EFTA01366460.pdf

Amendment #4 Page 31 of 868 GME Transacten we will pay $226 3 mitten 38.2 million and S10 5 mho', of ackaonal consideration in shares of Class A common stock a 12.243,866 stares in the aggregate, assurnrg an initial pubic oflenng puce of 520 CO per share which is the midpoint cd the price range listed on the corer of this prospectus The first 51 00 increase or cecrease in the Initial public Serra price from the midpoint of the range set forth on the corer page of this prospects will decrease or ncrease the nutter d shares of Class A common stock issued to these sellers in connection with the Pending Acquisitions by 584647 or 646.188, respectvey. in the aggregate The Pending AcquSitiOnS Inducts. (i) approximately 428 6 MW or projects tat we expect to acquire substantially concurrent)/ with the completion of this offering; (ii) approximately 340.9 MW of projects that we expect to acquire stony after the concretion of this offering upon receipt Cl necessary governmental and lender consents, and 00 apxceorretelf 158 a MW d projects that we expect to secure during the remainder of 2015when such protects are expected to reach COD Spectically, we do not expect to complete the acquisitions of the 41.8 MW hydro-Scotto project (ESPRA) that is part of the Renova Transaction or 1940 MW operatrg crowds being acquired as pert of the GME Transaction until shorty after tre candebon of this offering upon receipt of the necessary govemmertal and lender consents In addition. we expect Vet the Solarpeck Transaction and the acquistion of an 82,0 MW soar acted (Ctiduteca) and a 500 MW wind project (Oros) That are pad d the GME Transaction wit be concreted when those respecbre projects achieve COD, which is expected to °counts second half of 2015 The projects n the BoTherm Transaction and the LAP Transaction are also expects to be acquired by us after as offemg upon the receipt of certain consents and approvals. Prior to the receipt of such consents and approvals, we will have entered into cash dated/on agreements with BeiTrerm. in the case of the BioTherrn Transaction. and our Sponsor, in the case of the LAP Transactor', pusuart to which we will have the nght to receive cash distnbitions from the projects prior to the transfer of such projects to us Ths offering is not conditioned on the concurrent dosing of all et the Pending Acquisitions. As of the date of this prospectus. we have not yet received all d Ile governmental, regulatory a Wird-party approvals or consents requred to complete all of these sours/bons, and the liming for and terms of those approvals are outside d at antra As a result, we cannot assure you Mat al of the Pending Acquisitions mil te consummated on the timetable currently contempraed or at all. To redo° the effect at Me Class A units d delays (if any) in the dosing of the Pending Acqusitons or The completion d the Contnbuted Construction Protects ors- Sponsor has agreed to forego disbibubore on its Class B units irder certan circumstances See'—The offering— Dstritution Forbearance Provisons' and 'Risk factors—Risks related toots business—There can be no assurance that the Pending Occupiers will be consummated on the timetable currenty ontopaled and the closngd to offering is rot expossly cordboned on the cons:mullion of the these occlusions ' Concunont Clan A Common Stock Private Placement On June 9, 2015, certain of the Baron Funds and Zimmer Partners entered into a stock purchase agreement vnth Global in wtich they agreed to purchase 542 5 mason and 525.0 ration respectively, of its Class A common stock at a price per stare equal to the ntal picric dferirg price m a separate ornate pacerrent transaction These share purchases are subject to certan customary closing coeditors and will be completed concurrentlywe', the closing d this offenrig Based on an assumed initial public °temp price of 520.03 per share. which is the midpoint of the range listed on the corer of this prospectus these purchasers will ouches° an aggregate of 3,375.000 shares of our Class A common stock in this concurrent prwate placement The lost 51 00 ncrease or decrease in the 'Mai publc offering price from the midpoint of the range set forth on the cover page of the prospectus will decrease or no:ease the number of snares of Class A common stock issued to the investas in the Class A Common Private Placement by 160,714 and 177,632 shares. respecbvely, in the aggregate we will 23 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-0057988 CONFIDENTIAL SDNY_GM_00204172 EFTA01366460