EFTA01366968.pdf

Amendment #4 Page 539 of 868 Reran Transaction In May 2015 TerraForm Global eyed a sale and purchase agreement with Reeova to acquire three mild and hydroelectro protects The protects are located in Brazil and rave nameplate capacity of 336 2 MW in the aggregate The aggregate cash oonsideraton pad fa the acquivton is expected to be $528.0 alien GM Transaction In June 2015 TerraForm Global signed an agreement vnth GME to acquit fear wind propels The projects we located inHonduras. Costa Rica and Nicaragua, representing net capacity of 326.0 MW in the aggregate. The aggregate consideration paid for lire acquisition a expected to be $326.4 matron comprised of cash cf $315.9 million and stores of Class A common Mock ct Global with a value of $10.5 melon Tie GME Transaction is expected to close concurrently wen this offenng Solemn* Transaction In April 2015, TerraForm Global signed an agreement br the acquertion from Solarpeck Corporacitin Teton:0gee, S L of the 26 4 MW capacity Alb Cab solar project located in Uruguay We expect the Solarpack Transaction will be carpeted when the project achieves OCO, which is expected to occur in the second teed 2015 Pn'vete Placements. On May 6 2015 we raised $175 million from the sale to investment vehicles sedated with the Blackstone Group. Everstream Oproraines Fund and Altai Capital Master Fund and of Class D units of TerraForm Global LLC for a cash purchase price 01 550 million, $100 aeon and $25 million, respective.), On June 9, 2015. TerraForm Global raised an addtonal 5335.0 mew from the sate to invest mem vehicles associated with Baron Fins, Capncom Investment Group GE, Glenview Capital Management, Kingdom Capital Management and Zimmer Partners TerraForm GicCel LLC expects to use the net proceeds to recUce its borrowngs under the Badge Facility, to complete the acquisitons a protects from trial parties and to reduce certain project-level indettedness On June 9, 2015, Baron Funds and Zimmer Partners entered into a stock purchase agreement wth Global in whch they agreed to purchase $42 5 million and $25 0 million, respectireai. of its Class A common stock at a price per share equal to the initial pale ortenrg price in a separate pate placement transaction. Bridge Featly Cm May 6, 2015 the Bridge Facaly was emended to increase the aggregate principal amouM of bridge canrnairents to $450 man, of which $87 5 maim was subsequently prepaid with a portion of the proceeds from the Pnvale Placement, through the addition of Barclays Bark PLC Otbank, N A. and Morgan Stanley Senior Findrig Ire as lenders n the Badge Facility. OnJune 5. 2015, tie Bridge Facility was father amended to increase the aggregate comranent to $550 0 matron Tre purpose of tie &lege Facility is b hid the acquisition of certain clean energy projects and to repay certain of the project level indebtedness incurred by protects included in our Mel portfolo TerraForm Global LLC s obagabons under the Bridge Facility are secured by fest poonty lens on and security interests ri sit:steamy all present and !Sue assets of TerraForm Global LLC and certan of its domestic atedianes as guarantors under the Bridge Facility F.219 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-0058496 CONFIDENTIAL SDNY_GM_00204680 EFTA01366968