EFTA01366442.pdf

Amendment #4 Page 13 of 868 *Mr iI Coan Cash dividend policy We intend to use a portion of the cash available for ctst ntueon, or 'CAM,' generated by our peeled p:dfolici to pay regular quarterly cash dvidends to ticklers d our Class A common stock Ater determiring an appropriate reserve for Ott working capital neects and ale prudent conduct of Ott bcsiness our obectrve is to pay our Class A common stockholders a consistent and gomrg castle/you'd that s sustainable on a long.term basis Based on our forecast and the related assurracins arc our intention to acquire assets with °rare ctensics similar to those in our noel cordate, we expect to grow our CAFD and increase our quarterly C3Sh dividends over time Cu in heal quarterly dividend will to set al S0.2750 per share of Class A common stock a Si 1000 per snare on an annualued oasis We established our muml quarterly dmoend level based upon a targeted payout ratio by Global LLC of approximate, 85% of projected annual CAFD This avdend payout ratio is not prescribed by our goteffirg documents ands subject tO Change barred on the discretion a at board of directors We expect our dividend payout ratio to vary as we intend 10 maintain or increase OX dreg:end despite vanations in our CAFD from period to period In addhoe we may adjust Ott dividend payout ratio from fine to time based on oranges n our porta:Rio in terms d sae and scope, waking capital end capital expenditure requiremeres, operating expenses and Marker Calder:we, including acquisition OppOrtunfleS and our able), to borrow funds and access capital markets We intend to target a 20% CAGR in dwierds per stare over the three-year period IdOwing the Compreton of Iris offering Trts targets based on, and supported by cur Sponsors St 4 billion aggregate Projected FTM CAFD commitment to us under the Support Agreement ardour Sponsce-s track record of successful protect acquatons Iron, Lnattiliated third parties, whch will pronto is the opportunity to grew Our CAFD hollowing this offering While we believe Our targeted gmo..4h rate s reasonable for the emerging markets ai which we focus rt is eased on estimates and assumptions regarding a number of factors. many of which are beyond our cantrot including the market Yak* of words we acquire from third penes. the padase price we pay fur augured words. our cost of captor, the ratio d debt to equity with respect b the financing of &equations. whether we have the financial resources to acqure the Call Right Projects and lining of such segos/ions Prospective investors should read titS11 dividend policy: Including our financial forecast and related assumptions, and 'Risk factors; inoludng the risks and uncertainties related to our forecasted results. carptelion of Constructor, of projects arid acquisition opportunities. in their entirety. We intend to cause Global LLC b distnbute a portion of its CAFD to the holders of its units (including us as the sole Wider of the Crass A units and our Sponsor as the sole holder of the Pass B units) pro rata. based on the number of units held, subect to the incentive cistntution rights or 'ICRs." held by our Sponsor that are described below However. the Class B units held by au Sponsor are deemed 'subordinated- because to, a period of time referred to as are 'Sutordinaton Period.' the Class B units will rot be entered to receive any distributions from Global LLC wed the Class Aunts and Cass 81 units (which may be issued upon reset of OR Uncial CIstnbubcri levels or in connection with aCquiSitens from as Sponsor or thrd parties) have received quarterly Oathtutions man amount equal to SO 2750 pa int or the 'Minmum Quarterly DIStributOn: AS any arrearages in the payment of the Minimum Quartaly Distribution from prior quarters The practical effect of the a/x(0mb,', of the Class B inns is to increase the likelihood that dunng the Sutordnation Penod there will be sufficient CAR) to pay tie Minimum °artery Distributor, on the Class A units and Class 81 unts Of any) For a description of the IDRs and the SxbordPaten Period. See 'Certaxa relalorWaips and related party transactons—Amended and Restated Cperating Agreement of Global LLC—Cistributons • Cur filial portfolio includes 921 7 IAW of protects that we expect lo acquire from third parties concurrently with or. in certain 03SeS, during the remainder of 2015. whch we refer to herein as the 'Rending Acquisitions The dosing of Iris offering is rid conditioned On Ire corsurrrmton ce the Pending Acquisitions S http://cfdocs.btogo.com:27638/cf/dry7/pub/edgar/20 15/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057970 CONFIDENTIAL SDNY_GM_00204154 EFTA01366442