document_description: The document discusses potential legal and financial risks associated with bankruptcy and compliance with the Investment Company Act. It highlights the possibility of stockholders' distributions being viewed as preferential transfers or fraudulent conveyances under bankruptcy laws, which could lead to recovery actions by a bankruptcy court. It also addresses the potential breach of fiduciary duty by the board of directors and the implications of being deemed an investment company, which could impose burdensome compliance requirements. Additionally, it warns of the adverse effects of changes in laws or regulations and the liability of stockholders for third-party claims.


source: doj

document_description: The document discusses the potential liabilities of stockholders under the Delaware General Corporation Law (DGCL) in the event of a company's dissolution without completing a business combination within 24 months. It outlines the procedures under Section 280 and 281(b) of the DGCL for limiting stockholder liability and the implications of not complying with these procedures. It also addresses the registration of shares issuable upon exercise of warrants under the Securities Act and the potential issues that may arise if registration is not completed.

document_type: legal

document_subtype: corporate dissolution and stockholder liability

key_organizations:
Delaware General Corporation Law
NASDAQ
Delaware Court of Chancery
Securities Act
SEC


document_description: The document discusses the conditions under which warrants can be exercised, including registration and qualification under securities laws. It also covers the potential impact of registration rights on the market price of common stock and the challenges in completing a business combination. The document highlights the risks associated with pursuing a business combination with an unidentified target business across various industries.

document_subtype: Securities Offering Document


document_description: The document discusses the potential risks and considerations for a company seeking an initial business combination outside its management's areas of expertise. It highlights the possibility of pursuing acquisitions in sectors such as technology, media, financial services, industrials, and consumer/retail, even if they are outside the management's expertise. The document outlines the risks of investing in financially unstable businesses or those lacking an established record of revenue or earnings. It also mentions the potential dilution of stockholder interest if additional shares are issued to complete the business combination.

document_subtype: prospectus


document_description: The document discusses the potential issuance of additional shares of common or preferred stock by a company prior to its initial business combination. It outlines the potential impacts of such issuance, including dilution of equity interest, subordination of common stock rights, change in control, and adverse effects on market prices. The document also highlights the risks associated with the failure to complete an initial business combination, including wasted resources and potential financial losses. It emphasizes the dependency on key personnel for successful business operations and the challenges posed by their potential departure.

document_subtype: SEC filing


document_description: The document discusses the potential risks and conflicts of interest associated with a special purpose acquisition corporation (SPAC) managed by executives and directors with no prior experience in SPACs. It highlights concerns about the ability of key personnel to negotiate employment agreements, the limited ability to assess target business management, and potential conflicts of interest due to time allocation to other businesses. The document also mentions the possibility of key personnel from the target business resigning post-acquisition, which could impact operations and profitability.

document_type: correspondence


document_description: The document discusses potential conflicts of interest involving executive officers, directors, and affiliates of a company in relation to business opportunities and combinations. It highlights that these individuals may have affiliations with other entities engaged in similar business activities, leading to conflicts in determining which entity should be presented with business opportunities. The document also notes that the company has not adopted policies to prohibit financial interests in transactions or business combinations with affiliated entities, which may result in conflicts of interest. Additionally, it mentions that the company's sponsor, executive officers, and directors may lose their investment if a business combination is not completed, potentially influencing their decision-making.

key_people:
executive officers
directors
sponsor


document_description: The document discusses the financial arrangements and potential conflicts of interest related to an initial business combination. It outlines the sponsor's commitment to purchase private placement warrants, the voting and redemption agreements of the founder's shares, and the reimbursement of out-of-pocket expenses for the sponsor and executive officers. It also addresses the potential issuance of debt to complete the business combination and the associated risks.

key_people:
executive officers
directors

document_type: financial


document_description: The document discusses the financial implications and risks associated with a private placement of warrants and a business combination strategy. It highlights the potential lack of diversification and the risks of completing a business combination with a single or multiple target businesses. The document also addresses the challenges of acquiring private companies with limited information and the potential loss of control over a target business post-combination.


document_description: The document discusses the potential acquisition of a 100% interest in a target company and the implications of issuing new shares of common stock. It highlights the risks of management losing control if minority stockholders combine their holdings. The document also addresses the absence of a specified maximum redemption threshold, which could allow a business combination even if a majority of stockholders disagree. It mentions the higher exercise price of public warrants compared to similar offerings, making them more likely to expire worthless. The document also discusses the possibility of amending the company's charter to facilitate a business combination, which may not be supported by all stockholders.


document_description: The document discusses the potential influence of the initial stockholder and the sponsor on the company's governance and business combination process. It highlights the agreements made by the sponsor, executive officers, directors, and director nominees regarding amendments to the certificate of incorporation and the redemption of public shares. The document also addresses the challenges in obtaining additional financing for business combinations and the potential influence of the initial stockholder on stockholder votes.

key_people:
Sponsor
Executive Officers
Directors
Director Nominees


document_description: The document discusses the influence of the initial stockholder due to its ownership position, the dilution experienced by investors from the purchase of common stock, and the terms and potential amendments of warrants issued by the company. It highlights the potential adverse effects of warrants on the market price of common stock and the challenges they may pose in effectuating a business combination.

key_organizations: Continental Stock Transfer & Trust Company


document_description: The document discusses the terms and conditions of warrants and units in a business offering. It highlights the exercisability of warrants, the structure of units, and the factors considered in determining the offering price. The document also addresses the lack of a public market for the securities and the potential challenges in completing a business combination due to financial statement requirements.

document_type: other


document_description: The document discusses the financial statement requirements and exemptions applicable to an emerging growth company under the Securities Act and the JOBS Act. It highlights the potential challenges in acquiring target businesses due to these requirements and the implications of being an emerging growth company, including reduced disclosure obligations and exemptions from certain compliance requirements. The document also addresses the impact of the Sarbanes-Oxley Act on the company's business combination efforts and the potential effects of provisions in the company's certificate of incorporation on takeovers.

document_subtype: financial disclosure

key_organizations: Public Company Accounting Oversight Board

reference_numbers:
Section 404
Section 102(bX1)


document_description: The document discusses provisions in the company's amended and restated certificate of incorporation that may discourage unsolicited takeover proposals, including a staggered board of directors and the ability to issue new series of preferred shares. It also highlights anti-takeover provisions under Delaware law and potential risks if the company engages in a business combination with a company outside the United States. Additionally, it includes a cautionary note regarding forward-looking statements.

key_locations:
United States
Delaware


document_description: The document is a prospectus detailing forward-looking statements and the use of proceeds from an offering of 13,500,000 units at $10.00 per unit. It includes a table outlining gross proceeds, offering expenses, and net proceeds, both with and without the over-allotment option exercised.

document_type: tabular


document_description: This document provides a financial breakdown of expenses related to a business combination, including legal and accounting fees, office space payments, NASDAQ listing fees, and other miscellaneous expenses. It also discusses loans from sponsors, deferred underwriting commissions, and the use of a trust account for proceeds.

document_subtype: financial summary


document_description: The document outlines the financial arrangements and plans for a business combination, including the use of trust account proceeds, potential loans from sponsors, and administrative agreements. It also discusses conditions for stockholder approval and redemption of public shares.


document_description: The document outlines the conditions under which public stockholders can receive funds from a trust account, the dividend policy, and the dilution impact on stockholders related to a public offering. It specifies that stockholders can redeem shares upon the completion of a business combination or if the business combination is not completed within 24 months. The initial stockholder has waived certain rights, and the document details the dividend policy and potential dilution to investors.


document_description: The document provides financial details related to stockholder equity, public stockholders, and initial stockholders, including shares purchased, total consideration, and average price per share. It also outlines the pro forma net tangible book value calculations and the impact of the offering and sale of private placement warrants.

title: Capitalization and Stockholder Information

document_subtype: financial statement


document_description: This document is a financial statement discussing the stock structure and financial condition of a blank check company incorporated in Delaware. It outlines the authorized and issued shares of preferred and common stock, additional paid-in capital, and total stockholders' equity. The document also discusses the potential effects of issuing additional shares or debt securities in a business combination.


document_description: The document discusses the financial status and future plans of a company as of June 5, 2015. It highlights the company's cash position, deferred offering costs, and plans for raising capital and completing an initial business combination. The document outlines the company's lack of operations and revenue generation to date, and its expectation of increased expenses after becoming a public company. It also details the company's liquidity needs, the proceeds from an offering, and the intended use of funds, including those held in a trust account. The document mentions potential tax obligations based on Delaware franchise tax methods.


document_description: The document outlines the financial strategy and liquidity requirements for a business entity prior to its initial business combination. It discusses the use of funds held in a trust account, potential loans from sponsors, and estimated expenses for legal, accounting, and other operational costs. The document also addresses the possibility of needing additional financing if initial estimates are insufficient or if a significant number of public shares need to be redeemed.


document_description: The document outlines the company's internal control requirements under the Sarbanes-Oxley Act, its plans for assessing and improving internal controls, and related party transactions. It also discusses the investment strategy for proceeds from an offering and the associated market risk.

key_organizations:
Sarbanes-Oxley Act
JOBS Act
Securities Act


document_description: The document outlines financial arrangements related to a business offering, including loans from the sponsor, private placement warrants, and registration rights agreements. It also discusses the company's status as an emerging growth company under the JOBS Act.


document_description: The document discusses the company's evaluation of reduced reporting requirements under the JOBS Act for emerging growth companies, including exemptions from certain auditor and compensation disclosures. It also outlines the company's purpose as a blank check company seeking a business combination with a target enterprise value between $300 million and $1.5 billion. The management team is led by William Kerr, Paul Zepf, and Andrew Cook.

title: Proposed Business and Accounting Pronouncements

key_people:
William Kerr
Paul Zepf
Andrew Cook

key_organizations:
Eaglepoint Advisors
Meredith Corporation
Arbitron Inc.
The Interpublic Group
Penton Media
Golub Capital LLC
Corporate Partners II Ltd.
Lazard


document_description: The document provides detailed professional backgrounds of several key individuals associated with Eaglepoint and other organizations. It includes information about their past roles, achievements, and contributions to various companies in sectors such as private equity, insurance, technology, and industrial manufacturing.

key_people:
Mr. Zepf
Andrew Cook
Pano Anthos
David Chamberlain
Gary DiCamillo
Neal Goldman
Michael Johnston
Jeffrey Weiss

document_subtype: professional background summary

key_organizations:
Lazard
Corporate Partners Management LLC
Ironshore Ltd.
Blue Capital Reinsurance Holdings Ltd
GrcyCastle Life Reinsurance (SAC) Ltd
Altera Bermuda Ltd.
Harbor Point Ltd.
Axis Capital Holdings Ltd.
LaSalle Re Holdings, Ltd.
Eaglepoint
Oracle
Conde Nast
Stride Rite
Genesco
Shaklee
Nabisco Brands
Quaker Oats
TAC Worldwide
Polaroid Corporation
Black & Decker (DEWALT)
Culligan Inc.
CommonAngels Ventura
Skype
3Com
Hewlett Packard Company
Visteon Corporation
Johnson Controls, Inc.
Whirlpool
Dover Corp.
Armstrong World Industries
DFC Global


document_description: The document discusses the strengths and strategies of a combined team for a special purpose acquisition corporation. It highlights the team's experience in deal-making, proprietary deal sourcing, and value creation. The strategy involves leveraging a broad network of industry relationships to identify and acquire companies, with a focus on adding value post-merger. The document also notes that past performance is not a guarantee of future success.


document_description: The document outlines the breadth of industry backgrounds, depth of management expertise, innovative growth strategies, and proven track record of industry successes of a management team. It discusses the team's investment focus, industry sector expertise, and the potential for business combinations with non-public companies. The document emphasizes the team's experience in technology and media sectors and their ability to drive growth in shareholder value.

document_subtype: business strategy document


document_description: The document outlines the combined team's experience and strategy for sourcing, executing, and adding value to business combinations in media-related, industrial, consumer/retail, and financial sectors. It details acquisition criteria focusing on value-added capital for growth, operational improvements, deleveraging, and partnership sales.


document_description: The document discusses the challenges and strategies related to private equity portfolio companies, particularly in the context of business combinations and initial public offerings (IPOs). It highlights the increasing holding period of portfolio companies, the potential for acquisitions as a means of going public, and the conflicts of interest that may arise for management and directors. The document also outlines the fiduciary duties of officers and directors, the conditions under which they may present business opportunities, and the potential for financial advisory fees in connection with business combinations.

key_people:
management team
officers
directors
director nominees

key_organizations: FINRA NASDAQ


document_description: The document outlines the structure and strategy for an initial business combination, emphasizing the acquisition of at least 80% of the target's equity or assets. It discusses the registration of securities under the Securities Exchange Act and the company's status as an 'emerging growth company' under the JOBS Act, which allows for certain reporting exemptions. The document also highlights the benefits of being a public company for potential business combinations.

key_organizations: SEC FINRA


document_description: The document discusses an alternative method to becoming a public company through an initial business combination rather than a typical initial public offering (IPO). It outlines the financial position and strategy for effecting the initial business combination, including the use of cash, debt, or equity securities. The document also mentions the potential benefits of becoming public, such as greater access to capital and management incentives. It specifies that the NASDAQ rules require the business combination to have a fair market value of at least 80% of the trust account balance.

document_subtype: business combination prospectus


document_description: The document outlines the process and considerations for completing an initial business combination, including valuation methods, ownership requirements, and potential risks. It highlights the lack of business diversification and the limited ability to evaluate the target's management team.

document_subtype: business combination disclosure

key_organizations:
FINRA
Investment Company Act


document_description: The document discusses the uncertainties regarding the retention of key personnel following a business combination, the potential need to recruit additional managers, and the conditions under which stockholder approval is required for business combinations. It also outlines the rules for stockholder approval under NASDAQ's listing rules and the conditions for permitted purchases of securities by insiders.

title: Business Combination and Stockholder Approval

key_organizations: NASDAQ SEC


document_description: The document outlines the procedures and conditions under which the company's sponsor, officers, directors, and affiliates may purchase shares to support a business combination. It discusses the potential impact on stockholder approval, public float, and compliance with securities laws. It also details the redemption rights for public stockholders upon the completion of the initial business combination, including the manner of conducting redemptions either through a stockholder meeting or a tender offer.

key_people: sponsor officers directors affiliates

reference_numbers:
Rule 10b-18
Section 9(a)(2)
Rule 106-5
Rule 13e-4
Regulation 14E


document_description: The document outlines the regulations and procedures related to redemption rights and business combinations under the Exchange Act. It discusses the termination of plans to purchase shares in the open market upon public announcement of a business combination, the conditions under which tender offers will be made, and the requirements for stockholder approval. It also details the restrictions on redemption rights to prevent stockholders from accumulating large blocks of shares to force management actions.

title: Redemption Rights and Business Combination Regulations


document_description: The document outlines the procedures and conditions under which public stockholders can exercise their redemption rights in connection with a business combination. It discusses the limitations on redemption rights to prevent stockholders from blocking business combinations, the process for tendering stock certificates, and the costs associated with the tendering process. It also compares these procedures to those used by other blank check companies and explains the irrevocability of redemption elections once a business combination is approved.


document_description: The document outlines the procedures for the redemption of public shares and liquidation if the company fails to complete an initial business combination within 24 months of the offering. It details the steps for winding up operations, redeeming public shares, and liquidating the company, including the handling of trust account funds and creditor claims. It also discusses the waiver of rights by the initial stockholder and the conditions under which amendments to the certificate of incorporation can be proposed.

key_people:
executive officers
directors
director nominees


document_description: The document discusses the potential liabilities and indemnification obligations related to a trust account in the context of a business offering. It outlines scenarios where third parties may refuse to execute waivers, the role of Paul Zepf in indemnifying the trust account, and the legal implications under Delaware law for stockholders in the event of liquidation.

document_subtype: legal disclosure

reference_numbers:
Section 280 of the DGCL
Section 174 of the DGCL


document_description: The document outlines the procedures and obligations of a company in the event it fails to complete a business combination within 24 months of its offering. It details the liquidation process, redemption of public shares, and the handling of claims against the trust account. The document also discusses the potential legal implications of bankruptcy and the responsibilities of the company's board.

document_subtype: corporate governance


document_description: The document outlines the requirements and restrictions related to the offering and initial business combination as per the amended and restated certificate of incorporation. It includes provisions for stockholder approval, redemption rights, and conditions for the business combination. It also compares redemption or purchase prices in connection with the business combination and failure to complete it within 24 months.

document_subtype: certificate of incorporation


document_description: The document discusses the financial terms and implications of a business combination offering, including redemption conditions, impact on stockholders, and a comparison with Rule 419 offerings. It outlines the escrow requirements for offering proceeds and the impact of redemptions on book value per share.


document_description: The document outlines the terms of an investment offering, including the investment of net proceeds, receipt of interest on escrowed funds, limitations on the fair value or net assets of the target business, and trading of securities issued. It compares the terms of the offering with those under a Rule 419 offering.

document_subtype: Investment Offering Terms


document_description: The document outlines the terms of a financial offering, including the exercise of warrants, election to remain an investor, business combination deadlines, and terms under a Rule 419 offering. It details the conditions under which stockholders can redeem their shares, the process for completing a business combination, and the return of funds if certain conditions are not met.


document_description: The document outlines the terms of an offering, including the release of funds, limitations on redemption rights for stockholders holding more than 10% of shares, and procedures for tendering stock certificates. It specifies conditions under Rule 419 for the release of funds from a trust account and restrictions on stockholder redemption rights in connection with a business combination.

document_subtype: Offering Terms


document_description: The document discusses the process for stockholders to exercise redemption rights in a business combination, competition faced in identifying target businesses, facilities and employee details, and periodic reporting obligations. It highlights the need for stockholders to tender their certificates to the transfer agent and the competitive landscape in acquiring target businesses.

key_locations: I Rockefeller Center, New York, New York 10020

key_organizations:
Depository Trust Company
SEC


document_description: The document outlines the financial and legal considerations for stockholders regarding the acquisition of a target business, compliance with the Sarbanes-Oxley Act, and the company's status as an 'emerging growth company' under the JOBS Act. It also provides information on the company's management and legal proceedings.

key_people:
William Kerr
Paul Zepf
Andrew Cook
Gary DiCamillo
Jeffrey Weiss

key_organizations:
SEC
Securities Act
JOBS Act
Sarbanes-Oxley Act


document_description: Profiles of director nominees for a board of directors, detailing their professional backgrounds and qualifications.

key_people:
William Kerr
Paul Zepf
Andrew Cook
Gary T. DiCamillo

key_locations:
Bermuda
Dedham, Massachusetts

document_subtype: director nominee profiles

key_organizations:
Eaglepoint Advisors
Meredith Corporation
Arbitron Inc.
The Interpublic Group
Penton Media
Whirlpool Corporation
Principal Financial Group
StorageTek
Golub Capital
Corporate Partners II Ltd
Lazard
Ironshore Ltd
Blue Capital Reinsurance Holdings Ltd
GreyCastle Life Reinsurance (SAC) Ltd
Alterra Bermuda Ltd
Harbor Point Ltd
Axis Capital Holdings Ltd
LaSalle Re Holdings Ltd
Advantage Resourcing
Polaroid Corporation
Black & Decker


document_description: The document provides detailed professional backgrounds of several individuals who are set to become directors or advisors of a company upon the effective date of a prospectus. It includes their past roles, achievements, and qualifications, highlighting their extensive experience in various industries.

key_people:
Mr. DiCamillo
Pane Anthos
Jeffrey Weiss
David Chamberlain

key_locations: Boston Massachusetts

key_organizations:
Whirlpool Corporation
The Sheridan Group, Inc.
Pella Corp.
Berkshire Manufactured Products Corp.
Universal Trailer Corp.
Select Staffing Corp.
Eaglepoint
DFC Global
Bear Stearns
Leonard Green Partners
Lone Star Partners
Stride Rite Corporation
Genesco, Inc.
Shaklee Corporation


document_description: The document provides information about the professional backgrounds and roles of several individuals associated with a company, including Mr. Chamberlain, Neal Goldman, and Michael Johnston. It outlines their past experiences, current roles, and contributions to the company. The document also describes the structure and terms of the company's board of directors and the independence requirements for directors as per NASDAQ listing standards.

key_people:
Mr. Chamberlain
Neal Goldman
Michael Johnston
Messrs. Anthos
Messrs. Weiss
Messrs. Zepf
Messrs. Kerr
Messrs. DiCamillo

key_locations:
United States
Canada
Asia
South America
Europe
Commonwealth of Massachusetts

document_subtype: corporate overview

key_organizations:
Nabisco Brands
Quaker Oats
Eddie Bauer
Wild Oats
Papyrus
Mrs. Fields
Faglepoint
Skype
Microsoft Corporation
3Com
Hewlett-Packard Company
Polaroid Corporation
CommonAngels Ventures
Nets, Inc.
US Robotics
Eaglepoint
Visteon Corporation
Johnson Controls, Inc.
Whirlpool Corporation
Dover Corp.
Armstrong World Industries


document_description: The document outlines the structure and compensation of the board of directors and executive officers for a company planning to list on NASDAQ. It details the compensation policies, including monthly payments to the sponsor for office space and potential fees for financial advisory services. It also describes the committees of the board, including the audit and compensation committees, and their composition.

key_people: Kerr DiCamillo Anthos Wein Weiss


document_description: The document outlines the responsibilities of the audit and compensation committees of a board of directors. The audit committee's duties include overseeing independent auditors, pre-approving services, and reviewing related party transactions. The compensation committee's responsibilities involve reviewing executive compensation, implementing incentive plans, and potentially hiring advisors.

key_people:
Mr. DiCamillo
Mr. Weiss
Mr. Kerr

document_subtype: committee responsibilities

key_organizations:
SEC
Financial Accounting Standards Board
NASDAQ


document_description: The document outlines the procedures for director nominations, compensation committee interlocks, code of ethics, and conflicts of interest for a company. It discusses the potential payment of fees from offering proceeds, the formation of a corporate governance and nominating committee, and the adoption of a Code of Ethics. It also addresses conflicts of interest for officers and directors with fiduciary or contractual obligations to other entities.

key_people: Kerr DiCamillo Anthos Weiss

document_subtype: prospectus


document_description: The document outlines potential conflicts of interest for officers and directors of a company involved in a blank check company formation. It discusses time allocation conflicts, investment opportunity conflicts, and stockholder redemption rights. It also details the legal obligations of officers and directors under Delaware law to present business opportunities to the corporation.

key_people:
Officers
Directors
Director Nominees

document_subtype: conflict of interest disclosure


document_description: The document outlines pre-existing fiduciary or contractual obligations of various individuals to present business opportunities to specific entities before presenting them to others. It includes details of individuals like William Kerr, Paul Zepf, Andrew Cook, and Gary DiCamillo, and their affiliations with entities such as Eaglepoint Advisors, Interpublic Group, Penton Media, Ironshore Ltd., Blue Capital Reinsurance Holdings Ltd, GreyCastle Life Reinsurance (SAC) Ltd, Whirlpool Corporation, The Sheridan Group, Pella Corp., and Berkshire Manufactured Products Corp.

key_people:
William Kerr
Paul Zepf
Andrew Cook
Gary DiCamillo

document_subtype: contractual obligations

key_organizations:
Eaglepoint Advisors
Interpublic Group
Penton Media
Ironshore Ltd.
Blue Capital Reinsurance Holdings Ltd
GreyCastle Life Reinsurance (SAC) Ltd
Whirlpool Corporation
The Sheridan Group
Pella Corp.
Berkshire Manufactured Products Corp.


document_description: The document outlines fiduciary and contractual obligations of certain executives and directors to present business opportunities to specific entities before presenting them to the company. It also discusses the company's policy on pursuing business combinations with affiliated companies, voting agreements for business combinations, and indemnification of officers and directors.

key_people:
Mr. DiCamillo
Mr. DiCantillo
Pano Anthos

key_organizations:
Universal Trailer Corp.
Select Staffing Corp.
Eaglepoint Advisors


document_description: The document provides information regarding the beneficial ownership of common stock as of the date of the prospectus. It includes details about the ownership percentages before and after the offering, assuming no purchase of units in the offering. The table lists the beneficial owners, including Global Partner Sponsor I LLC, Paul Zepf, and others, along with their respective shares and ownership percentages.

title: Principal Stockholders

key_people:
Paul Zepf
Andrew Cook
William Kerr
Gary DiCamillo
Pano Anthos
Jeffrey Weiss

key_locations: 1 Rockefeller Center, 10th Floor, New York, New York 10020

key_organizations:
Global Partner Sponsor I LLC
Tomahawk International Holdings Limited


document_description: This document outlines the details of a securities offering, including the ownership structure post-offering, the purchase of private placement warrants by the sponsor, and the transfer restrictions on founder shares and private placement warrants. The initial stockholder will maintain a 20% ownership post-offering, and the sponsor has committed to purchasing private placement warrants. Transfer restrictions are detailed for founder shares and private placement warrants, with specific conditions under which transfers are allowed.

key_people:
Initial Stockholder
Sponsor
Executive Officers
Directors

document_subtype: Securities Offering Document


document_description: The document outlines the registration rights for holders of founder shares and private placement warrants, including conditions for registration under the Securities Act. It also details certain relationships and related party transactions, such as the purchase of founder shares by the sponsor, the commitment to purchase private placement warrants, and the administrative services agreement with the sponsor.

key_people:
Sponsor
Executive Officers
Directors

document_subtype: Registration Rights and Related Party Transactions


document_description: The document outlines financial arrangements related to an initial business combination, including fees, reimbursements, loans, and securities. A fee up to $3,000,000 may be paid upon closing the business combination, subject to audit committee review. Reimbursements for out-of-pocket expenses incurred by sponsors and affiliates are discussed, with no cap on such reimbursements. Details of loans from the sponsor, including a $225,000 loan for offering expenses, are provided. The document also covers potential loans for transaction costs, convertible into warrants, and post-combination compensation for management. A registration rights agreement for founder shares and private placement warrants is mentioned. The description of securities includes details on units, common stock, and warrants.


document_description: The document outlines the trading and separation of units into common stock and warrants following an offering. It details the conditions under which separate trading will begin, the filing of a Current Report on Form 8-K, and the rights of common stockholders. It also discusses the potential need to increase authorized shares in the event of a business combination and the requirements for holding an annual meeting of stockholders.

key_organizations:
Deutsche Bank Securities Inc.
SEC
NASDAQ
Delaware Court of Chancery


document_description: The document outlines the procedures and conditions for a business combination, including stockholder voting and redemption rights. It specifies the use of tender offer rules if a stockholder vote is not required by law and details the restrictions on redeeming shares exceeding 10% of the offering. It also covers the consequences if the business combination is not completed within 24 months, including liquidation procedures.

document_subtype: business combination agreement


document_description: This document outlines the terms and conditions related to the stock offering, including the rights of stockholders in the event of liquidation, the characteristics of founder shares, and the potential issuance of preferred stock. It details the voting rights and transfer restrictions associated with founder shares and the board's authority to issue preferred stock without stockholder approval.

document_subtype: stock offering document


document_description: The document outlines the terms and conditions for public stockholders' warrants, including the exercise price, expiration, and redemption conditions. Warrants allow holders to purchase shares of common stock, subject to registration and qualification under securities laws. The document also details the company's obligations to file a registration statement and the conditions under which warrants can be redeemed.

document_subtype: warrant


document_description: This document outlines the terms and conditions related to the exercise of warrants for common stock, including cashless exercise options, adjustments in the number of shares issuable due to stock dividends or splits, and changes in warrant exercise price due to dividends or distributions. It also covers the impact of stock consolidations or reverse splits on the number of shares issuable upon warrant exercise.


document_description: The document outlines the terms and conditions of warrants issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company and the issuer. It details the adjustments to the number of shares purchasable upon exercise of the warrants in case of reclassification, reorganization, merger, or consolidation. It also describes the rights of warrant holders in tender or exchange offers and the conditions under which the warrant exercise price may be reduced. The document specifies that the terms of the warrants can be amended with the approval of at least 65% of the outstanding public warrants.

document_subtype: warrant agreement


document_description: The document outlines the terms and conditions for exercising warrants related to common stock, including the handling of fractional shares, private placement warrants, and dividend policies. It specifies that warrants can only be exercised for whole shares, and private placement warrants have restrictions on transferability and redemption. The document also discusses the cashless exercise option for private placement warrants and the company's dividend policy. Additionally, it mentions the role of Continental Stock Transfer & Trust Company as the transfer and warrant agent.


document_description: The document outlines the amended and restated certificate of incorporation for a company, detailing requirements and restrictions related to an offering until the completion of an initial business combination. Key provisions include the redemption of public shares if the business combination is not completed within 24 months, restrictions on issuing additional shares, and conditions for business combinations with affiliated entities. It also includes anti-takeover provisions under Delaware law.

document_subtype: Certificate of Incorporation


document_description: The document outlines provisions related to business combinations under Delaware law, specifically Section 203, which restricts certain transactions with interested stockholders. It also details the structure of the board of directors, stockholder meeting protocols, and securities eligible for future sale. The document includes information on stockholder proposals, director nominations, and the availability of authorized but unissued stock.


document_description: The document outlines the conditions under which restricted shares of common stock or warrants can be sold under Rule 144. It specifies the requirements for non-affiliates and affiliates, including the percentage of shares that can be sold and the reporting requirements. It also details restrictions on the use of Rule 144 by shell companies or former shell companies and the conditions under which these restrictions can be lifted. Additionally, it describes the registration rights for holders of founder shares and private placement warrants, including the conditions for registration and the lock-up period.

document_subtype: Securities Regulation

reference_numbers:
Rule 144
Section 13
15(d)
Form 144
Form 8-K
Form 10
Rule 415


document_description: The document discusses the listing of securities on NASDAQ and the U.S. federal income tax considerations related to the acquisition, ownership, and disposition of units, shares of common stock, and warrants. It also addresses the potential classification as a personal holding company for tax purposes.


document_description: The document discusses the potential classification of a company as a Personal Holding Company (PHC) and the associated tax implications. It also covers the allocation of purchase price and characterization of a unit for U.S. federal income tax purposes, including the treatment of shares of common stock and warrants. The document provides guidance for U.S. holders regarding the taxation of distributions and the dividends received deduction for taxable corporations.


document_description: The document discusses the tax implications for U.S. holders of common stock and warrants, including qualified dividends, capital gains or losses on sale or redemption, and the conditions under which a redemption qualifies as a sale under Section 302 of the Code. It also explains the tests for determining whether a redemption is treated as a sale or a corporate distribution.


document_description: The document discusses the U.S. federal income tax consequences for U.S. holders regarding redemptions, exercise or lapse of warrants, cashless exercise of warrants, and possible constructive distributions. It highlights the importance of consulting tax advisors due to the complexity and lack of clear authority on certain tax treatments.

document_subtype: tax document


document_description: This document outlines the U.S. federal income tax implications for U.S. and Non-U.S. holders of units, shares of common stock, and warrants. It details the conditions under which backup withholding may apply to U.S. holders and the tax treatment of distributions and gains for Non-U.S. holders. The document also discusses the tax implications of exercising or lapsing warrants and the potential classification as a 'United States real property holding corporation.'


document_description: The document discusses U.S. federal income tax implications for Non-U.S. holders of common stock, including conditions under which gains are taxable, potential withholding requirements, and the impact of FATCA regulations. It outlines scenarios where Non-U.S. holders may be subject to U.S. taxes, such as if the company is a U.S. real property holding corporation or if the holder has significant ownership. It also covers information reporting, backup withholding, and FATCA withholding taxes.


document_description: The document outlines the terms and conditions of an underwriting agreement involving Deutsche Bank Securities Inc. and I-Bankers Securities Inc. for the purchase of 13,500,000 units on a firm commitment basis. It details the obligations of the underwriters, the public offering price, and the over-allotment option for additional units. It also includes lock-up agreements for the sponsor, officers, directors, and initial stockholder regarding the sale of shares and warrants.

document_subtype: underwriting agreement

key_organizations:
Deutsche Bank Securities Inc.
I-Bankers Securities Inc.


document_description: The document outlines the offering price determination and underwriting details for Global Partner Acquisition Corp.'s initial public offering. It includes information on NASDAQ listing symbols, underwriting discounts, and commissions, as well as conditions for deferred commissions and short sales.

document_subtype: financial document

key_organizations:
Global Partner Acquisition Corp.
NASDAQ
FINRA


document_description: The document discusses the terms and conditions of an offering, including stabilizing transactions, indemnification of underwriters, and potential future engagements with underwriters. It also includes a notice to prospective investors in Australia, outlining the legal requirements and restrictions for offering shares in Australia.

key_organizations: Australian Securities and Investments Commission


document_description: This prospectus provides general information about an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA) and the Prospectus Directive in the European Economic Area. It is intended for specific qualified investors and outlines restrictions on public offers in various regions, including the Dubai International Financial Centre, the European Economic Area, and Switzerland. The document emphasizes the need for prospective investors to conduct due diligence and seek expert advice.

key_locations:
Dubai International Financial Centre
European Economic Area
Switzerland

key_organizations:
Dubai Financial Services Authority
European Economic Area
SIX Swiss Exchange


document_description: This document is a legal notice to prospective investors in Switzerland, the United Kingdom, France, and Hong Kong regarding the offering of shares. It outlines the regulatory restrictions and requirements for offering and marketing shares in these jurisdictions, emphasizing that the document has not been approved by relevant authorities and is not intended for public distribution.

key_locations:
Switzerland
United Kingdom
France
Hong Kong

key_organizations: Swiss Financial Market Supervisory Authority FINMA


document_description: This document is a prospectus related to the offering of securities by Global Partner Acquisition Corp. It includes notices to prospective investors in Hong Kong, Japan, and Singapore, legal matters, experts involved, and where additional information can be found. The legal matters section mentions Ellenoff Grossman & Schole LLP and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisors. The experts section references WithumSmith+Brown, PC as the accounting firm. The document also provides information on the registration statement filed with the SEC.

key_locations:
New York, New York
Palo Alto, California
Hong Kong
Japan
Singapore

key_organizations:
Global Partner Acquisition Corp.
SEC


document_description: Audit report for Global Partner Acquisition Corp. covering the balance sheet as of June 5, 2015, and related financial statements for the period from May 19, 2015, to June 5, 2015. The audit was conducted by WithumSmith+Brown, PC, and concluded that the financial statements present fairly, in all material respects, the financial position of the company.

title: Report of Independent Registered Public Accounting Firm

document_subtype: audit report

key_organizations: Public Company Accounting Oversight Board


document_description: The document contains financial statements for Global Partner Acquisition Corp. for the period from May 19, 2015 (inception) to June 5, 2015. It includes a balance sheet, statement of operations, and statement of stockholder's equity. The total assets and liabilities are $26,000, with a net loss per common share of $0.00. The sale of common stock to the sponsor at $0.006 per share resulted in $25,000 in additional paid-in capital.

title: GLOBAL PARTNER ACQUISITION CORP. Financial Statements

document_subtype: financial statement


document_description: The document is a financial statement for Global Partner Acquisition Corp. detailing cash flows from May 19, 2015, to June 5, 2015. It includes a net loss, cash flows from financing activities, and notes on the company's organization, business operations, and proposed financing.

title: Statement of Cash Flows and Notes to Financial Statements


document_description: The document outlines the business operations and financial strategies of Global Partner Acquisition Corp. regarding a proposed business combination. It details the company's discretion in applying net proceeds from an offering towards acquiring a target business, the process for stockholder approval or tender offers, and the conditions under which public shares can be redeemed. It also specifies the timeline for completing a business combination and the procedures if the company fails to do so within 24 months.

title: GLOBAL PARTNER ACQUISITION CORP. Notes to Financial Statements


document_description: The document provides notes to the financial statements of Global Partner Acquisition Corp., detailing the organization's business operations, significant accounting policies, and financial instruments. It discusses the basis of presentation, emerging growth company status under the JOBS Act, net loss per common share, concentration of credit risk, fair value of financial instruments, use of estimates, and deferred offering costs.

document_subtype: Notes to Financial Statements


document_description: The document outlines the accounting policies and recent pronouncements affecting Global Partner Acquisition Corp. It discusses costs related to a proposed offering, income tax accounting under FASB ASC 740, and recent accounting pronouncements including ASU 2014-10 and ASU 2014-15. The company plans to offer 13,500,000 units at $10.00 per unit in a proposed public offering.

title: Global Partner Acquisition Corp. Financial Statement Notes

key_organizations: Financial Accounting Standards Board (FASB)


document_description: The document outlines the terms of a securities offering by Global Partner Acquisition Corp. It details the conditions under which warrants can be exercised, the underwriting discounts, and related party transactions involving Founder Shares. The document also specifies the lock-up period for the initial stockholder's shares.

document_subtype: Securities Offering


document_description: The document outlines financial transactions and agreements related to Global Partner Acquisition Corp., including the purchase of Private Placement Warrants by the Sponsor, registration rights, related party loans, and administrative service agreements. It also details the company's common stock structure and potential changes upon completion of a proposed offering.

key_organizations:
Global Partner Acquisition Corp.
Global Partner Sponsor I LLC


document_description: The document is a prospectus for Global Partner Acquisition Corp. It outlines the authorization to issue 1,000,000 shares of preferred stock, with rights and preferences to be determined by the Board of Directors. As of June 5, 2015, no shares have been issued. The prospectus includes a table of contents covering various sections such as risk factors, use of proceeds, management discussion, and legal matters.

document_subtype: prospectus


document_description: This document is a preliminary prospectus for an offering involving Deutsche Bank Securities and I-Bankers Securities, Inc. It includes information on the estimated expenses payable in connection with the offering, excluding underwriting discounts and commissions.

title: Preliminary Prospectus

document_subtype: Prospectus

key_organizations:
Deutsche Bank Securities
I-Bankers Securities Inc.


document_description: The document outlines the indemnification provisions for directors, officers, employees, and agents of a corporation as per Section 145 of the Delaware General Corporation Law. It details the conditions under which indemnification is applicable, including actions taken in good faith and in the best interests of the corporation. It also specifies the process for determining indemnification eligibility.

title: Indemnification of Directors and Officers

document_subtype: indemnification clause


document_description: The document outlines the indemnification and advancement of expenses for officers, directors, employees, and agents of a corporation. It details the conditions under which expenses may be advanced, the rights to indemnification, and the corporation's ability to purchase insurance for liabilities. It also addresses the continuation of indemnification rights after a person has ceased to hold a position and the jurisdiction of the Court of Chancery over related actions.

document_subtype: indemnification policy


document_description: The document outlines provisions in the amended and restated certificate of incorporation regarding the limitation of liability and indemnification of directors and officers. It specifies that directors are not personally liable for monetary damages for breaches of fiduciary duty, except as restricted by the DGCL. It also details the indemnification rights for directors and officers against expenses and liabilities incurred in legal proceedings, with conditions for advancement of expenses.

document_subtype: corporate governance


document_description: The document outlines the indemnification provisions in the company's bylaws, including the right to indemnity and the ability to purchase insurance for protection against liabilities. It also details recent sales of unregistered securities, including the purchase of founder shares and private placement warrants by Global Partner Sponsor I LLC. The document includes undertakings related to the underwriting agreement and mentions the SEC's stance on indemnification under the Securities Act of 1933.

document_subtype: Registration Statement

key_organizations:
Global Partner Sponsor I LLC
Securities and Exchange Commission

reference_numbers:
Exhibit 10.7
Exhibit 1.1


document_description: This document is an amendment to a registration statement filed by Global Partner Acquisition Corp. It outlines the company's undertakings regarding liability under the Securities Act of 1933, including indemnification clauses and conditions under which the registrant will be considered a seller in the offering of securities. The document is signed by Paul Zepf, CEO, on July 27, 2015.

title: Amendment No. 2 to the Registration Statement

document_subtype: Registration Statement Amendment


document_description: This document is a power of attorney and exhibit index related to an amendment to a registration statement filed with the SEC. It appoints Paul Zepf as attorney-in-fact for signing amendments to the registration statement. The document includes signatures from key individuals and an exhibit index listing various legal documents and agreements related to the registration.

key_people:
Paul Zepf
Andrew Cook

document_subtype: Power of Attorney and Exhibit Index

key_organizations: Continental Stock Transfer & Trust Company


document_description: Authorization for asset movement for non-retirement accounts, allowing Deutsche Bank Alex. Brown to follow specified asset movement instructions for Jeffrey E Epstein's account. Includes wire transfer instructions for $50,000 to TD Bank and provisions for checks, journals, and free deliveries. Contains standing authorization and verbal instruction clauses.

key_people:
Jeffrey E Epstein
Harry Beller

document_subtype: Authorization for Asset Movement

key_organizations:
Deutsche Bank Alex. Brown
TD Bank


document_description: A memorandum from Darren Indyke to Arthur Tendler requesting a wire transfer of 2,500 Euros from a specified debit account to a beneficiary through Societe Generale.

key_people:
Jeffrey E. Epstein
Arthur Tendler
Darren Indyke

document_subtype: wire transfer


document_description: A confidential note or letter signed by Bella, marked as confidential under Federal Rules of Criminal Procedure.


document_description: A memorandum from Darren Indyke to Marjorie requesting a wire transfer of 10,000 Euros from a specified account to a beneficiary in Dubai, UAE.

key_people:
Darren Indyke
Marjorie
Bella Klein
Amar Siad


document_description: This document is an amendment to the Form S-1 registration statement filed by TerraForm Global, Inc. with the SEC. It includes details about the company's registration under the Securities Act of 1933, the amount and class of securities to be registered, and the calculation of registration fees. The document also lists key individuals and legal representatives involved in the filing process.

title: Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT

key_people:
Carlos Domenech Zornoza
Dennis M. Myers
Paul D. Zier
Kirk A. Davenport II

key_locations:
Bethesda, Maryland
Chicago, Illinois
New York, New York

document_subtype: Securities Registration Statement

key_organizations: United States Securities and Exchange Commission


document_description: This document is a prospectus for the initial public offering of 56,570,000 shares of Class A common stock of TerraForm Global, Inc. The shares are being sold by the company, with an estimated initial public offering price between $19.00 and $21.00 per share. The Class A common stock will be listed on the NASDAQ Global Select Market under the symbol 'GLBL.' The prospectus outlines the voting structure, with Class A shares having one vote per share and Class B shares, held by SunEdison, Inc., having 100 votes per share. The document also mentions underwriting details and the option for underwriters to purchase additional shares.

title: TerraForm Global, Inc. Initial Public Offering Prospectus

key_organizations:
TerraForm Global, Inc.
NASDAQ Global Select Market
J.P. Morgan Securities LLC
Barclays Capital Inc.
Goldman Sachs & Co.
Citigroup
Morgan Stanley
BofA Merrill Lynch
Deutsche Bank Securities
BTG Pactual
Kotak Investment Banking
SMBC Nikko
SOCIETE GENERALE


document_description: A collage of three scenes depicting renewable energy generation: a solar farm, wind turbines, and a hydroelectric dam.

document_type: media

document_subtype: image


document_description: The document provides an overview of TerraForm's clean power generation projects across Asia, Africa, and Latin America, detailing the total nameplate capacity and the globally diversified portfolio. It includes a table of capacities by country and technology percentages.

title: Amendment #4

key_locations:
Asia
Africa
Latin America
China
India
Brazil
Nicaragua
Honduras
Costa Rica
Peru
Uruguay
South Africa
Thailand
Malaysia

document_subtype: Amendment

key_organizations: TerraForm SunEdison


document_description: This document appears to be a table of contents or index from a larger document, possibly related to legal or financial matters. It includes references to various topics such as TerraForm, Hepatitis, Shiraz, LAP-HSC, influenza A H1N1, and Godoy. There are also references to confidential information and legal confidentiality under Federal Rules.

title: Amendment #4


document_description: This document is a prospectus amendment containing a table of contents and a disclaimer about the accuracy and authorization of the information provided. It outlines various sections such as risk factors, use of proceeds, and legal matters.

title: Amendment #4


document_description: The document is a prospectus amendment for TerraForm Global, Inc., detailing trademarks, industry data, and defined terms related to the company's operations and market position. It includes information on trademarks, industry data sources, and specific terminology used in the prospectus.

title: Amendment #4

key_organizations:
TerraForm Global, Inc.
SunEdison, Inc.
Bloomberg New Energy Finance
First Wind
TerraForm Power
TerraForm Global, LLC
TerraForm Global Operating, LLC


document_description: The document outlines the initial portfolio of 42 projects with a total capacity of 1,406.1 MW, which will be owned or acquired by the company. It includes details on projects to be acquired from third parties and contributions from the Sponsor, SunEdison, Inc. The document also defines key terms and references currency denominations.

title: Amendment #4

document_subtype: amendment

key_organizations:
SunEdison, Inc.
TerraForm Power, Inc.


document_description: This document is a prospectus for TerraForm Global, Inc., a renewable energy company focused on acquiring wind, solar, and hydro-electric power plants. The company aims to increase dividends by acquiring clean power generation assets with long-term contracted cash flows. Initial target markets include China, Brazil, India, and others. The initial portfolio includes projects with a total capacity of 1,406.1 MW, supported by power purchase agreements with a weighted average remaining life of 19 years. The company plans to expand into other high-growth emerging markets.

title: Amendment #4 - TerraForm Global, Inc. Prospectus

key_locations:
China
Brazil
India
South Africa
Honduras
Costa Rica
Peru
Uruguay
Malaysia
Thailand


document_description: The document discusses the portfolio growth strategy, call and ROFO rights, and third-party acquisitions related to renewable energy projects. It outlines the agreements with the Sponsor and third-party developers to expand the project portfolio, including solar, wind, and hydro-electric projects. The Sponsor's background and capabilities in the renewable energy sector are also highlighted.

title: Amendment #4


document_description: The document discusses the experience and expertise of a Sponsor in acquiring, financing, and operating clean power generation assets. It highlights the Sponsor's previous achievements, including the launch of TerraForm Power and various acquisitions. The document also outlines the market opportunity for renewable energy, emphasizing the growth potential in solar, wind, and hydro-electric energy.

title: Amendment #4

key_locations:
United States
Peru
China
Brazil

key_organizations:
TerraForm Power
First Wind
Latin America Power Holding, B.V.
Honiton Energy Caymans, Ltd.
Renova Energia S.A.


document_description: The document discusses the projected investment in the global renewables market, focusing on solar, wind, and hydro-electric capacity expansions in initial target markets. It also outlines a Project Support Agreement with a Sponsor for additional qualifying projects and a right of first offer for clean energy projects.

title: Amendment #4


document_description: The document outlines the cash dividend policy for Class A common stockholders, detailing the intention to use a portion of the cash available for distribution (CAFD) to pay regular quarterly dividends. The initial quarterly dividend is set at $0.2750 per share, with a target to increase dividends by 20% CAGR over three years. The policy includes a subordination period for Class B units and describes the incentive distribution rights (IDRS) held by the Sponsor. The document also mentions a portfolio of 921.7 MW of projects expected to be acquired in 2015.

title: Cash Dividend Policy

document_subtype: Dividend Policy


document_description: The document discusses the initial portfolio of projects, including 128.2 MW of projects not yet operational, to be contributed by the Sponsor upon reaching their commercial operation dates (CODs) in 2015. It outlines the Sponsor's agreement to forego distributions under certain conditions to mitigate delays in project completion. The document also describes the purpose of TerraForm Global, Inc., focusing on owning and operating renewable energy projects and creating value for Class A common stockholders.

title: Amendment #4


document_description: The document provides an overview of the projects expected to comprise the initial portfolio, including details on pending acquisitions and expected project capacities across various countries.

title: Initial Portfolio Overview

key_locations:
Brazil
India
Honduras
China
Uruguay
South Africa
Costa Rica
Peru
Nicaragua
Thailand
Malaysia


document_description: The document discusses the pending acquisitions subject to governmental, regulatory, or third-party approvals, and the conditions precedent to closing. It includes a geographical and technological overview of the initial portfolio, expected project acquisitions, and the risks related to the business. The document also mentions the Sponsor's agreement to forego distributions on its Class B units under certain circumstances to mitigate delays in acquisitions.

title: Amendment #4 - Table of Contents

key_locations:
Latin America
Brazil
Mexico
USA

document_subtype: financial report


document_description: The document outlines the rights to acquire Call Right Projects at fair market value through negotiations or third-party advisors. It includes agreements with third-party developers for solar, wind, and hydro-electric projects in China, with specific capacities and timelines for COD. It also discusses options and rights of first refusal for renewable energy projects owned by Renova.

title: Amendment #4


document_description: The document provides an overview of currently identified Call Right Projects and Third-Party Call Right Projects, including details such as country, technology, net capacity, percentage of total MW, and expected COD.

key_locations:
Brazil
India
Malaysia
China
South Africa
Latin America
Thailand
Philippines

document_subtype: Call Right Projects Overview


document_description: The document provides an overview of the clean energy industry, highlighting the growth potential in solar, wind, and hydro-electric segments. It discusses the benefits of solar energy, the increasing adoption of wind energy, and the established nature of hydro-electric power. A table summarizes anticipated growth in solar energy generation capacity across various countries from 2014 to 2020.

document_subtype: industry overview


document_description: The document contains tables summarizing wind energy generation capacity in various countries and estimated cash available for distribution per share of Class A common stock for specified periods in 2016. It includes data on operating MW, cash available for distribution, and Class A shares.

title: Amendment #4 - Wind Energy Generation and Cash Distribution

key_organizations:
Global LLC
Bloomberg New Energy Finance


document_description: The document outlines the business strategy of a company focused on increasing cash dividends for Class A common stockholders. The strategy includes focusing on long-term contracted clean power generation assets, growing the business through acquisitions, and targeting high-growth asset classes like solar, wind, and hydro-electric energy. The company plans to leverage its market knowledge, third-party relationships, and access to capital to enhance growth and generate cash available for distribution (CAFD).

document_subtype: financial prospectus

key_organizations:
Global LLC
SunEdison


document_description: The document outlines the focus on emerging markets with favorable investment attributes, particularly in solar, wind, and hydro-electric energy generation assets. It discusses the intention to expand upon a technology-neutral clean power platform and maintain sound financial practices. The document also highlights competitive strengths such as diversity and portfolio growth opportunities.

title: Amendment #4

key_locations:
Asia
Africa
Latin America
Middle East

document_subtype: business document


document_description: The document outlines the stable cash flow profile of the company's initial portfolio of projects, the benefits of its relationship with SunEdison, and its acquisition expertise. It highlights the company's strategy to mitigate cross-border costs and its expectation to avoid significant U.S. federal income taxes in the near term. The document also details the Sponsor's track record in developing solar and wind energy projects, its Yieldco experience through TerraForm Power, and its proven acquisition expertise, including recent acquisitions and pending deals.

title: Amendment #4 - Financial Report

key_locations:
United States
China
Peru
Latin America

key_organizations:
SunEdison
TerraForm Power
First Wind
Honiton
LAP


document_description: The document outlines the project financing experience, asset management expertise, access to mature capital markets, long-term contracted portfolio, and experienced management team of the Sponsor. It highlights the Sponsor's successful track record in raising capital, managing assets, and expanding TerraForm Power's project portfolio. The document emphasizes the benefits of being a publicly listed company in the U.S. and the expected growth and acquisition strategy.

title: Amendment #4

key_organizations:
TerraForm Power
First Wind


document_description: The document outlines agreements with the Sponsor, including the Support Agreement, which grants the right to purchase clean energy projects. It details the terms for acquiring projects with a projected FTM CAFD of at least $1.4 billion over five years, including the process for determining fair market value and conditions for exercising call rights.

title: Amendment #4


document_description: The document outlines various agreements between Global LLC and its Sponsor, including a right of first offer on SunEdison ROFO Projects, a Management Services Agreement, a Repowering Services Agreement, and Investment Agreements. It also details an Interest Payment Agreement where the Sponsor agrees to cover interest payments on Global Operating LLC's senior unsecured notes until 2020.

title: Amendment #4

key_locations: India Thailand Uruguay

key_organizations:
Global LLC
SunEdison
Global Operating LLC
SunEdison Holdings Corporation


document_description: The document discusses the financial and operational agreements between Global LLC and SunEdison, including set-off rights, project contracts, and conflicts of interest. It outlines the terms of EPC and O&M contracts, potential conflicts due to shared management with the Sponsor, and the discretion of the Sponsor in allocating acquisition opportunities. It also mentions the related party transaction policy requiring approval by the Corporate Governance and Conflicts Committee.

title: Amendment #4

key_people: Chief Executive Officer of TerraForm Power

key_organizations:
Global LLC
SunEdison
TerraForm Power
NASDAQ Global Select Market
Securities and Exchange Commission


document_description: The document discusses various agreements and transactions related to renewable energy projects, including Third-Party Call Right Agreements and an option agreement with Renova. It outlines the terms and conditions for acquiring solar, wind, and hydro-electric projects in China, as well as the organizational transactions and equity grants related to TerraForm Global, Inc.

title: Amendment #4

key_organizations:
TerraForm Global, Inc.
SunEdison
Renova


document_description: The document outlines the formation of Contributed and Acquired Projects Global LLC by SunEdison for a financial offering. It details the acquisition of clean power generation assets, including the Chint-NSM and Hercules Transactions, and the financial arrangements such as the Bridge Facility and Units Private Placements. The document also mentions the sale of Class D units and the issuance of Class A common stock.

title: Amendment #4 - SunEdison Global LLC Offering

key_locations: India China

document_subtype: financial offering document

key_organizations:
SunEdison
Global LLC
Chint Solar (Zhejiang) Co., Ltd.
Honiton
Blackstone Alternative Solutions LLC
Everstream Opportunities Fund
Altai Capital Master Fund
Baron Funds
Capricorn Investment Group
GE
Glenview Capital Management
Kingdon Capital Management


document_description: The document outlines the issuance of Class A common stock and Class D units in private placements, referred to as 'Units Private Placements.' It discusses the use of proceeds for acquisitions and debt reduction, and details pending acquisitions from various international developers, collectively termed 'Pending Acquisitions.'

key_locations:
Uruguay
South Africa
India
Brazil
Peru
Honduras
Costa Rica
Nicaragua

document_subtype: prospectus

key_organizations: Globeleq Mesoamérica Energy Wind Energy Limited


document_description: The document outlines the terms of a financial transaction involving the issuance of Class A common stock as part of the GME Transaction. It details the number of shares to be issued, the conditions of the Pending Acquisitions, and the terms of a concurrent private placement of Class A common stock. The document also discusses the potential impact of changes in the initial public offering price on the number of shares issued.

title: Amendment #4

key_organizations:
Baron Funds
Zimmer Partners
Global


document_description: This document is an amendment to a prospectus, detailing the reliance on the 'private placement' exemption from the registration requirements of the Securities Act for the sale of Class A common stock. It outlines the offering transactions, including amendments to Global's certificate of incorporation and Global LLC's operating agreement, issuance of shares, and use of net proceeds.

title: Amendment #4 to Prospectus

document_subtype: prospectus amendment

key_organizations:
Global
SunEdison
Global LLC
Renova
BioTherm
GME


document_description: Global Operating LLC plans to issue $800 million in senior unsecured notes due 2022 to qualified institutional buyers and certain non-U.S. persons. The proceeds will be used to repay the Bridge Facility, pay fees, complete acquisitions, and repay project-level debt. A new $440 million revolving credit facility will be established. The offering transactions include agreements with the Sponsor and the use of proceeds to purchase and cancel Class B units from the Sponsor. Post-offering, Global will be a holding company with significant control over Global LLC.

document_subtype: financial offering

key_organizations:
Global Operating LLC
Global LLC
SunEdison


document_description: This document outlines the ownership and voting power structure of SunEdison and its subsidiaries, including the distribution of Class A and Class B common stock and units. It details the exchange agreement between SunEdison and Global LLC, and the conditions under which shares and units may be exchanged or issued. The document also mentions the establishment of Class B1 common stock and units for resetting IDR target distribution levels.

title: Amendment #4

key_organizations:
SunEdison
Global LLC


document_description: The document provides a summary of the ownership structure and principal indebtedness as of March 31, 2015, after the Organizational Transactions and offering. It includes details on economic interests, stockholder information, and assumptions related to the initial public offering price.

title: Ownership Structure and Principal Indebtedness Summary

document_subtype: financial summary

key_organizations:
Sundon
Spoto
Sunrise Holdings
Hanger Corporation
Terraform Global Operating LLC


document_description: The document outlines various financial and legal aspects related to Global LLC, including incentive distribution rights, revolving line of credit, project-level indebtedness, and initial public offering details. It also discusses material United States tax consequences for holders of Class A common stock.

document_subtype: Table of Contents

key_organizations:
Global LLC
SunEdison Holdings Corporation
Renova
GME
BioTherm


document_description: This document outlines various risk factors associated with investing in the company's Class A common stock. It includes risks related to business operations, international operations, relationship with the Sponsor, and investment in Class A common stock.

title: Amendment #4 - Risk Factors

document_subtype: risk factors table


document_description: The document is a prospectus amendment discussing the uncertainties and risks associated with forecasts, the company's structure as a holding company, and its status as a 'controlled company' and 'emerging growth company' under the JOBS Act. It outlines the implications of these statuses, including reduced reporting requirements and potential impacts on stock attractiveness.

title: Amendment #4

key_organizations:
Global LLC
Terraform Global


document_description: The document discusses the company's status as an emerging growth company under the JOBS Act, allowing it to take advantage of reduced disclosure obligations and extended transition periods for new accounting standards. The company may cease to be an emerging growth company if certain financial thresholds are met before 2020.


document_description: This document outlines the details of the offering of Class A and Class B common stock, including the number of shares offered, options for additional shares, and the status of shares and units after the offering.

title: Amendment #4 - The Offering

document_subtype: financial document


document_description: The document outlines the use of proceeds from an offering, including the issuance of Class B1 common stock and units, net proceeds from the offering, and the intended use of these proceeds for acquisitions, debt repayment, and general corporate purposes.

title: Amendment #4 - Use of Proceeds


document_description: This document is an amendment related to the offering transactions of Global LLC. It outlines the voting rights associated with different classes of stock, the economic interests post-offering, and the exchange and registration rights of certain units and stocks. The document also references certain relationships and related party transactions.

title: Amendment #4


document_description: This document outlines the exchange agreement and dividend policy related to Class A, B, and B1 common stock in Global LLC. It details the process of exchanging Class B units for Class A common stock and the associated registration rights agreement. Additionally, it describes the intended quarterly dividend policy for Class A common stockholders.

title: Amendment #4 - Table of Contents


document_description: The document outlines the cash dividend policy and distribution rights for Class A, Class B, and Class B1 common stock, as well as IDRS. It includes financial forecasts and assumptions for cash available for distribution for the periods ending June 30, 2016, and December 31, 2016. The document specifies that Class A common stockholders are expected to receive a minimum quarterly distribution, while Class B and B1 stockholders have no rights to cash dividends but can share in distributions from Global LLC. The IDRS have rights to increasing percentages of Global LLC's distributions after certain conditions are met.

title: Amendment #4 - Cash Dividend Policy and Distribution Rights

document_subtype: financial forecast


document_description: Global LLC has distributed cash to holders of its Class A and Class B1 units to eliminate arrearages in the Minimum Quarterly Distribution. Additional cash distributions are made to holders of Class A, B, B1 units, and IDRs in a specified order and percentage until certain target distributions are met.

document_subtype: Distribution Agreement


document_description: The document contains a table illustrating the percentage allocations of distributions between holders of Class A, Class B, and Class B1 units of Global LLC and IDR's based on specified target distribution levels. It includes details on marginal percentage interest in distributions and conditions for resetting incentive distribution levels.

document_subtype: financial distribution table


document_description: The document outlines the distribution structure for Class B1 units of Global LLC following a reset election. It details the calculation of the Reset Minimum Quarterly Distribution and the distribution hierarchy among Class A, Class B1, and Class B units, as well as the subordination of Class B units during the Subordination Period.


document_description: The document outlines the terms of the Subordination Period and Distribution Forbearance Provisions related to Global LLC's Class A, B, and B1 units. It specifies the conditions under which the Subordination Period will end and the circumstances under which the sponsor will forego distributions on Class B units.

title: Amendment #4 - Subordination Period and Distribution Forbearance Provisions

document_subtype: financial


document_description: This document is an amendment to a prospectus, discussing material federal income tax consequences to non-U.S. holders, a reserved share program, and conflicts of interest related to the offering. It includes details about the directed share program and the involvement of underwriters and lenders.

title: Amendment #4

key_organizations: Merrill Lynch, Pierce, Fenner & Smith Incorporated


document_description: This document is an amendment to a prospectus for a company applying to list its Class A common stock on the NASDAQ Global Select Market under the symbol GLEN. It discusses the company's status as a 'controlled company' and the implications for committee requirements. It also outlines assumptions regarding shares and units outstanding after the offering, based on an assumed IPO price of $20.00 per share.

title: Amendment #4 to Prospectus

key_organizations:
NASDAQ
Global LLC


document_description: The document contains summary historical and pro forma financial data for specific periods, derived from both audited and unaudited financial statements. It includes adjustments and assumptions related to organizational transactions and offerings.

document_subtype: financial data


document_description: The document contains financial data of TerraForm Global, Inc., a newly incorporated entity with no business transactions or activities during the periods presented. It includes a detailed table of financial data for the years ended December 31, 2013 and 2014, and for the three months ended March 31, 2014 and 2015, including pro forma data for 2014 and 2015. The table covers statement of operations data, other financial data, cash flow data, balance sheet data, and operating data.

title: Financial Data of TerraForm Global, Inc.

document_subtype: financial statement


document_description: The document defines Adjusted EBITDA and its usefulness to investors, highlighting its limitations as an analytical tool. It includes a table reconciling net income to Adjusted EBITDA for specific periods. The document also discusses cash available for distribution as a non-GAAP measure and its role in evaluating liquidity.

title: Reconciliation of Net Income to Adjusted EBITDA

document_subtype: financial report


document_description: This document contains a financial reconciliation table showing adjustments to reconcile net cash provided by operating activities to cash available for distribution for the periods presented. It includes data for the years 2013, 2014, and 2015, with pro forma figures for 2014 and 2015.

title: Reconciliation of Net Cash Provided by Operating Activities to Cash Available for Distribution

document_subtype: financial reconciliation table


document_description: This document is an amendment to a prospectus, detailing risk factors associated with an investment in Class A common stock. It highlights risks related to the company's business, particularly focusing on the potential failure of counterparties to fulfill obligations under Power Purchase Agreements (PPAs), which could adversely affect the company's financial condition and operations. The document also discusses the impact of price adjustments in PPAs, particularly in Malaysia and India, which could affect cash flows and financial results.

title: Amendment #4 to Prospectus

key_locations:
China
India
South Africa
Malaysia
Karnataka

key_organizations: Sustainable Energy Development Authority of Malaysia


document_description: The document discusses the potential impact on business operations if the price under PPAs is reduced below the initial feed-in tariff rate. It outlines the status and conditions of pending acquisitions, including necessary regulatory approvals and consents. The document lists specific transactions and the approvals needed for each, such as the BioTherm, FERSA, Renova, LAP, and GME transactions. It also mentions the expected timing for receiving these consents and the potential impact of delays or additional conditions imposed by regulatory authorities.

key_locations:
South Africa
Brazil
Honduras
Bermuda

key_organizations:
BioTherm
FERSA
Renova
LAP
GME
South African Department of Energy
South African Reserve Bank
Brazilian Electricity Regulatory Agency
Honduras antitrust authority
Bermuda Monetary Authority


document_description: The document discusses the potential impact of pending acquisitions on the company's Class A common stock and financial forecasts. It highlights the risks associated with the completion of acquisitions, including potential delays or terminations, and the effect on forecasted financial information. It also addresses the risks related to Power Purchase Agreements (PPAs) and project financing arrangements, including termination or buyout provisions that could affect cash available for distribution.


document_description: The document discusses the potential risks and impacts on business operations, financial conditions, and cash flows due to the termination or acceleration of project-level financing arrangements and PPAs. It highlights the challenges in replacing expired PPAs and the implications of change-of-control provisions in financing arrangements.

title: Amendment #4

key_locations:
India
South Africa
Brazil

document_subtype: Amendment


document_description: This document discusses the implications of not replacing an expiring Power Purchase Agreement (PPA) with a new one, including potential cessation of operations and asset removal. It highlights the lack of inflation-based price increases in certain PPAs and the joint liability in Brazilian government-regulated market PPAs. It also addresses the impact of increased electricity availability on competition for new PPAs.

title: Amendment #4

document_subtype: contract amendment


document_description: The document discusses potential risks and challenges faced by a company in the clean energy sector, particularly related to changes in energy prices, project construction, and market conditions. It highlights the impact of electricity price fluctuations on the competitiveness of solar and wind energy, the risks associated with newly constructed or under-construction projects, and the potential financial implications of project delays or failures.

key_locations: Honduras Choluteca


document_description: The document discusses the reliance on third-party service providers for construction, operation, and maintenance of projects, particularly in emerging markets. It highlights the risks associated with outsourcing, such as potential defaults by service providers, and the challenges in transitioning services. The document also addresses the company's limited operating history and the risks of unexpected expenses due to supplier defaults. Additionally, it outlines the company's strategy to acquire clean energy projects and the factors affecting the availability of attractive projects.

key_locations:
China
Brazil
India
South Africa
Costa Rica
Peru
Uruguay

document_subtype: business document


document_description: The document discusses the risks and challenges associated with acquiring clean energy projects, including fewer acquisition opportunities, failure to complete development projects, and the inability to reach agreements on pricing. It highlights the risks of acquisition strategies, such as overpaying for assets, integration challenges, and the need for substantial resources. The document also addresses the capital-intensive nature of clean energy project development and the reliance on debt and equity financing.

title: Amendment #4

document_subtype: amendment


document_description: The document discusses the potential risks and challenges faced by a company in acquiring and operating renewable energy projects, including solar, wind, and hydro-electric energy. It highlights the need for governmental approvals and permits, the impact of regulatory changes, and the potential financial implications of changes in tax laws and governmental incentives.

title: Amendment #4

key_locations: Thailand Brazil


document_description: The document discusses the impact of government incentives and tax benefits on renewable energy projects, the potential adverse effects of changes in laws or regulations, and the company's cash dividend policy. It highlights the reliance on external financing for growth and acquisitions, and the implications of issuing additional equity securities or incurring debt.

title: Amendment #4

document_subtype: prospectus amendment


document_description: The document discusses the potential negative consequences of substantial indebtedness on the company's financial condition and operations as of March 31, 2015. It highlights the impact on cash flow, dividend payments, credit support, and compliance with financial covenants.


document_description: The document discusses the financial risks and obligations related to project-level indebtedness and financing agreements. It highlights the potential adverse effects on business operations, financial condition, and cash flows if subsidiaries default on their obligations or if letter of credit facilities are not renewed. The document also outlines the types of debt incurred by subsidiaries and the implications of defaults on recourse and non-recourse debt.


document_description: The document discusses the challenges and risks associated with raising additional capital for operations and the dependency on interconnection arrangements for utility energy projects. It highlights factors affecting financing, such as economic conditions, credit availability, investor confidence, financial performance, and legal structures. It also addresses the risks of interconnection agreement terminations and transmission constraints affecting revenue generation.

document_subtype: corporate document


document_description: The document discusses the potential risks and challenges faced by a company in the energy sector, particularly related to transmission facilities, competition from conventional and renewable energy companies, and the limited number of purchasers for utility-scale electricity. It highlights the impact of transmission infrastructure inadequacies, competition from traditional utilities, and market concentration on the company's business and financial condition.

title: Amendment #4


document_description: The document discusses the potential risks and challenges faced by a company in the energy sector, particularly in relation to power purchase agreements (PPAs) in various countries, the financial stability of customers, and the impact of meteorological conditions on energy generation. It highlights the limited ability to negotiate PPA terms, the risk of customer financial instability, and the dependency on favorable weather conditions for energy production.

title: Amendment #4

key_locations: India Thailand China Peru

document_subtype: report


document_description: The document discusses the challenges and risks associated with hydro-electric power generation, including dependency on water flow, climate conditions, and government-controlled water rights. It highlights the impact of a historic drought in Brazil on electricity production and the potential risks of expanding into new energy sectors beyond solar, wind, and hydro-electric power.

title: Amendment #4

key_locations: Brazil India


document_description: The document discusses the risks and hazards associated with the operation of power generation facilities, including equipment breakdowns, unplanned outages, and natural disasters. It highlights the potential financial impact of these risks on the business, including increased expenses and reduced revenues. The document also addresses the limitations of insurance coverage and the impact of governmental regulations on operations.

title: Operation of Power Generation Facilities


document_description: The document discusses the potential risks and challenges faced by a business in the power generation sector. It highlights the impact of compliance with regulations, construction delays, and operational risks on the company's growth strategy and financial performance.

title: Amendment #4


document_description: The document discusses potential risks and challenges faced by energy projects, particularly solar, wind, and hydro-electric facilities. It highlights issues such as degradation of facility performance, unanticipated capital expenditures, and difficulties in acquiring spare parts. The document also addresses the reliance on a limited number of suppliers for key components, potential shortages, and the impact of tariffs or duties on solar cells and panels. Additionally, it mentions the potential effects of industry-wide shortages and geopolitical factors on project acquisition and development.

title: Amendment #4

key_locations:
India
China
Taiwan
Malaysia
United States


document_description: The document discusses the potential negative impacts of public or community opposition to power projects, including legal and public relations challenges, and the environmental, health, and safety regulations affecting the operation of power generation projects. It highlights the risks of environmental liabilities and compliance costs.

title: Amendment #4


document_description: The document discusses various risks that could adversely affect the business operations, financial condition, and results of operations. These risks include terrorism, natural disasters, cyber intrusions, political instability, and theft. It also highlights the complexity of accounting treatments in the energy business and potential impacts of changes in accounting rules.

document_subtype: memo


document_description: The document discusses the impact of seasonality on the financial liquidity and operations of a company involved in solar, wind, and hydro-electric energy generation. It highlights the need for sufficient financial liquidity to manage seasonal variations in energy production and the potential need for additional equity or debt financing if working capital reserves and borrowing capacity are insufficient.

key_locations: India Thailand Malaysia


document_description: The document discusses potential risks and regulatory requirements related to wind and solar energy projects, including interference with air navigation, harm to protected species, and international operational risks. It highlights the need for compliance with regulations to mitigate hazards and avoid penalties, as well as the implementation of best practices to protect wildlife. Additionally, it outlines the political, social, and economic risks associated with operating in emerging markets.

title: Amendment #4

key_locations:
China
Brazil
India
South Africa
Honduras
Costa Rica
Nicaragua
Peru
Uruguay
Malaysia
Thailand


document_description: The document discusses various risks and uncertainties associated with international business operations, including foreign exchange rate fluctuations, nationalization, protectionist policies, changes in laws, and political risks in countries like Thailand and Brazil. It highlights the potential adverse effects on business, financial condition, and operations.

title: Amendment #4

key_organizations:
AON Political Risk
Board of Investment


document_description: The document discusses the financial risks associated with foreign currency exchange due to operations in multiple countries. It highlights the impact of currency fluctuations on revenues, expenses, and dividends, particularly concerning the Indian Rupee, Brazilian Real, and Chinese Yuan Renminbi. It also addresses the challenges of land title verification in India and potential operational risks for Brazilian hydro-electric projects.

key_locations: India Brazil China

document_subtype: financial risk disclosure


document_description: The document discusses Brazil's energy reallocation mechanism (MRE) for hydro-electric projects and the impact of legal changes in India on business operations. It highlights the risks and requirements for hydro-electric projects participating in the MRE and the potential adverse effects of changing laws in India on business and financial performance.

title: Amendment #4

document_subtype: legal amendment

key_organizations:
National Grid Operator
Brazil's Ministry of Mines and Energy


document_description: The document discusses the ownership and management challenges faced by the company in its projects in Malaysia and Thailand due to local law ownership requirements. It also addresses the potential conflicts of interest with co-venturers and the impact of South Africa's renewable energy program on the company's projects.

key_locations:
Malaysia
Thailand
South Africa


document_description: The document discusses potential risks and impacts on operations and financial performance due to labor disputes in South Africa and changes in governmental policies in China affecting renewable energy projects. It also addresses the implications of foreign withholding taxes on operations in various countries.

title: Amendment #4

key_locations:
South Africa
China
Brazil
India
Honduras
Costa Rica
Nicaragua
Peru
Uruguay
Malaysia
Thailand

key_organizations:
Chinese government
South African labor unions


document_description: The document discusses the impact of withholding taxes on after-tax cash, risks related to foreign distributions, and the credit risk associated with South Africa's renewable energy program. It also covers compliance with anti-corruption laws like the FCPA, especially in international operations involving state-owned enterprises.

key_organizations:
Eskom
National Treasury of South Africa


document_description: The document discusses various legal and financial risks associated with the company's operations, including injunctions, debarment from government contracts, and compliance with U.S. and non-U.S. laws. It highlights the impact of high interest rates in countries like Brazil on economic growth and power consumption. The document also addresses disputes and litigation involving the company, including a specific dispute with Gujarat Urja Vikas Nigam Ltd in India. Additionally, it outlines the company's liability under Brazilian law for damages from inadequate electricity supply and the influence of the company's Sponsor as the controlling stockholder.

title: Amendment #4


document_description: The document discusses the ownership and control dynamics of a company, highlighting the influence of the Sponsor on voting power and corporate decisions. It outlines the Management Services Agreement and the Support Agreement, detailing the Sponsor's role in management and potential acquisition opportunities. The document also addresses potential conflicts of interest and the impact of the Sponsor's control on corporate actions.

key_organizations:
SunEdison
TerraForm Power