EFTA01366572.pdf

Amendment #4 Page 143 of 868 . ern outstarding pnrcipal amount of tre EVidge racily and tre repayment of certain project -level debt and (ii) recording of currert and non-current deferred finances) costs of 52 7 ~en and 526 2 nylon respectively related to the nuance oldie Senor Notes and tre Revolver (23) ~wad Mk assets and liabiefres-Represents the errpact to deferred taxes as a result of this offering (24) Net patent rtwesenere—Represents the net impact to net parent investment for the vine-off of 52 7 mean of deferred financing fees and 542.2 mIton of penalties on repayment of certain project-level debt and tre Badge Fablity. Additonalit represents the reallocation of equity «area« of the otlerng (25) Cass A B at Of common stock—Represents the per value of common stock rested and outstandrg as a remit of the offering (26) Nonantroxing inferest—Represerts tre reclassification of our Sponsors ~Went and other Ward partes• ewestrrents in our subsidiaries to non-conteding interest Note 1. Basis of Pro Fonna Presentation—Acquisitions The unaudited pre forme condensed consolidated statement of °centime for the year ended December 31, 2014 and for the three months ended March 31. 2015 give effect to the Formation Transactions. tre Offering Transactions and tre Accaisibons as if they were completed on January 1, 2014 The unaudited pro forma condensed consolidated Coerce sheet as of March 31, 2015 gives effect totre Formation Transactions, the Meting Transactions and tre Acquisitors as if they were competed on March 31. 2015 The pro forma financial statements have been derived from the audited and unoudited combined financial statements of the predecessor (Me `predecessor cornered financial statements) and the Inancul statements of the businesses that rove been or we be acquit.] in the Acqursibons that are mauled elsewhere in this registration statemeN Assumptions ard estrnales underfying tre pro forma adiustmerts are described in the accornpanyrg rotes. which totter be read in connection with the pro forma financial statements. The pro forma financial statements were prepared using the acquisition method of accounting oder GARP. The predecessor reS teen treated as le acquirer in the Acqustons for accounting purposes Acquisition aocountng requires, arrorg otrer tings. mat assets moored and leblibes assumed be recognized at fair value as of VR acciust on date Because acqusition accounting is dependent upon certain valuators and other sham that must be completed as of the acquisition date, at this time there is rot sufficient information for a definere rneasurerrert Differences between these pee misery estimates ard the final acquisitor, accounting will occur and these differences could have a material award on the accompanying pro forma condensed consolidated financel statements and the combned company s kiwis results of operations and financial Kelton The Acqustons Inc del in tre pro forma condensed consoklated financial statements are accounted for using the accounting guidance for business combnabons Under the acquisition method, Ire total estimated purchase puce Is calculated as descnted in Note 3 to the pro for« condensedconsoldated financial statements under the heading 'Estimated purchase price and prelirnnary purchase price allocation' Inaccadance with acconng gudance for busiest combrutions, the assets acquired arc me babbles assumed have been measured at fair value The fair vake measurements utilize estimates based on key assumptions ot the acquisition, including arm acquisition experience, terchmarking of smear acqustons and risloncal and current market data. The pro forma aidestrrents included herein are Weft to be revised as actItional informabon becomes avalaNe and as acklt oral analyses are performed. Tre final purchase price a tccaton will be determined after the Acqusitions are oorrceNed and tre final amounts recorded forte ACCNSICW6 rrey differ materially from the informabon preserted in these pro farce condensed consolidated financial statements 135 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-0058100 CONFIDENTIAL SDNY_GM_00204284 EFTA01366572