EFTA01366431.pdf

Amendment #4 Page 2 of 868 Itakkel..(toi cni The Information In this prospectus is not comptete and may be changed. We may not sell these securities until the registration statement filed with the Stuou rases and Exchange Commission is effective. This prospectus Is not an offer to sell these securities and it h not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion. dated July 20, 2016 Prospects 56,570,000 shares aLerri) Class A common stock The is an intial pubic Wen:gee shares of Class A column stook of TerraFormObtat Inc Allot the shares of Class A common stook are tong sold by us. Prior to tins offering there has bed no pubic market for our Class A ccmrron stock. It is cannery eSernated that the initial public offering price per share we be between $19.09 and $21 00 We have applied to 1st our Class A common stock on the NASDAQ Global Select Sakti under the symbol 'CA BI.' We we have two classes of common sick outstanding after this Stern? Claw Acommon stock and Class B corrnxn stoat. Each snare of Class A common stock entitles its holder to one vote on at matters preserted b as stockholders generally. All of our Class B common stock will be held by SunEdison Inc.. or our 'Spcosor., or its controlled aides Each share of Class B commas stock entitles air Sponsor to 100 votes on a!, matters presented to ots stockholders generally immediately following tin offering the lades of our Class A common stock will oollectrvely had 100% of the economic Menses in us and 1 6% of the voting power in W. and as Sponsor will Mid the remaining 98 4%a the voting power in us Asa result we we be a 'conuolled company within the mewing of the corporate governance standards of tie NASDAQ Global Select Market. See 'Management—Controlled company* We are an 'emerging growth company" as the term a used in the Jurrpstan Our Staines. Startups Act of 2012 and, as such rave elected to comply wth certan reduced public compare reporting requirements Per share Total Intel attic offering price Underwriting discarts and CamfroSteCre(1) Proceeds. before expenses. to us (1) Excludes a sinictunng lee payable to -I P. Magen SeCurdett LLC and Barclays Capes Inc equal tot?" of the gross among proceeds See -undenweang (connotedinterest)" The underwass have the option to purchase up to an additional 8.485,500 stems from to at the initial public offering price less the undemnting discounts and commissions for a period of 30 days after the date c4 the prospectus See "Risk factors," beginning on page 47 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We expect that the snares will to delwered against payment in New York, New York on 2.01") J.P. Morgan Barclays Citigroup Morgan Stanley Goldman. Sachs & Co. BofA Merrill Lynch Deutsche Bank Securities BTG Pactual !tau RBA Kotak Investment Banking SMBC Nikko SOCIETE GENERALE 2015. 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-0057959 CONFIDENTIAL SDNY_GM_00204143 EFTA01366431