EFTA01366486.pdf

Amendment #4 Page 57 of 868 leas f •I completed fa some unexpected reason, the net proceeds that we otherwise intend to use for such purpose will be available to us for general corporate purposes rckidrg otter acquesons of clean energy projects In addton, we expect that each of the Sciarpack Transaction and to acqssiton of an 82.0 MW solar project (Clickfteca) and a 50.0 JAW wind project (Cross) that are part of the WOE Transaction we be competed wren these respective projects achieve CCU, WhICIle expected lo occur en the second half of 2015 Therefore, upon de closing of the offer% you nil become a holder of our Class A co tenon stock irreepeobve of whether Mete WitgadiOrkS are COnSanrnated or delayed If these scan/tons are riot competed. our Class A common stock that you have purchased n Ws offerors will rot reflect any ortecest in the Pending Acqusecne, and Ran acqueibon Is delayed, trn rterest wet not be reflected dump the period cif delay. Also, the once of our Class A common stock may decine to the extent that the rrenet pace of our Cass A common stock at any bore reflects a market assumption that the Pending Acquisitions will be consummated and that we we realize certain arocipatee benefta from the acquistons The occurrence of any of these events ricliviCually or on combireton could have a material adverse effect on our forecasted CAFD business, Marcel cordoon and results of cceratons Our forecasted and unaudited pro forma financial information included elsewhere in this prospectus assumes the completion of all of the Pending Acquisitions. 91epar nft the forecasted alto ora oC Cod vo forma financial informal on coreaned in Iris prospectus intoned making several assumptions. trier-Cog that we recce corrplete all of the Penang M.:U.1510M cones:tenty with the completion of the offenng or thereafter on the currently anticipated timelines and on the terms ccorierripiated try each oil the respective purchase agreements As pr evously noted. each of these purchase agreements contains customary and other closing conditions. some of which are wade of our control As a result the assumption thai al of the Pending Acquiesces will be competed concurrently wen this offering a thereafter on the currently anticipated timelines may prove inaccurate if any of the Penang Amputations were unexpectedly delayed or COMMIE* terminated. In that case, the forecasted and thauctted pro form f cancel information included elsewhere in the prospectus may not be indicative of WMt our results Cr operations, financial position and cash flows we ben the Uwe dependng on the size of Ire transacton and length of delay n the completion of any such Perdrg Acqusobon See 'Cash candend po, cy and 'Unsuited pro forma condensed consolidated finanoal statements' Certain of the PPAs for the projects in ow initial portfolio end Those for projects that we may acquire in the future contain or will contain provisions that allow the °Make purchaser to terminate or buy out the project or require us to pay liquidated damages upon the occurrence of cern*, events In addition, certain of our project financing anangaments provide for OCCOIO(Oflort upon the occurrence of such events. If these provisions are exercised, our cash available for distribution could materially decline. Certain of the PPM for the projects that we may atop re in the Inure a lbw the °Make purchaser In purchase Ire appecabie project kern us Additional& certain of the PPM associatedwith projects in our Intel pordotio allow the ornake purchaser to terminate the PPA or receive liquidated damages in tre evert certain operating thresholds, performance measures or any other material term of the PPA are breathed or are not achieved wain speared time perces We are therefore subject to tre risk of counterperty termination or payment of damages based on such cetera for such projects We canna provide any assurance that PPM contanng such provisions will not be termnated or that we will not be required to pay 'quaffed damages wen rasped to projects governed by PPM containing such provisions r any such PPA is terminated or project bOUGIlt Our, we may rot be able to enter into a repacernent PPA or Imo/ invest in a suitable repecement project My replacement PPA may be on tem. less favorable to us than those that were terminated and any replacement woo may possess °ammo characteristics iess favorable to us than those of the project that was bought out In the evert a PPA is termnated a project is tought cut or we are required to pay liquidated damages under 49 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-0058014 CONFIDENTIAL SDNY_GM_00204198 EFTA01366486