EFTA01366522.pdf

Amendment #4 Page 93 of 868 Ts .feScil on, aggregate real quarterly *Unbutton on all of our convect, stock dung those ',erode after reserving 15% of CAFD as a reserve for the prudent conduct of our business For a calculation of our ability to make cash distntutons boa stock alders based on our beton:al as adjusted results, see 'Cash &striation polity' If Global LLC is not able to generate addibcnal cash fa distribution tots n future panods, we may rot be able to pay the fUl im101 ported/ dstritubcn or any amourt on our common stock. in which event the market price a Our Class A common stock may decline materially We area holding company and our only material asset after completion of this offering will be our Interest in Global LLC, and we are accordingly dependent upon distributions from Global LLC and Its subsidiaries to pay dividends and taxes and other expenses. Globe] is a loting company a^d has no material assets other than Is owrership of me mbershp interests in Otto] LLC, a hOdru cornpa-iy :nal will have no material assets other than its reveal In Global Operalng Lt.C, whose sole material assets seethe protects trot have been or will be contributed to 4 by SunEdison in the Contributed Projects and the projects that have been or will be acquired through any acqusibons None or Global, Global LLC or Global Operating LLC have any independent means of generatng revenue. We intend to oriole Global Operating LLC's s•.bsrdraries to make distributions to Global Operating LW ard. in Icsn make distnbubcns to Global LLC. and. Global LLC. n turn, to make °striations to Global in an amount sato ert to cover al applicable taxes payable and dividends if an/. declared by us To the extent that we need funds to pay a quarter,/ cash cindery' to holders or our Can A corn/non stock or otherwise, and Global Operating LLC Global LLC is restricted from makirg sich distributions wrier applicable law or regulator) or IS d rens...* Lnable to provide aunt funds(rrdW✓g as a resat of Global Operating LLC's °pealing Subsodaviel bang unatee to mete cestnbuticas), it could matenauy adversely affect Ott trowdly and financial conoton and lent our ability to pay dlindendS to holders of our Class A common stock Merkel Scent rates may have an effect a the value of act Clone common stock One of the factors that will influence the price of shares of our Cass A common stock will be the effective dvidend yield of such shares p e., the web as a percentage of tie then anent nark& price of our shares) relative to market interest rates. ki increase n market nterest rates. witch are currently at low levels relative to historical rates, may bad prospective purchasers of shares d blur Class A common stock to expect a agree dividend yield If market interest rates increase and we are unable to increase our cevOend in response. includrg due to an increase in borrowing costs onsuffcent cash available for distribubon or otherwise, investors may seek &bereave investments with higher yield when would result in selling pressure on. and a decrease in the market vice of. der Class A common stock Asa result, the price of our Can A common stock may decrease as market attest rates =tease tl youpurchase shores oar Class A coinmon stock said b this offering, you wigIncur Immediate and substantial degfon. you purchase shares of Class A cannon stock in this offering. you will rcur immediate and substantial °Khoo in the amount of $4.82 per share, because the assumed inn al utile ctt.ering price of 520 CO per Share (which is be mkbont of the price range set forth on the cover page of this prospectis) b substartialry hype. than the as adjusted net tangitle book value per share of out outstanOrg Class A common stook on an as &tweed basis giveg effect to the Organgatoral Transectcre The n adjusted net tangible book value dos Class A common stock is ST 23 per share For ackitionat information. see 'Dilution' 85 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-0058050 CONFIDENTIAL SDNY_GM_00204234 EFTA01366522