aggregate of 53 3 brim since January 1, 2014 to support its development and acouiston ac0vroes We expect that we will reabze significant benefits from our Sponsors finning and structuring expense as well as its relabonsrips went rancal institutions and other providers of captal • Asset management expertise We wall have access to the vgnilicaM resources of ou Sponsor to support the high-growth strategy of our business As of March 31 2015 ou Sponsor had over 4.9 GW of projects under management across 20 countries Approximately 161% of these protects are thirdparry power generation facrioes demonstrating our Sponsor s coraboraton wth mutlpe developers and owners These projects utilize 29 caffererr module types and ewerters from 17 different manulactuers As of March 31 2015. our Sponsor had accroximatek, 70) employees servicing operations and management an our inner target markets In addtion. our Sponsor maintains three renewable energy operation centers to service assets infer management Cur Sponsors asset monagemert experience nelps ensure that our facilites will to monitored and maintaned to rroximze cash generation We also bereft from First Wind s asset management expertise as the Frst Wind team has been integrated with Our Sponsor Access to and experience In mature capital markets. As a pktircly lated company in the United States we will have access10 a broad investor ease with a competitive source of captal We believe access to this marker will accelerate Oct lorgterm gowth and acquisition strategy and provide s with a compettse advantage over regional renewable energy developers in ors target markets where we may be competing to acquire assets or development rigits We believe fret both our Sponsor and TerraForm POWef have benefited from Mee stalks as publicly wed convenes in the United States To date cur Sponsor and TerraForm Power have raised an aggregated 59 4 bison since January 1 2014, providing them with the career necessary to acquire projects and development platforms to grow TerraForm Power's portfrso of operational renewable energy projects in mature markets In addition, we believe that a pubic listing n the tinted States will provide transparency to investors regardrg our operations that will help us attract and retain captal Long-term contracted portfolio We benefit !torn a portfolio of restively newly constructed assets, with most of the projects in our float portfolio havng achieved CCO withn the past five years or expected to reach COD by the end of 2015 The PPM Ice projects included in our inter portfolio have a weighted average remaining lie of 19 years as of March 31, 2015 The projects in our near portlofio and Inc call rghl projects Slue proven arc reliable technologies provided by leading equipment manitadurers and, as a result, we expect to achieve high project availability and predctable maintenance capital expenclitises aperiented management team Under the Management Services Ageement, our Sponsor has commded to provide us wth a team of experienced professionals to serve as ou exeadrve officers and other key officers We expect that certain of these professionals wet provide such services to us an a dedicated base Our officers have considerable experience in deveMpng aboutraj and opera rg clean power generation assets with an average of over tote years 01 experience in the sector Mr Demenech ou Chief Executive Officer and his learn have been sucoesski in expanding TerraForm Powers project portfolio from 807 7 lAW as of its Mal public offering in Aly 2014 to 1 703 0 AM' as of May 1 2015, an ircrease a' 111% Cur management team will also rave access lo the other significant management resources of our Sponsor to support the operational, financial regal and regulatory aspects of Oct bUS4f*SS 16 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-0057981 CONFIDENTIAL SDNY_GM_00204165 EFTA01366453