EFTA01366542.pdf

Amendment #4 Page 113 of 868 1:#4x9' e I rim • Section 170 of to DGCL allows our board of directors to declare and pay dividends on the shares d aA Class A common stock eater • out d its sugus as dens] in and compiled in accordance with Dv DGCL. or • incase there stall be no 54th strpus out ta es net profits for the fiscal year m which the dvdend rs oedared foxtrot We emceeing fiscal year • We may lack strident cash to pay dmdends to holders of our Cass A carrion stock due to cash flows Menials attnbulatle to a number of operabonal, cenrrercial or otter factors, rcluding low avadaterty, as well as stresses n out operatrg andror general and adminstratnre expenses, principal arc interest payment on out outstanding debt income tax expenses ..vonong captal requrements or anticipated cash needs at cur pro/Kt-level subsidiaries. • Gbtel LLC's cash dstntubcns to us and, as a result our eddy to pay or gow our dividends s dependent upon the performance of our &Lbw:Rams and their ability to *grant* cash to vs The fitaty d our Proted.level subsidiaries to make cash distnIxtions to Global LLC may be restricted by. among otter things. the prowsons exiting and future indebtedness, applicable national. pommel state and local corporation laws and other laws and legulabcns. Our ability to grow our business and dividend We intend to tfON out business Prenatal threUgh the acquisition d contracted clean power generation /Mitt which we believe. will facilitate tIe growth0 out cash availed° for dstnbubon and enable us to increase our dviderd per share over time However. the determination of the amour[ of cash dvidends to be paid to haders of air Class A corrrnon nod( will be made by ow board of drectors and will depend upon our financial condition, results of operations. cash flows, long-tam prospects and any otter matters that our board of directors deems relevant We expect that we will rely primarily upon eternal fthanorg sources. including commercial bank borrowings and issuances of debt arid equity securities, to fund any future growth capital expendtures To the extent we are unable to trance growth eternally. our cash dvdend policy could sigrificantly impair our amity to grow because we do rot currently intend to reserve a substantial amount of cash generated from operations to kind growth opportundes. t external Ana rag is net available tots on acceptable terms, our board ol drectors may decide to finance accusations with cash from operators, which would reduce or even eliminate our cash average for dsmbuon and in turn impair our atility to pay dividends to holders of obi Class A common stock To tie extent we issue addd onal shares of capital stock to fund growth capital expenditures. the payment of dividends an those addnixial shares may rasese the risk lint we will be web* to maintain or increase ow per share dodencl level There are no limitations in our bylaws or certficate of ncorperation (other than a specified number of authorized shares), and there will not be any hrndatrons under out Revolver or in the indenture governing the Senor Notes. on our ability to saute additional shares of caplet stock. including preferred stock that would have priority over our Class A common Or with reseed to the payment d divderds Additionally the incurrence of additional commercial tank borrowings or other debt to fineries out growth would result in increased retreat expense. etch may impact our cash available tor distribution and, in turn, out abet/ to pay dividends to holders of our CUSS A common stock Minimum quarterly distribution Upon completion d this offering. the amended and restated operating agreement of Globes LLC will monde that during the Sutomination Pero the holders of Class A units (and Clan B1 units, d any), wig rove the rght to receive the 'Minimum Wine*/ Distribution' ol 50 2750 per unit for each whole quarter, or Si 1000 per 105 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-0058070 CONFIDENTIAL SDNY_GM_00204254 EFTA01366542