EFTA01366573.pdf

Amendment #4 Page 144 of 868 fable of column. The pro forma condensed consoadated financial statements do not reflect any cost savings from operating efficiencies or synergies that could result from the Ao:pasitions For trig purpose of measunrg the estimated fair value of the assets acquired and liabilities assuned, as reflected in the pm tome condensed consolidated financal statements, we have applied ire accourling guidance for far value measuremeres which defines fair value as me price that would be reserved 10 sell an Sinef or pad to transfer a meaty in an «eery transaction between market participants at the measurernert date Note 2. Acquisitions Subsequent to March 31 2015, we have completedOr expeCt tOcomMete the Acquisitions desented below to expand our int al portfolio The meal accotriting for these bosons combinations is not compete tecause the evaluation necessary to assess the far values d certain net assetsacquired is still in pewees and the Atwell ens have not yet dosed, except fa the Chint-NSM Transaction and the Hercules Transaction that rave already closed The provisional amounts are sutiect to revision until the evaluations are completed to the extert that any aeltional information is obtained abcut the facts and orcurnetances that existed as or the acquisition date Solnenn Transaction In April 2015. Global signed agreenents to acquire souty interests n the BoTherm mods (70% of Aries. 70%d Konkconsies and 65% of Klipheuwd), as of which are located in South Africa These recasts have a =morsel capacity of 32 6 MW based on o ownashp percentages The aggregate consideration paid for ownership in these worects from BoTherm and other mnonty investors 6 expected tote approximately WC 4 million comprised d cash of approximately $552 maim and 409,700 shares of our Class A common stock with a valued approximately 58.2 million assuming an ins' Nolo offering prce of 520 00 per share. which is the mdpant of the pnce range listedal the cover paged the prospectus In addition to Me foregoing. Global has agreed to pay BoTherm approximately $20.5 million in addroonal cash consideration for certain rights and services Chet•NSM Transaction On June 9, 2015, Global acqtzed a 51% equity merest m NSM 24 from a siteadiary of ChM Solar (Zhmtang) Co , Ltd pursuant to a share purchase agreement executed on May 6. 2015 NSM 24 is an cperatrg soar energy system located in India with a capacity of 23.9 MW. The aggregate consideration paid for the acquisition of this interest was $91 million Concurrently, cur Sponsor contributed its ecpty swestmert (49% equry interest) in NSM 24 to us, wroth was revalued to taw value of $8 7 nation at the tire of the &equitation Chird•SoutpanMekcp Transaction In April 2015, our Sponsor agreed to acquire an actltonal 41 3% equity merest in each of Saipan and VVitirop presently owned by a subsidiary of °sot Solar (Zhejiang) Co Ltd Sotipan is an operating solar energy system located in South Africa with a capacity of 158 MW Wtkop is an operatrg solar energy system located in South Mnca wen a net capacity d 16.8 MW. The aggregate consideration expected to be pad for re acquisition of these interests is $38.7 mien in cash. Cur Sponsor will trarsfer its resulting aggregate 51% interest in each of Saipan and WIticop to us as part of the Pe dug Acqsations Hercules Transaction On May 14, 2015, Global acquired two wholly end mteKlariea ot Monson Energy Cayman United located n Chins pursuant to a share purchase ageernent The Hercules Transaction consists ct three wind sees with a 136 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-0058101 CONFIDENTIAL SONY GM_00204285 EFTA01366573