EFTA01366526.pdf

Amendment #4 Page 97 of 868 project acquisitions or the perception Met these sales could oota After Ire completion of this °henna we will rave 2,750.000,003 shares of Class A common stock authorized and 109,509,668 stares of Class A common stock oulstandng (or 117,995168 shares if the unclerwnters exercse in full their option to purchase adcitional shares of Cass A commcn stock) The reinter cf outetanding shares rckides 56,570,000 stares d Class A common stock for 65,055,500 shares if ire undenvnters exercise in full their option to purchase additional shares of Class A comrron stock) that we are selling n thm offenng. %Mich may be resold immediately ri the pudic market. All of the remaining shares of Class Acommon stock or approximately 52.939,668 shares. or 48 3% of our total outstanding shares of Class A common stock (or 44.9% if the unclenvnten exercise in full their option to purslane additional shares of Csass A common stool'), and all of thecutstanthng shares of our ()ass B common stock are resbicted from wrrrecfrate resale under the hock-up agreements entered into between the holders thereof, ncludirg Our Sponsor, executive officers and drectcrs. the Private Racement investors. third-party developers recemng snares d Class A cannon stock in connection with project sae transactions and the undenaffes as descnbed in'Underwriting (conflicts d Merest) ' These stores Ond wing shares of Class A common stock *suable to our Sponsor upon the exchange of some Cr all d itsGlobal LLC Class B units or Class /31 units) will become avada bre fix sale following the expration of the lock-up ageema0s. which. vedrout the prior consent of J P Morgan Securities LLC. Barclays Capital CitigroLp Global Markets Inc and Morgan Stanley 8 Co LLC. is 180 days alter the date of the closng of this offering, sutted to compeance with the applicable requirements of Rule 144 promulgated under the Sociales Act Trio market pnce of our Class A common stock may also decline as a result of our Sponsor disposrg or transferring some or all d our outstanding Class B common stock, witch deposals or transfers would reduce our Sponsors chmerstip interest sa and voting control over, us These sales might also make it more difficut for us set &pity secumes at a toe and price that we deem aporopriale Cu Sponsor and certain of its affiliates arc the 'tweeters in the Private Placements rave certain demand and piggyback registration rgrts with respect to shares of our Cass A common mock suable upon the exchange of Class Bunts or Cress B1 units d Global LLC The presence of addecral shares Of Our Gass ACOMITIOn stock morn in the public market as a result of tne exercise Cl such regstration nghts may have a material &Nene effect on the market price of our secuntres See 'Certain relacestsps and related party transactions—Regrstration Rights Agreement' Our Sponsor has pledged the shares of Class 8 common stock that it owns to ifs fenders under its credit facility. If the lenders foreclose on these shams. the market price of our shares of Class A common stock could be materially adversely affected. Cur Sponsor has pledged all at the shares of Class B common stock trot it owns to its lenders as security under its credit facility with Wells Fargo Bans. National Association. as admnistrathe agent. GOO-ran Sachs Bark USA and Deutsche Bank AG New York Bon:h. as joint lead arrangers and ,o.nt syncicaten agents. Gartman Sachs Bank USA. Deutsche Bark AG New York Branch Weis Fargo Secunties LLC and Macquane Capital (USA) Inc . as pint tookrunrers and the lenders denteed in the crede agreement If SunEdson breaches cedar covenants and obligations in its credit facility, an event of default could result and the lenders could exercise their right to accelerate al b-e debt under to credt facility arc foreclose on the pledged shares (and a corresponding number of Class Bunts) Viihle the pledged shares are abed to the 180-day lockup reslrotons described n 'Shares elgbe for !Uwe sale—Lackup agreements' any future sae of the shares of Class A common stock received upon fOreCroStire of the pledged securities after the expraton of the lock-up period could cause the market pace of our Class A cannon stock to decline. In addition. because Su-Edison owns a majority of the combined votrg power of our common stock, the occurrence of an event of Wad( foreclosure, and a subseckent sale of all, or substarbally all, of the shares of Class A common stock received upon foreclosure of the pledged secunees could result medians, of coned, even when such change may not be in the best Merest of our stockholders 89 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-0058054 CONFIDENTIAL SDNY GM_00204238 EFTA01366526