EFTA01366513.pdf

Amendment #4 Page 84 of 868 1 utile ( potent% injunctions debarment from govemmert contracts as wed as other remedial measures Additionally under certainof our PPAs such votetions entale coLnierparbes to terminate the agreement We have established polices and procedures designed to assist us and our personnel in complying with applicable United States arid ron4J S laws and reparations, however, we cannot assure you Vet these policies and procedures will completely eliminate the risk of a violation of these legal requirements and any such violation (inadvertent or otherwise) could have a material adverse effect on our business. financial cordban and results of operators. Changes Inhscal policies regarding high InSist rates may effect the results clear operations. Cur protects are located in courtnes such as Brazil, that have traditionally adopted a monetary ;coley that maintains high "-detest rates in order to offset inflation These =ovary policies can inhibit economic growth and reduce industrial poorer conSurreton As a result, future investments in power generation may be tinted due to lower market pnces for electnaty then currently tweeted Wen subject to claims In the ordinary course of business. We are involved in various disputes litigation arid regulatory matters incdental to our business, includng employment matters. commercial deputes. government convect compliance netters, disputes regarding erenronmental cleanup costs and otter matters along out of the normal course of our business. For example, we are currently n a depute wth Gujarat Una Viles Nfgern Ltd, the offtaker for certain cf as bean poises relating to a proposed reduction of tarns under the relevant PPAs and a change in sharehdder structure that occurred following the effective dates of to relevant PPAs If we are unsuocessful, the relevant !ands may be reduced or the PPA may be deemed void. For more riforrnaton see 'Busirese—Legal proceedings ' We intend to vigorously defend ourselves h such matters From time to tme. we are named as a defendant in cases as a result of our generation of electricity While the impact of these disputes or Itgaton has historically been immatenal, there cen be no assurance Met the impact of perdng or future darns will rot be material to our buaress financial condition or results of operabons in the furore Under Brazilian law, we are stdctly liable for any damages AISUitiag from inadequate supply of electrIcily to distribution companies, and our contracted Insurance policies may not fully cover such damages. Under Brazilian ow we are StliCtry gable for direct and indirect damages residing from the inadequate supply of *teethe/Cy to disintaion companies such as abrupt interruptions cx disturbances aria rig from the general on dstributen or transmission systems Accorclagy, we may be held liable for such damages even d we were rot at fault As a onus of the nherent uncertainty involved n these matters, we do rot marten any provisions in relation to potertal damage, arid these interruptions or disturbances may rot to covered by our assurance echoes or may exceed the coverage limits of such policies Accordingly, owe are found liable of damages n matenal amount our financial condign and results of operations would be materially adversely affected to a greater degree than those claims where WV have recorded reserve seowoons Risks related to our relationship with our Sponsor Ott Sponsor will be our conholling stockholder end will noise substantial influence over us, and we are highly dependent on our Sponsor. Our Sponsor wit beneficially own all of our outstanding Class B common stock upon completion of tie offering Each share of our outstandrig Class B common stock will ensile our Sponsor to 10O votes on all matters presented to our stockholders generally As a result of its ownership of our Class B common stock our Sponsor will possess approximately 98.4% (or approximately 98.1% if the underwriters exercise in full their option to purchase additional shares of Class A common stock) of the combined voting power of our Class A common 76 http://cfdocs.btogo. corn:27638/cf/dna/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0058041 CONFIDENTIAL SDNY_GM_00204225 EFTA01366513