EFTA01366462.pdf

Amendment #4 Page 33 of 868 Takirst.f,legltni • Global Operatng LLC wol issue 5600 0 motion of senor unsecured notes due 2022. or the 'Senor Notes; to qualified inellutorel towers in reliance on Rule 144A under the Securities Act and to certain nonU S persons n offshore transactions in reliance on Regulaton S promulgated under the Securrles Ad, • Global LLC will use net proceeds of ms offenng at the Class A Common Private Placement together with the net proceeds from the issuance of the Senor Notes by Global Operatng LLC, to repay the outstanding pnropal annul[ of the Bridge Facility (inducing accrued interest), to pay lees and expenses associated with the Revolver (as defined below). to complete the Penceng Acqusdiors and the repayment of ceder projed-level indebtedness, • Global Operetrig LLC will enter no a new 5440 0 million ran:eying credit facddy. or the 'Revolver, witch will roman undrawn at the completion of trn Menlo and we will enter into various agreements with our Sponsor. incliAng the Support Agreement. the Management Services Aycement the Repowenng Services Agreement, the Interest Payment Agreement and the Project Investment Agreement 4%So:decline, refer to the foregong transactors, together wet the Class A Common Private Placement, as Ow 'artery Transactors' and together with the Formation Transactions and the Pendng Accustoms as the tigandatonal Transactions' We redid to use any net proceeds we receive as a result of the underwriters' option to pschase additional shares of Class A common stock which we estnate will be approximate+, 5157 4 moon after deducting undennong dscounts and cornmstons awe rata porton of the structurng fee and offenng expenses payable by Ls. to purchase Class B unts (arc shares of Class B common stock) held by cur Sponsor at a price equal to the initial pudic offering prce Si ms offering less the Latemning discounts and commissions and structuring fee, and immediately cancel such Class B units (and shares of Class B common mock) contemporaneously with Global LLC issung Class A units b us Accordrgly, we will not retain arty such proceeds used by us to acquire Class B units (and shares of Class B common stock) from our Sponsor Our Sponsor vel rid recewe any of the net proceeds or other consideraton m oonnecton with Ms offering other than (I) the net proceeds used by us to purchase Class B unds of Gbbal LLC (and the related shares of Class B common stock) in the event the underwriters exercise thee option to purchase additional shares and (s) the Class B common stock Class Bunt, cf Global LLC and the ICRs oared to it in the Ofterng Transachons on account of its nosing ownership interest Following conctet on of this offering, we may sect to use a porton of the net proceeds to fund acquisitions from our Sponsor. inducing pursuant to the Suppod Agreement I nineddltlf following Ire concision of the offering. • Global will be a holding company and the sole material asset of Global will be the Class A unts of Global LLC. • Gabel win be ire sole maregrg member of Global LLC and will control the business and afbn of Global LLC and its sutsidanes; • Global will hold 109,509.668 Class A units d Global LLC representing approximately 61 2% of Global LLC's total outstanding membership mils (or 117,895,168 Oass Aunts representing approximately 66 0%, if she underwriters exercee in full their option to purchase additional stores of Class A common stock). • SunEdison through a wroey owned subsdary. wit own Class Bunts of Global LLC. representing approximately 38 8% of Global LLC's total odstancIng membrane true (or 34 0%, irt he underwrites exercise in rut VW opt on to purchase additional shares of Class A common stock); 25 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-0057990 CONFIDENTIAL SDNY_GM_00204174 EFTA01366462