EFTA01366493.pdf

Amendment #4 Page 64 of 868 alai or co! on, associated with inputs and equpment are necessary to ccnethci renewable energy power plants Most of these tax tenet ts have expiration dates that relay or may not be extended Without these tax benefts the cost of construcorg renewable energy projects would sign-acanthi increase Government nceroves provide significant support br renewable energy sources, SW" as solar and wind energy, and a decrease in ease tax tenants mad racese the costs of imettment in solar. wind and hydro- electric energy. II any of the laws or gorernmental regurabons or policies that support renewable energy, induing solar, wind and hydroelectric ere'g charge or are termnated or el we are subject to new and burdensome laws or regulators, stch charges may have a material adverse effect on our business. financial cordnon results of operations and cash flows In addition, any changes to or termination of the regulators ant govemrriertal ncen:rves oscussed in detail trader 'Due ness—Gcnernment incentives' in this prospectus may also significancy affect our [clearest Our Silty to grow and make acquisitions with cash on hand may be limited by our cash dividend policy. As discussed in 'Cash dividend policy: our drvidend policy a to cause Global LLC to distribute the CAFD generated by cur protect porffolo (after deducing appropriate reserves for our waking capital reeds and the prudect conduct of our tusintrss) and to rely primal* upon external fin/mono sources. including the issuance of debt and equity secuntes and if applicable, torravirgs under our Revolver. to turd as acqustons and growth capital excenderses. vetch we define as costs and expenses associated will the acquisition of project assets from our Sponsor and thrd parties and capitalized expenditures on existng projects to expand capacity. Certain of our project-level subsaanes pay cash distntsions to us the form of dividends or other cash distntiutons such as shareholder loan repayments or capital reductions and. as a result, our *sty to pay or grow our divdenzls is deperdere upon the performance of as subsiaanes and their ability to distribute cash to us The ability of our project-level subsclanes to make cash distributions to us may be restricted by, among offer things. the provisions of existing and future indebtedness, applcable corporation laws and other laws and regylabons We may be precluded from pursuing otherwise altracfive acquisitions if the projected shot-tarn cash flows from the acquisiton or investment are insufficient to service any assocated debt or adequately compensate the 'wetted capital. after giving effect to our available cash reserves See 'Cash dividend policy-0u obey to grow air Cosiness and dereend We intend to use a porter of the CAFD generated by our prqect patio to pay regular quarterly cash dividends to hoklers of otr Class A common stock We may make distributions to our shareholders by way of capital reduction inlet, of dividends in some years. Os initial quarterly dividend will be set at 30.2750 per share of Class A common stock a Si 1000 per share on an anntelzed basis We established our Intel obarterty dividend based upon a targeted payout ratio by Global LLC of approximately 85.0% of projected annual CAFD AS such. our growth may not be as fast as that of businesses that reinvest their available cash to expand °None operations. To the extent we sate additional equity secuntes m advection win any acpistions or growth capital experidtures. the payment of dividends on these additional equty securities may increase the nsk that we vnt be unable to maintain or increase cur dwidend per *Pare There we be no Irritations in our amended and restated certecate of incorporation (other than a specified number of authorized shares) on our ability to mate equity securities. inducing secunties ranking senior to our common stock The rcurrence of bank borromngs a other debt by Global Cperalwg U.0 or by our pOlectlevel subsda nes to finance oLr growth strategy will result in increased interest expense and the impositon of additional or more gistnctwe covenants which. in turn. may impact the cash diStritSAFOOS we make tO holders Of Our Class A common stock. 56 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-0058021 CONFIDENTIAL SONY GM_00204205 EFTA01366493