EFTA01366742.pdf

Amendment #4 Page 313 of 868 1 Alt .ff Conon, management investment research principal investment tax equty financing. hectgrg, market making, brokerage and other ',rental and non-financial actMbes and services Conan of the underwriters and their respectwe affiliates have provided, and may in the futue provides a variety of these service:skim and to persons and entities with relationships with us, for which they received or will receive cielornary fees and expenses. In particular, J.P. Morgan Secinbes LLC andor its affilates acted as arranger cf. and is the admnieff alive agent under, our Bridge Fealty Affiliates of J P Morgan Beanies LLC. Barclays Capital Inc . Crbgrap Global Markets Inc., Morgan Sankey & Co LLC, Goldman Sachs & Co. Merrill Lynch. Pierce. Fenner & Broth Incorporated and Deutsche Bath Securities Inc are lenders under the Bridge Facility and accordingly will receive a portion of is net proceeds from tin offering In addtion. J. P Morgan Secuntes LLC, Barclays Capital Inc , Citgroup Global Markets Inc . Morgan Stanley a Co LLC. Goldman, Sachs & Co Merrill Lynch, Pierce. Fenner & Smith Incorporated and Deutsche Bank Semmes Inc acted as placement agents in connection we, the Private Placements. Affiliates of Barclays Capital inc. Morgan Stanley & Co LLC. Goldman, Sachs & Co. and Deutsche Bank Secuntes Inc we lenders under SunEdisona credit facilty, under which it has pledged as security all d the shares of our Class B common stock that t owns n the ordinary course of their venous busness ectwoes, the urxlenvriters aid their respective affiliates officers directors and employees may purchase, sea or rod a [road array of investments and act.vey trade secuffies denvabvn, bins, arm:does, curettes credit delete swept and other financial instruments for their own account and for the accounts d trier customers, and such investmert and tracing acimbes may irwolve or relate to our assets, secunties andor instrunents (dreary. as collateral eecunng other obligatons On otherwise) andor the assets, securities andfor instrurrerts d persons and enttesvnth relationships vnth us The underwnters and their respective affiliates may also communcate independent rwestrrert recommendations market color or trading ideas and/or publish or express independent research yews in respect of sten assets securities or nstruments and may at any ome hold or recommend to delta that they should acquire, Icing ardor sort poscons in such assets. securities and instrunerts. Conflicts of Interest As described in 'Use of proceeds,' a porton of the net proceeds from tin offenng will be used to repay amounts cutstancing under as Bridge Facility Because affiliates of J P. Morgan Securities U_C, Barclays Capital Ire Ctigroup Global Markets Moaner Morgan Stanley & Co LLC wet receive mare than 5% of the net proceeds of this offering upon repayment of the Bridge Facility. each of J P. Morgan Securities LLC. Barclays Caporal Inc COgroup Global Markets Inc an Morgan Stanley & Co. LLC. Is deemed to have a conduct of interest under FIhRA Rule 5121 Accordinglir, ths offering will be condacted in compliance with FINRA Rile 5121. which requires, among ether dings, that a *quarried independent undenientet participate in the preparation d, and exercise the usual standards of 'due diligence' with rinsed to. the registration statement and the prospectus. BTG Pactual US Capital LLC has agreed to act as the qualified independent underwriter for the offering arid to undertake the legal responsibilities and leblibes d an underwriter under the Securibes Ad, spectrally including those inherent in Section 11 of the Secunbes Act. Pursuant to FINRA Rue 5121, J P Morgan Securities LLC. Bare WA Centel Inc . Citigroup Captor Markets Inc and Morgan Stanley & Co. LLC will not cordon any sales to any account over whch it exercises discretionary at/Monty *Owl the specific written approval of the account holder. Selling restrictions are, then in Me United States, no action has been taken by us or the underwriters that wotal perrnt a pilale offering of the sect/ties offered by His prospectus in any junscicton where actor fa that purpose is required The securities offered by this prospectus may not be offered or sold. directly or indirectly. nor may Ws 305 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-0058270 CONFIDENTIAL SDNY_GM_00204454 EFTA01366742