EFTA01366461.pdf

Amendment #4 Page 32 of 868 1vhir Colftrill• rely upon the 'pnva* riaoemenr exempt en from Moe registraton reo.wements or Ine Secunties Act provided by Settee, 4(a)(2) thereof in connecton with the sale of these shares of Class A common stock and accordingly, these shares will rot be registered under the Securities Act Thoughout the prospectus, we refer to tins concurrent private placement of Class A common stock as Ihe 'Class A Common Private Placement and collectivity with the Urn Private Placements as the 'Private Placements' For a hither dsoason of these private placement transactions, see 'Certain relationships and related party transactions-Pm/de Placements' Offeting naltS•CliOllS Caourrenny wen the complebon of the offering, based on an tanned waist pudic ogenng pore of 520.00 per share, which is the midpoint of Ire range leted on the cover page of tin prospectus. • we will amend and restate Groben certificate of incomorabon to provide for Class A cannon sleek. Clan Scorn:non stock and Clan 81 common steal (when Oass (31 common stock may be issued n the tide upon a reset of KW target distribute° levels or in connection with acquisitions frail our Sponsor a timed penes). at which Ind SunEdisons interest in Gazers common equity will sole/ te shares of Class B common stock and unreels in Global LLC (as described below) and the restricted stares issued under trip 2014 Internee Planwilt auturiaboaay convert into a number of snares of Class A common stock that represent an apeman 5.6% eccnorne merest in Gobe LLC sublect to certain adiustrrents to prevent loon, • we will amend Gan LLC s operating agreement to provide for Class A units, Class B units and Class B1 urns (which Class 81 unss may ce issued in the future upon a reset of IDR target estebution levels a in connection with acquisitions Iran as Sponsor or mid penes) and to craven our Sponsors interest en Global's common equity into Class B units, issue to Global a number of Class A ur1s equal to the rumter of shares of Class A common stock (including ary restricted shares) odstandng immedatety after Global amends and restates its certificate of incorporation as described stove. issue be IDRs to our Sponsor and appoint Global as the sole managing member of Global LLC, • Global will Issue 56.570,030 shares of its Class A common stock to the purchasers in this offering (or 65,055500 shares if the underwriters exercise in full their opton to purchase additonal shares of Class A common stock) in exchange for net proceeds cr approximately 51,041.4 melon (or approximately 51,1938 mean if the urdenvnten exercise intUl their spoon to purchase additional shares of Cass A carrion stook), after deducing indenvrarg dscoun and commissens, the structure"; fee and olferirg expenses man by is. • Global will ($) issue 27.353.801 shares d itsClass A common stock al accodit of We Class O unts of Global LLC ssued to tne purchasers in the Units Private Placements and will worn the same number of newly issued Cans A urns in Global LLC and le) issue 3.375.000 shares of its Class A coition stock to the purchasers n be Class A Common Private Placement • Global will issue 11.313.850 shares. 409.700 shares and 528.318 shares ci Class A common stock to Ronan. BoTherm (ce its affiliate) and GME. which are the selbro panes in the Renova Transaction. BoThem Transacion and the GME Trenslietta respectwety, • Global will use all ct the net proceeds from the offering and the Cleft A Cannon Pnvate Placement to purchase newly issued Csass A tints of Gobs LLC representing 33.5% of Global LLC's outstanding membership tests (of 38 3% if the underwriters exert/se in full thee option to purchase acleiborai shares cf Class A common stock); 24 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-0057989 CONFIDENTIAL SDNY_GM_00204173 EFTA01366461