EFTA01366632.pdf

Amendment #4 Page 203 of 868 Tater. .cctattiril, Access to anti experience in mature capital markets Asa publicly listed company in the Unted States, we we have access to a broad investor base well a compettrve settee of capita We Ce'ieve access to this rrerket will accelerate our longterm growth and acquisition strategy and provide us with a oompettme advantage over regional renewable energy developers in our target marketsvihere we may be competes; to acquire assets or development rights We believe that both as Sponsor and TerraForm Power have benefited from trier status as puitecly listed companies in the United States To date. our Sponsor and TermForrn Power have raised an aggregate d 59 4 bean since January 1. 2014, proving them wth the caplet necessary to acquire projects and development platforms to grow TerraForm Powers patrol° of operational renewable energy crowds in mature rrerkets In addition we believe that a public using in the Unted States wet provide transparency to masters regarding our operations that wit help us at arc 'titan caplet Long-lean contractedportfolio. We benefit from a portfolio d relatively newly constructed assets, wth most of the projects in as noel portfolio having achieved COO worn the past five years or expected to reach COO try the end of 2015 The PPAs for projects raided in as Intel portfolio have a wegled average remanng Med 19 years as of March 31, 20t5 The projects in at mbar portfolio and the call nght projects utaze proven and reloads technologes provided by leading equipper! rrankfacturers and as a result, we expect to achieve high project availability and predictable maintenance caplet expenditues eqxvienced management team. Under the Management Services Agreement our Sponsor has committed to provide us with a team of experienced potessonals to serve as cur executive officers and other ley officers. li b expect that certain of these professionals wit provide such services to us on a dedicated tears Our officers have canderatile experience in developing, acquiring arc operating clean power generabon assets, with an average of over free years of experience in the sector Mr Danenech, cur Chief Executive Officer and he team have been successful in expandng TerraForm Power's project portfolio from 607 7 MW as of its tribal punt offenrig in July 2014 to 1.703 0 MW as of May 1, 2015, an increase of 111% Our management team will also have access to the other Pip/cart management resources of our Sponsor to support the operatexel. Marcia'. legal and regulatory aspects of OW Cosiness Our portfolio Our rmal patfolo consorts d attar projects located in China, India, South Afnca. Honduras, Uruguay. Malaysia and Thailand wind projects located in China, Bran Incla, South Africa, Honduras, Costa Rica and Nicaragua and hydrOelectriC projects located in Bran and Peru These projects have a total combined capacey of 1,4061 MW and we forecast that they will generate an aggregate of 5231 5 Shan d cash available for dames:ten for the year erdtng December 31 2016 Qs ihaal partici., includes 921 7 1.4W d projects that we expect to accp re from trod parties concurentry won Me completion of this rgenrg or, in cenain oases, awing to remainder of 2015. All d these projects are supported by PPM with aeatwortrry countemerfies The PPAs for projects included in our initial partial.° have a weighted average remaining life of 19 years as of March 31 2015 We have a well dverstel project portfolio, across both geogaphies and renewable energy lechnologes, which we believe enables is to generaleconsistent quartedy cash flows For example, projects in our initial portfolo located in any snge courtly are not expected lo represent Imre than 30% of out projected cash available for restitution fa the year ending December 31, 2016 We intend to rapidly expand and Overall, oar initial Pattern/ by aCquiring ublty-scale solar and commerce' and industrial dstributed solar, wird and hydroelectric power generation assets located in our initial target markets, which we expect wdl also have longterm PPAs with aeratworthy counterpanes AS expect to pursue opportunities in other high-growth emerging markets that have charadenstcs similar to these Of our Initial target markets, with a Moue On rrerkera IOCated n Asia (except Japan), Mica. Latin America and Ire Made East Over time, we may selectively acqure other 195 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-0058160 CONFIDENTIAL SDNY_GM_00204344 EFTA01366632