EFTA01366485.pdf

Amendment #4 Page 56 of 868 TA!!.OSP! tali that may occtr in sista oases if the price under any of cur PPM is redved be, ow the nit al feed-ir to riff rate our bus ness rinanoal condition results of operators and cash flows troy be ma1erety and adversely elected Mere cal be no assurance that the Pending Acquisitions will be consummated on the timetable Cuffently anticipated. and the closing or this offering is not conalltIoned on the consummation or these acquisitions. Certain of the Pending Acquivtons axe expected to close after this ofienng This offering is not conditioned on the closing of the Pending Acquisitions ourently identified in this prospectus and we cannot assure you that all of the PersIng Acqusions Mite corsummatod on ire ',meiotic urgently contemplated or that regulatory authorities will rot impose additional terms or conditons Each or the purchase agreerneres related to these project or:quo/tons contains customary and other closing conditions In order to constxrenale these acqusd 0 ns in certain instances, we rnml obtain regifalory and otter approvals and consents in a timely merrier If for any parlicu r project acquisition these approvals or consents are rot received or trey are not received on terms that satisfy the condign% set forth in the relevant purchase agreemert. then we ander the amicable seller may not be ouigated to compete such transacton AMo. we may not receive these approvals or cornet in respect Of these acquisitors before the currently anticipated tirnng for closing such *mu vials The fotowing sets forth tre regulatory approvals and tried-party consents tat we sal need to Dolan in order to complete the Pending Acquortons • BoTMrm Transactor—we have yet to recewe 0) a consent to transfer from the South African Department of Energy. (ii) exchange control approval by the Financial Surveillance Department of the South African Reserve Bank and pa) a consent to transfer from ogee! fenders • FERSA Transaction—we have yet to recewe a consent to transfer from a project lender. • Renard Trarsacton—we have yet to receive (i) a consent to transfer from the Eliazaan EleCrociy Regulatory Agency and (ii) a censers to transfer from pro ect enders LAP Transacton—we have yel to receive a consort to Vero* from project lenders, and GME Transaction—we have yet to receive (0 weans! approval from ire Honduras antitrust introirity (0) store transfer approval from the Bermuda Monetary Authority and (a) a consent to transfer from project lenders We expect to receive the foregoing consents and approvals prior to a in certain instances, shortly after the completion of this offering or cbrirg Inc rerroinder of the current fiscal quarter Accordingly. we do not expect to compete the aegis/ ors of the 41 8 MW hydro-electric project (ESPRA) that is part of the Renova Transactor or 194 0 MW of operating protects that are part of the GME Transaction until shortly atter the completion c4 this offering upon receipt of the necessary governmental and lender consents In addrl cn with respect to the BoTherm Transaction and the LAP Transactors we do not expect to receive the necessary governmental and lender consents prior to the conviction of the offenng tut will have entered into cash distribution agreements with Bother, and our Sponsor respWrvely to recent cash distributor* from the protects prior to the transfer of such projects bus There can be no assurances however dal we will recewe these regulatory or Ihrd-party approvals or consents on the timetable urgently contemplated or at all We cannot assure you that regtlatory authorities n the jurisdictionsgoverning the Penang Acqusilons will not iMpOse additional or unanticipated terns and con:Rona or regulatory approvals in new• conditions to chasing such acquisti0ns The in waitron of arty new term or condition or additional regulatory approval may further delay our ability to close the Pending Acqusibens on the tirrelaige currently contemplated or adversely affect toe benches we expect from such transactions In the even: one or more of the Pending Acours0ces is not as 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-0058013 CONFIDENTIAL SDNY GM_00204197 EFTA01366485