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As filed with the Securities and Exchange Commission on December 23, 2014

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Sol-Wind Renewable Power, LP
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  4911
(Primary Standard Industrial
Classification Code Number)
  47-1539702
(I.R.S. Employer
Identification Number)

405 Lexington Avenue
Suite 732
New York, New York 10174
(212) 235-0421

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Scott L. Tonn
Chief Executive Officer
405 Lexington Avenue, Suite 732
New York, New York 10174
(212) 235-0421
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Rod D. Miller, Esq.
Brett D. Nadritch, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000

 

Sharon Mauer, Esq.
General Counsel
405 Lexington Avenue, Suite 732
New York, New York 10174
(212) 235-0322

 

Mike Rosenwasser
E. Ramey Layne
Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
(212) 237-0000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering Price(1)(2)

  Amount of
Registration Fee

 

Common units representing limited partner interests

  $100,000,000   $11,620

 

(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(2)
Includes common units issuable upon exercise of the underwriters' option to purchase additional common units.

          The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2014

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Common Units
Representing Limited Partner Interests

Sol-Wind Renewable Power, LP



          This is the initial public offering of our common units representing limited partner interests. No public market currently exists for our common units. We anticipate that the initial public offering price will be between $    and $    per common unit. We have applied to list our common units on the New York Stock Exchange under the symbol "SLWD."

          We have granted the underwriters a 30-day option to purchase up to an additional        common units at the public offering price less the underwriting discount. We refer to these additional common units as the "option units."

          We are an "emerging growth company" as defined under the federal securities laws and, as such, intend to comply with certain reduced public company reporting requirements for future filings. See "Prospectus Summary—Implications of Being an Emerging Growth Company."

          Investing in our common units involves risks. See "Risk Factors" beginning on page 27.

          These risks include the following:

    We may not have sufficient cash following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner, to enable us to pay the minimum quarterly distribution to holders of our common and subordinated units.

    The assumptions underlying the forecast of cash available for distribution that we include in "Cash Distribution Policy and Restrictions on Distributions" are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive uncertainties that could cause actual results to differ materially from those forecasted.

    The historical and unaudited pro forma combined financial information included in this prospectus does not reflect the financial condition, results of operations or cash flows that we would have achieved as a stand-alone company during the periods presented or that we will achieve in the future and, therefore, may not be a reliable indicator of our future performance.

    Counterparties to the power purchase agreements for the assets in our Initial Portfolio and counterparties to our debt investments may not fulfill their obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

    Affiliates of our general partner, including its members, have no duty to sell us or our general partner any renewable energy assets that they may own or acquire in the future.

    Initially, we will depend on the limited number of assets in our Initial Portfolio for almost all of our anticipated cash flows.

    The assets in our Initial Portfolio may not perform as we expect.

    We operate in a highly competitive market for renewable energy assets. Future growth of our portfolio depends on our general partner locating and acquiring additional operating solar and wind power generation assets at an attractive price.

    We are highly dependent on our general partner, particularly for the provision of management and administration services to our operations and assets.

    Our U.S. federal income tax treatment depends on our status as a partnership for U.S. federal income tax purposes. If the Internal Revenue Service were to treat us as a corporation for U.S. federal income tax purposes, subject to U.S. corporate income tax, our cash available for distribution to our unitholders may be substantially reduced.

    Our unitholders' share of our income is taxable to them for U.S. federal income tax purposes even if they do not receive any cash distributions from us.

    Common unitholders have very limited voting rights and, even if they are dissatisfied, they cannot remove our general partner without the consent of holders of the subordinated units.

       
 
 
  Per Common Unit
  Total
 

Public Offering Price

  $               $            
 

Underwriting Discounts and Commissions(1)

  $               $            
 

Proceeds to Sol-Wind Renewable Power, LP (before expenses)

  $               $            

 

(1)
Excludes an aggregate structuring fee that is equal to      % of the gross proceeds of this offering, or approximately $            . See "Underwriting." The structuring fee will be paid to UBS Securities LLC and Citigroup Global Markets Inc. from the proceeds of this offering. See "Use of Proceeds."

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          The underwriters expect to deliver the common units to purchasers on            , 2015 through the book-entry facility of The Depository Trust Company.



UBS Investment Bank   Citigroup

The date of this prospectus is        , 2015.


Table of Contents

TABLE OF CONTENTS

PROSPECTUS SUMMARY

  1

RISK FACTORS

  27

FORWARD-LOOKING STATEMENTS

  62

USE OF PROCEEDS

  64

CAPITALIZATION

  65

DILUTION

  66

CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS

  68

PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

  81

SELECTED HISTORICAL FINANCIAL INFORMATION

  95

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

  96

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  107

INDUSTRY OVERVIEW

  143

BUSINESS

  156

MANAGEMENT

  171

EXECUTIVE COMPENSATION

  176

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  182

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  184

CONFLICTS OF INTEREST AND FIDUCIARY DUTIES

  189

DESCRIPTION OF THE COMMON UNITS

  197

THE PARTNERSHIP AGREEMENT

  199

UNITS ELIGIBLE FOR FUTURE SALE

  213

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

  214

INVESTMENT IN SOL-WIND RENEWABLE POWER, LP BY EMPLOYEE BENEFIT PLANS

  229

UNDERWRITING

  230

VALIDITY OF OUR COMMON UNITS

  234

EXPERTS

  234

WHERE YOU CAN FIND MORE INFORMATION

  237

INDEX TO FINANCIAL STATEMENTS

  F-1

APPENDIX A—FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOL-WIND RENEWABLE POWER,  LP

  A-1

        You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, our common units only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common units.


Industry and Market Data

        This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings "Forward-Looking Statements" and "Risk Factors" in this prospectus.

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical and pro forma combined financial statements and the notes to those financial statements, before investing in our common units. Unless otherwise indicated, the information in this prospectus assumes (1) an initial public offering price of $        per common unit (the midpoint of the price range set forth on the cover page of this prospectus) and (2) that the underwriters do not exercise their right to purchase option units. You should read "Risk Factors" for information about important risks that you should consider before buying our common units.

        References in this prospectus to "we," "us," "our", "the Partnership" or similar terms refer to Sol-Wind Renewable Power, LP and its subsidiaries and references to "our general partner" refer to Sol-Wind, LLC, the general partner of Sol-Wind Renewable Power, LP. We do not have any officers, directors or employees and we are managed by our general partner and its officers, directors and employees. Unless the context otherwise requires, references in this prospectus to "our directors," "our board," "our officers," "our management" or "our employees" refer to the directors, officers or employees, as applicable, of our general partner.

        References in this prospectus to "$," "U.S. $" and "U.S. dollars" are to the lawful currency of the United States and references to "CAD$" and "Canadian dollars" are to the lawful currency of Canada. All dollar amounts herein are in U.S. dollars unless otherwise stated.

        Unless otherwise noted, references to information being "pro forma" or "on a pro forma basis" mean such information is presented after giving effect to the Formation Transactions (as defined herein), this offering, the sale of the subordinated units and the anticipated use of proceeds therefrom, including the acquisition of our Initial Portfolio (as defined below). See "Selected Historical Financial Information," "Unaudited Pro Forma Combined Financial Information" and "—Formation Transactions and Partnership Structure."


Sol-Wind Renewable Power, LP

Overview

        We are a growth-oriented limited partnership formed to own, acquire, invest in and manage operating solar and wind power generation assets. These assets generate power for retail, municipal, utility and commercial customers under long-term power purchase agreements or similar contracts ("PPAs") that generate stable, long-term contracted cash flows. Our objective is to pay a consistent and growing cash distribution to our unitholders on a long-term basis. Upon completion of this offering, we will acquire from our general partner equity and debt interests in a diversified portfolio of 184.6 megawatts ("MW") of nameplate capacity, or maximum generating capacity, solar and wind power generation assets in the United States, Puerto Rico and Canada (the "Initial Portfolio"). We expect that our cash available for distribution for the twelve-month period ending December 31, 2015 will be approximately $         million, or $        per common unit, based on the midpoint of the price range set forth on the cover page of this prospectus.

        We intend to take advantage of favorable trends in the energy industry, including the continued construction of renewable energy assets to supplement existing and aging energy infrastructure; demand for renewable energy required to meet U.S. state renewable portfolio standards ("RPS"); availability of U.S. and overseas government incentives and programs to support development of clean energy; the rapid growth in non-utility customer demand for attractively priced renewable energy generation at a commercial or residential customer's point of delivery, commonly known as "distributed generation;" improvements in solar and wind technological and operational efficiencies; and environmental concerns regarding conventional energy generation. We believe these favorable trends will contribute to significant growth in the renewable energy industry, particularly from regional and local developers of renewable energy projects that are not associated with large utilities or energy firms.

 

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        We are focused on acquiring assets from middle-market developers, which is an area where we see particularly compelling opportunities. We define "middle-market developers" as those developers who typically, in the case of solar assets, develop projects of between 100 kW and 5 MW in nameplate capacity and, in the case of wind assets, between 1 MW and 10 MW in nameplate capacity.

        We have established and continue to grow and form new relationships with middle-market developers of high-quality, long-life assets with long-term contracts serving creditworthy counterparties, but whose ability to construct new generation facilities has historically been constrained by the inability to consistently raise capital. In contrast to some of our competitors, we are not a subsidiary of a large developer and therefore we believe we have greater flexibility in sourcing potential assets from a variety of developers and in choosing the right assets for our portfolio. In addition, we believe we will have a competitive advantage in sourcing acquisition and investment opportunities because of our master limited partnership ("MLP") structure. We believe our structure allows us to utilize low-cost capital in the form of tax equity without affecting our ability to maintain an attractive level of distributions. We intend to leverage these advantages in executing on acquisition and investment opportunities, which will ultimately enable us to grow our distributions.

        At the closing of this offering, we will acquire the debt and equity interests in the Initial Portfolio from our general partner. Our partnership agreement (the "Partnership Agreement") requires our general partner to offer to sell us any other renewable energy assets that it may acquire in the future and thereafter seek to sell. In each case, the acquisition of the assets must comply with investment guidelines to be established by our general partner's board of directors or our decision whether to accept such offer will be subject to the approval of an independent committee of the board of directors. However, our general partner is not obligated to identify, acquire or sell us any assets in the future. At the time of this offering, our general partner has entered into multi-year agreements and other arrangements, including right of first refusal agreements, option agreements, memoranda of understanding and term sheets, with several experienced developers to acquire a diversified portfolio of solar power generation assets in construction or scheduled to commence construction, which we refer to as the "Identified Pipeline." Many of these arrangements provide our general partner with a period of exclusivity after completion of development to purchase the asset. In addition, for certain of the assets, tax equity investors have agreed to provide tax equity financing for the asset upon completion of development. Our general partner is targeting the acquisition of these assets over a period of three to 36 months after the completion of this offering. Our general partner has indicated its intent to sell us these assets in accordance with the Partnership Agreement. As a result of these acquisition opportunities and others we intend to pursue or expect to become available in the future, we believe we will be able to grow our business in a manner that will allow us to increase our cash distributions per unit over time.

Our Initial Portfolio

        Our general partner has executed agreements to make equity and debt investments in operating solar and wind renewable energy assets owned by unaffiliated third parties. We refer to these assets as our "Initial Portfolio." Our general partner has agreed to sell us the equity investments in the Initial Portfolio pursuant to an initial portfolio purchase agreement (the "IPPA"), and each debt investment pursuant to an assignment and assumption agreement (collectively, the "A&As"). We refer to the IPPA and the A&As together as the "Acquisition Agreements."

        In all cases where we have acquired an equity interest in an asset, we will own 100% of, or a managing or controlling interest in, the asset in the Initial Portfolio. The assets in our Initial Portfolio serve retail, municipal, utility and commercial customers under long-term PPAs, which, in the aggregate, had a weighted average remaining term of 18.8 years (based on nameplate capacity of 184.6 MW) as of December 19, 2014. The PPAs are long-term energy sale agreements or leases designed to provide a stable and predictable revenue stream. Generally, pursuant to the PPAs, the counterparty is required to pay a fixed price for energy produced, based on kilowatt hours ("kWh"), and is required to purchase

 

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all energy produced by the asset. The PPAs also provide for transmission of electricity into the grid by the asset or net metering, a regulatory policy which allows owners of residential solar energy systems to interconnect their systems to the utility grid and receive credit for power their systems export to the grid, in the event that the counterparty under the PPAs is unable to accept delivery. The counterparties to the PPAs to which the assets are subject have a weighted average credit rating (based on nameplate capacity and calculated and derived by our management) of A3, as described in the table below.

        We believe our Initial Portfolio will generate stable cash flows to fund long-term distributions to our unitholders. Our Initial Portfolio will include 130 individual solar assets, which includes one mobile solar generating asset that is expected to consist of 619 units, and 16 individual wind assets. These assets are located in several U.S. states and territories, including California, Massachusetts, Montana, New Jersey, Texas, Colorado and Puerto Rico, as well as Canada. The ongoing oversight of the assets in the Initial Portfolio and any other assets we acquire will be conducted by third-party asset managers pursuant to asset management agreements (each, an "Asset Management Agreement") and the ongoing operations and maintenance of the assets in the Initial Portfolio will continue to be conducted by the seller of the asset pursuant to operations and maintenance agreements (each, an "O&M Agreement"). The ongoing asset management and operations and maintenance of any assets in which we make exclusively a debt investment will be conducted by the owner of that asset.

 

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        The following table provides summary information for each of the assets in our Initial Portfolio as of December 19, 2014. All of the assets in our Initial Portfolio were constructed and have commenced operations within the past five years.

Project
  Location   Number of
Individual
Assets
  Capacity
MW(1)
  Counterparty
to PPA
  Weighted
Average
Counterparty to
PPA Credit
Rating(2)(3)
  Weighted
Average
Remaining
Length of
PPAs(3)
  Interest(8)(9)

Solar

                                   

Greenleaf TNX

  California     20     13.3   California Department of Corrections     A2     17.8   100% of all equity

Greenleaf TNX

  California     1     1.7   Pacific Gas & Electric     Baa1     19.5   100% Class B

Alamo I

  Texas     1     49.5   City of San Antonio Public Services     Aa1     24.0   $52.5M credit facility

Alamo II

  Texas     1     5.4   City of San Antonio Public Services     Aa1     24.2   100% Class B

PRCC

  Puerto Rico     1     5.6   The Puerto Rico Convention Center District Authority     Caa2 (4)   19.2   100% Class B

DC Solar

  California     1 (5)   15.8   KMH Systems, Ahern Rentals     B1 (6)   9.6   100% Class B

SunRay Power

  Massachusetts, New Jersey     83     34.0   Extra Space Storage, Siemens, Washington Township (NJ)     A3 (7)   17.4   100% of all equity

Leicester

  Massachusetts     2     6.0   Town of Westborough MA     Aa2     19.9   100% of all equity

Palmer

  Massachusetts     3     4.2   Wyman-Gordon Forging     B1 (6)   9.3   100% Class B

Cleave Energy Holdings

  Ontario, Canada     13     2.9   Ontario Power Authority     Aa2     19.0   CAD$23.0M credit facility

Ecoplexus

  California, Colorado     4     6.4   Pacific Gas & Electric, Mesa County Housing Authority, Colorado Department of Corrections     A1     19.4   100% Class B

Wind

                                   

Foundation Windpower

  California, Montana     16     39.8 (10) Anheuser Busch, Walmart, City of Soledad (CA)     Baa1     17.7   100% Class B
                                 


Total
        146     184.6                    

(1)
Capacity represents the nameplate capacity of an asset. Upon completion of this offering, we will acquire controlling interests in 132.2 MW of nameplate capacity, and third-party debt investments with respect to 52.4 MW of nameplate capacity.

(2)
Credit rating was derived by our management and calculated on a weighted average basis (weighted by nameplate capacity) by using the rating assigned to the counterparty of the PPA for each asset by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Financial Services LLC ("S&P") or Fitch Ratings Inc. ("Fitch"), if one was available. If no rating was available for a counterparty, a below investment grade rating of B1 (Moody's format) was assumed unless the counterparty was deemed investment grade by our management based on the experience of management and the credit metrics of the counterparties to the PPAs and their tenants, in which case a low investment grade rating of Baa3 (Moody's format) was used for the counterparty. Approximately 30% of the counterparty credit ratings in the portfolio (based on weighted average nameplate capacity) were derived using internal management estimates where public ratings were not available.

(3)
Weighted average is calculated based on nameplate capacity of the assets.

(4)
Credit rating is for the general obligation bonds of Puerto Rico. The convention center is owned by a government agency of Puerto Rico.

(5)
Upon completion of this offering, we expect this asset to consist of 619 mobile solar generation units consisting of truck-towable trailer-mounted solar photovoltaic panels, batteries and inverters. KMH Systems is expected to lease 300 mobile solar generation units. Ahern Rentals currently leases 319 mobile solar generation units.

(6)
Counterparty assumed to have a credit rating of B1.

(7)
Investment grade counterparties are parties to PPAs for approximately 25.21% of the generation capacity of these assets (including 12.91% of which is from counterparties that are not rated but for which an investment grade rating is assumed). The remainder of the counterparties are assumed to have a B1 credit rating.

(8)
For projects in which we will acquire Class B membership interests, the Class A membership interests will be owned by a tax equity investor. See "Business—Our Initial Portfolio" for a description of the rights of and allocation to the Class A and Class B members and other tax equity investors in respect of cash distributions.

(9)
For a description of our debt investments in Alamo I and Cleave Energy Holdings, see "Business—Our Initial Portfolio."

(10)
Reflects contracted capacity. Nameplate capacity is 2 MW higher.

 

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        The following charts provide an overview of characteristics of our Initial Portfolio by counterparty credit rating, contract duration, technology and region, in each case based on nameplate capacity:

GRAPHIC


(1)
Approximately 30% of the counterparty credit ratings in the portfolio (based on weighted average nameplate capacity) were derived using internal management estimates where public ratings were not available.

Identified Pipeline

        Following completion of this offering, we will continue to focus on investing in and acquiring assets with attributes similar to those in our Initial Portfolio: high-quality, long-life assets that have commenced or are nearly ready to commence commercial operations and which are subject to long-term PPAs with creditworthy counterparties. We also intend to expand and diversify our investment base into other geographic areas, within the U.S. and outside the U.S. in countries with low political risk and well-established legal systems, including Canada, Japan, Mexico and the United Kingdom. The terms of the Partnership Agreement require our general partner to offer to sell us any other renewable energy assets that it may acquire in the future and thereafter seek to sell. In each case, the acquisition of the assets must comply with investment guidelines to be established by our general partner's board of directors or our decision whether to accept such offer will be subject to the approval of an independent committee of the board of directors.

        At the time of this offering, our general partner has entered into agreements and other arrangements, including term sheets, memoranda of understanding, rights of first refusal agreements and option agreements, to acquire the Identified Pipeline. In addition, tax equity investors have agreed to provide tax equity financing for certain of the assets in the Identified Pipeline upon completion of development. Our general partner is targeting the acquisition of these assets over a period of three to 36 months after the completion of this offering. The acquisition of the Identified Pipeline by our general partner is subject to negotiation of definitive agreements, due diligence, internal credit committee approval, other closing conditions and our general partner's ability to secure the funds necessary to consummate the acquisitions. The agreements and arrangements are for assets that are expected to represent approximately 1,098.6 MW of solar power generation assets located in the United States, Japan, Mexico, Puerto Rico and the United Kingdom. Our general partner has indicated its intent to offer to sell us these assets in accordance with the Partnership Agreement, subject to negotiations with us and certain time limits.

        The following table provides summary information for each of the assets contemplated to be included in the Identified Pipeline as of December 19, 2014, all of which are solar assets. While the Identified Pipeline currently comprises solar assets only, we will continue to selectively review and

 

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pursue wind projects in relevant geographies, where the combination of high-quality, long-life assets with long-term contracts serving creditworthy counterparties is present.

Developer
  Type   Tax
Equity
Investor
  Location   Size
(MW)(1)
  Number of
Projects
  Weighted Average
Credit Rating
  Completion of
Development/Expected
Completion of
Development

Developer #1

  Term Sheet   Yes   United States     41.0   13   A2   Q1/2015—Q1/2016

Developer #2(2)

  Term Sheet   Yes   United States     1.9   1   Baa1   Q1/2015

Developer #2(2)

  ROFR   No   Japan     300.6   9   Baa1   Q2/2015—Q4/2017

Developer #3

  MOU   Yes   United States     26.7   1   Aaa   Q2/2015—Q3/2015

Developer #3

  MOU   No   United Kingdom     19.0   1   Baa1   Q2/2015

Developer #3

  MOU   No   Mexico     30.0   1   Baa1   Q3/2015

Developer #4(2)

  Term Sheet   Yes   United States     14.0   1   No Rating   Q4/2015

Developer #4(2)

  ROFR   No   United Kingdom     76.5   20   Baa1   Q1/2015

Developer #4(2)

  ROFR   No   United Kingdom     194.0   26   Baa1   Q4/2015

Developer #4(2)

  ROFR   Yes   United States     350.0   8   Baa1   Q4/2015

Developer #5

  Option Agreement   Yes   United States     11.6   Residential   No Rating   Q3/2015

Developer #6

  Term Sheet   Yes   United States     2.1   8   No Rating   Q2/2015

Developer #7

  Option Agreement   Yes   Puerto Rico     27.0   1   Caa1   Completed

Developer #8

  Option Agreement   Yes   United States     4.2   1   Aa3   Q1/2015


Total
               
1,098.6
 
          91(3)
       

(1)
Capacity represents the nameplate capacity of an asset.
(2)
Developer is also a developer of assets in our Initial Portfolio.
(3)
Excludes residential projects.

Industry Overview

        The electrical power generation and transmission industry is one of the largest sectors of the U.S. economy. According to the U.S. Energy Information Administration Annual Energy Outlook of 2014, the U.S. had a total operating power generating capacity of approximately 1,031 gigawatts ("GW") (including combined heat and power) as of December 2013, which was comprised of a diverse mix of fuel types, including 166 GW of renewable capacity (including 88 GW of non-hydroelectric renewable capacity), 95 GW of nuclear capacity, 298 GW of coal-fired capacity, 92 GW of oil and natural gas (steam) capacity and 218 GW of combined cycle capacity. U.S. renewable capacity continues to grow, and according to an early estimate by the American Council on Renewable Energy, is currently estimated to exceed 190 GW by the end of 2014. Renewable energy now provides a significant and increasing percentage of U.S. electricity generation capacity, accounting for nearly 40% of all new domestic power capacity installed in 2013.

        The increase in scale, efficiency and technological innovation has resulted in renewable energy becoming increasingly cost competitive with conventional energy sources, and costs continue to fall. This dynamic of growth and innovation has attracted investment capital to the renewable energy sector. According to Bloomberg New Energy Finance, new investment in the renewable energy sector surpassed $250 billion in 2012 and 2013.

        Due to the combination of rapidly decreasing costs and government incentives and regulations, there has been a significant increase in consumer preference for renewable energy. For instance, the price of solar energy has decreased significantly and we believe it will continue to decline, making it increasingly cost-competitive with other sources. On a global basis, from 2010 to 2020, the International Energy Agency ("IEA") expects the average total installation cost of solar photovoltaic ("PV") projects to decline by more than 50%. In 2010, the average installation cost per watt of capacity was $4.01 and fell to $2.01 by 2013.

        U.S. federal, state and local governments and utilities have established various incentives to support the development of a cost competitive and self-sustaining renewable energy industry. These incentives include accelerated tax depreciation, production tax credits ("PTCs"), investment tax credits ("ITCs"), solar renewable energy credits and other renewable energy credits, (collectively "RECs") and RPS programs. The availability of these incentives provides the developers and owners of renewable

 

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energy assets with the opportunity to raise capital through the sale of tax equity. "Tax equity" is a term that is used to describe a cash investment in exchange for the tax benefits, including ITCs and depreciation, generated by a U.S. solar and wind power generation asset and generally a small amount of cash flows from the asset.

        In addition to the United States, the renewable energy sector continues to grow globally. For example, Canada, Japan and the United Kingdom are all experiencing growth and we believe provide investment opportunities for us. In 2012, total electricity generation capacity in Canada reached 134 GW and is expected to grow to 164 GW in 2035, according to the National Energy Board of Canada. Driven by government support for renewable energy at both federal and provincial levels, cumulative installed solar PV capacity in Canada grew 58% from 2012 to 2013 alone, with nearly 930 MW of capacity added since 2010. The Canadian Solar Industries Association estimates that total installed PV capacity could reach from 9 GW to 16 GW by 2025. In Canada, 2013 saw a record 1.6 GW of newly installed wind generation capacity, an increase of more than 70% from 2012, for a total of 7.8 GW. This represented the fifth-highest amount of new installed capacity in the world for 2013. In 2013, Japan ranked second in the world in new solar PV installation with 7 GW built, nearly double the new PV built in the U.S. that year. The IEA Medium-Term Renewable Energy Market Report estimates that Japan will reach 50 GW of solar PV installed capacity by 2020, on par with Germany and larger than the United States, which is expected to build out 40 GW of solar PV installed capacity by 2020. See "Industry Overview" for a discussion on these and other international markets which we are targeting.

        We believe that the factors discussed above, including increasing demand, decreasing equipment costs and various government incentives, suggest the renewable energy sector will continue to grow at a rate faster than traditional fossil fuel and nuclear generation creating investment opportunities for us.

Our Business Strategy

        Our primary business objective is to pay a consistent and growing cash distribution to our common unitholders on a long-term basis by owning, acquiring, investing in and managing operating solar and wind power generation assets. We intend to execute this objective with the following business strategy:

        Focus on acquiring and investing in long-term contracted renewable energy assets.    We intend to focus on acquiring and investing in operating solar and wind power generation assets that are subject to long-term PPAs with creditworthy counterparties that utilize proven technologies, exhibit low operating costs and deliver stable cash flows consistent with our Initial Portfolio. The weighted average remaining term of the PPAs for the assets in our Initial Portfolio is 18.8 years based on nameplate capacity as of December 19, 2014. In addition, we believe that newly constructed renewable energy assets generally have a useful life longer than the term of their initial PPAs and therefore will continue to generate cash flows after the expiration of these agreements. All of the assets in our Initial Portfolio were constructed and have commenced operations within the past five years.

        Focus on acquiring and investing in operating assets from experienced middle-market developers.    We believe our ability to provide middle-market developers access to a consistent source of capital which was previously unavailable to them will enable us to strategically source renewable energy assets. We are able to provide these developers with the ability to monetize operating assets and execute on development initiatives in their local markets. We have established relationships with a growing number of middle-market developers who develop high-quality, long-life assets with long-term contracts serving creditworthy counterparties, but whose growth has historically been constrained by the inability to consistently raise capital. We believe that our relationships with middle-market developers will enable us to source newly-constructed, long-life and low operating cost assets for our pipeline, which will ultimately enable us to grow our distributions. We intend to strengthen and form new relationships with these developers. Our goal is to enter into additional long-term agreements with these developers, as we believe they view us as a strategic partner and source of liquidity, rather than a competitor.

 

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        Leverage strategic relationships with tax equity investors.    U.S. federal, state and local governments and utilities have established various tax incentives to support the development of renewable energy assets, which permits for the sale of tax equity. The incentives include PTCs, ITCs, accelerated tax depreciation and certain state tax credits (collectively, "Tax Benefits"). Investors in tax equity typically receive all or virtually all of the Tax Benefits, including PTCs, ITCs and depreciation, from U.S. solar and wind power generation assets and a small amount of cash flows from each asset. Traditionally, this form of financing provides in excess of one-third of the capital necessary to acquire such asset. We intend to leverage relationships with providers of tax equity to obtain low-cost financing and thereby lower our cost of acquisitions. For example, we have a commercial relationship with G-I Energy Investments LLC ("G-I"), which has board members in common with 40 North and has provided tax equity financing for a number of the projects in our Initial Portfolio and has also provided or agreed to provide tax equity financing for certain projects in the Identified Pipeline. We regularly consult with G-I with respect to financial and tax structuring of potential acquisitions and G-I consults with us with respect to operational and technical matters relating to projects for which G-I may provide tax equity financing. We believe this commercial experience and relationship will continue to facilitate our ability to identify, assess and finance future acquisitions. Moreover, our ability to leverage relationships with tax equity investors, like G-I, to utilize this form of financing enables us to reduce our cost of capital on U.S. assets we intend to acquire.

        Focus on pursuing opportunities in other high-value geographic markets.    In addition to maintaining a core focus on the U.S. renewable energy market, we intend to expand and diversify our current portfolio into other countries with low political risk and well-established legal systems that are supportive of renewable energy growth, including Canada, Japan, the United Kingdom, Puerto Rico and Mexico. For acquisitions in high-value geographic markets outside of the United States, we will continue to focus on investing in and acquiring assets with attributes similar to those in our Initial Portfolio: high-quality, long-life operating assets which are subject to long-term PPAs with creditworthy counterparties.

        Maintain sound financial practices and flexibility.    Upon consummation of this offering, we will have no third-party project-level debt financings on the energy assets in our Initial Portfolio. We believe this lack of project-level indebtedness both eliminates the risks associated with highly-levered assets, such as risks of default or foreclosure, increases our financial flexibility for growth investments and increases the cash available for distribution to unitholders because there is no debt service associated with such assets. We believe our stable cash flow profile, the long-term nature of the PPAs for the assets in our Initial Portfolio, the availability of $         million under the revolving credit facility that will enter into in connection with this offering (the "New Revolver") and our ability to raise equity and debt capital to finance growth, provide us with flexibility to optimize our capital structure and distributions to our unitholders. Although in the future we may incur debt at the project or holding company level, we intend to maintain a commitment to disciplined financial analysis and a balanced capital structure while evaluating opportunities to finance current assets in our Initial Portfolio and future acquisitions, with the goal of increasing cash distributions to unitholders over the long-term.

Our Competitive Strengths

        We believe our solar and wind power generation assets and investments will generate high-quality, stable cash flows derived from long-term PPAs with creditworthy counterparties. Upon completion of this offering, we believe we will be well positioned to execute our business strategy successfully due to the following competitive strengths:

        Stable, high-quality cash flows.    Upon completion of this offering, the revenues generated by investments in our Initial Portfolio will be derived from a diversified portfolio of projects comprising 146 assets that sell their power pursuant to long-term PPAs. These PPAs, in the aggregate, had a weighted average remaining term of 18.8 years based on nameplate capacity as of December 19, 2014.

 

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The counterparties under these PPAs have a weighted average credit rating (based on nameplate capacity and calculated and derived by our management) of A3, as described in "Business—Our Initial Portfolio." Generally, the counterparties to the PPAs have agreed to purchase all energy produced by the asset, subject to certain exceptions. We believe that the average life of the PPAs, coupled with the requirement of the counterparties to these PPAs to purchase all of the output of each asset, is a significant indicator of our ability to support our forecasted cash available for distribution. Additionally, our Identified Pipeline includes assets that are expected to represent approximately 1,098.6 MW of solar power generation assets located in the United States, Puerto Rico, Japan, Mexico and the United Kingdom.

        Growing independent developer network in the renewable energy industry, unencumbered by legacy assets.    We have established strong relationships with developers of renewable energy assets, which exposes us to a broad and diversified pool of primarily middle-market solar and wind power generation assets for our Initial Portfolio and for future acquisitions. In contrast to some of our competitors, we are not a subsidiary of a large developer and therefore we believe we have greater flexibility in sourcing potential assets from a variety of developers and in choosing the right assets for our portfolio. In addition, we will not undertake development activities which can put us into competition with the developers with whom we seek to form and grow relationships.

        Access to low cost of capital.    We believe we have a competitive advantage in sourcing acquisition and investment opportunities in the renewable energy space as a result of our structure and our general partner's relationship with tax equity investors, which provides access to financing in the form of tax equity. G-I has provided tax equity financing for a portion of the assets in our Initial Portfolio. G-I has also provided or agreed to provide tax equity financing for certain assets in the Identified Pipeline. Our access to tax equity financing, including from G-I and other tax equity investors, provides us with a source of comparatively low-cost capital to fund a portion of the purchase price of acquisitions. In addition, like other master limited partnerships ("MLPs"), we believe the fact that we will generally have little or no income tax liability will allow us to distribute to our unitholders a substantial portion of the cash generated from our operations and issue equity on a cost-effective basis to finance our growth.

        High-quality, long-lived solar and wind power generation assets with low operating and capital requirements.    Our Initial Portfolio will consist of assets that were constructed and have commenced operations within the past five years. These assets are comprised of proven and reliable technologies with warranties provided by original equipment manufacturers ("OEMs"), including Yingli, Trina and Hanwha, in the case of the solar assets, and General Electric and Mitsubishi, in the case of the wind assets. As a result, we expect to achieve high levels of operating performance with low maintenance-related capital expenditures.

        Tax-efficient structure.    We believe that our structure as an MLP provides us with greater financial flexibility over other organizational structures and investment platforms. In order to qualify as an MLP, at least 90% of the partnership's income must be "qualified income," which is defined in the Internal Revenue Code. In our structure, we convert income from solar and wind projects which does not constitute qualified income into dividend and interest income which is qualified income and thus we are taxed as a partnership. As an MLP, we can monetize a substantial amount of the Tax Benefits generated by our assets through the sale of tax equity, while at the same time substantially maintaining a single level of taxation because we do not expect our corporate subsidiaries to generate a significant amount of taxable income for at least the next 30 years. This allows us to utilize low-cost capital on a pre-tax basis provided by tax equity without affecting our ability to maintain an attractive level of distributions. Moreover, our MLP structure provides us additional benefits with respect to the acquisition of non-U.S. assets where non-U.S tax rates are often lower than U.S. income tax rates.

 

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        Asset and geographic diversification.    We believe that our Initial Portfolio consists of diversified assets using proven technologies across different geographies. For example, the solar assets in our Initial Portfolio comprise both utility grid-connected and distributed generation assets, including mobile and stationary distributed generation assets. We believe that this diversification in asset type combined with an Initial Portfolio and Identified Pipeline which do not place excessive reliance on any single project or counterparty serves to minimize concentration risk associated with a disruption to a particular asset. As of December 19, 2014, excluding our debt investments, no single project accounts for more than approximately 5.3% of our estimated cash available for distribution. Additionally, the assets in our Initial Portfolio and Identified Pipeline are located across North America and mature renewable energy markets including Europe and Asia. We believe that a geographically diverse portfolio tends to reduce the magnitude of individual project or regional deviations from historical resource conditions, providing a more stable stream of cash flows over the long term than a less diversified portfolio.


Risk Factors

        An investment in our common units involves risks associated with our business, regulatory and legal matters, limited partnership structure and the tax characteristics of our common units. This is not a comprehensive list of risks to which we are subject, and you should carefully consider the risks described in "Risk Factors" and the other information in this prospectus before deciding whether to invest in our common units.

    We may not have sufficient cash following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner, to enable us to pay the minimum quarterly distribution to holders of our common and subordinated units.

    The assumptions underlying the forecast of cash available for distribution that we include in "Cash Distribution Policy and Restrictions on Distributions" are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive uncertainties that could cause actual results to differ materially from those forecasted.

    The historical and unaudited pro forma combined financial information included in this prospectus does not reflect the financial condition, results of operations or cash flows that we would have achieved as a stand-alone company during the periods presented or that we will achieve in the future and, therefore, may not be a reliable indicator of our future performance.

    Counterparties to the PPAs for the assets in our Initial Portfolio and counterparties to our debt investments may not fulfill their obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

    Affiliates of our general partner, including its members, have no duty to sell us or our general partner any renewable energy assets that they may own or acquire in the future.

    Initially, we will depend on the limited number of assets in our Initial Portfolio for almost all of our anticipated cash flows.

    The assets in our Initial Portfolio may not perform as we expect.

    We operate in a highly competitive market for renewable energy assets. Future growth of our portfolio depends on our general partner locating and acquiring additional operating solar and wind power generation assets at an attractive price.

    We are highly dependent on our general partner, particularly for the provision of management and administration services to our operations and assets.

    We expect to be dependent on tax equity financing arrangements.

 

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    The share of cash distributions we receive from projects with tax equity investors will fluctuate over time, and accordingly, we will need to continue to acquire new projects in order to maintain and grow distributions to our unitholders.

    Our U.S. federal income tax treatment depends on our status as a partnership for U.S. federal income tax purposes. If the Internal Revenue Service (the "IRS") were to treat us as a corporation for U.S. federal income tax purposes, subject to U.S. corporate income tax, our cash available for distribution to our unitholders may be substantially reduced. See "Material U.S. Federal Income Tax Consequences" for further information on our tax status.

    Our unitholders' share of our income is taxable to them for U.S. federal income tax purposes even if they do not receive any cash distributions from us.

    Common unitholders have very limited voting rights and, even if they are dissatisfied, they cannot remove our general partner without the consent of holders of the subordinated units.


Formation Transactions and Partnership Structure

General

        We were formed by Sol-Wind, LLC as a Delaware limited partnership in August 2014. Prior to the closing of this offering, we will not own any solar or wind power generation assets, but our general partner will own or have the right to purchase equity or debt interests in the entities that own the assets in our Initial Portfolio. Our general partner has agreed to sell us all of its interests in the Initial Portfolio. At or prior to the closing of this offering, the following transactions will occur:

    we will issue to 40 North Investments LP, a member of our general partner ("40 North"), or one of its affiliates all of our subordinated units in exchange for cash at a price per unit equal to the price of common units in this offering, representing a combined        % of the limited partner interests in us;

    we will issue our general partner or 40 North                        common units at a price per common unit equal to the price of the common units in this offering;

    we will issue to our general partner the incentive distribution rights, which entitle our general partner to an increasing percentage, up to 50%, of cash we distribute in excess of $            per unit per quarter;

    we will issue            common units to the public, representing        % of the limited partner interests in us;

    we will enter into (a) the Acquisition Agreements with our general partner, pursuant to which we will acquire the equity and debt interests in the Initial Portfolio described under "—The Initial Portfolio" from our general partner and (b) the Partnership Agreement with our general partner that will, among other things, govern the (i) management and administrative services to be provided by our general partner and its affiliates to us and the corresponding fees and expense reimbursements we will pay to our general partner and its affiliates for and in connection with those services and (ii) indemnification obligations between our general partner and us for liabilities and the operation of our assets;

    we will use the net proceeds from this offering and the sale of the subordinated units for the purposes set forth in "Use of Proceeds," including to pay for the acquisition of the interests in our Initial Portfolio from our general partner; and

    one of our subsidiaries will enter into the New Revolver.

        To the extent the underwriters exercise their right to purchase the option units, we will use the proceeds to repurchase an equal number of units from our general partner or 40 North. As a result, the number of common units outstanding after this offering will not change whether or not the underwriters exercise this right.

        We refer to the foregoing transactions, including the acquisition of interests in our Initial Portfolio, as the "Formation Transactions."

 

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Holding Company Structure

        We are a holding entity and will conduct our operations and business through subsidiaries to maximize operational flexibility, as is common with publicly traded limited partnerships.

Ownership of Sol-Wind Renewable Power, LP

        The following table illustrates our anticipated ownership based on total common units outstanding after giving effect to the Formation Transactions and assumes that the underwriters' right to purchase option units is not exercised.

Common units owned by public

    % (1)

Common units owned by our general partner or 40 North

      %

Subordinated units

    % (2)

General partner interest

    —% (3)
       

Total

    100.0 %
       
       

*
Less than 1%.

(1)
In connection with this offering, we expect to issue to our general partner's directors and officers an aggregate of            restricted common units (based on the midpoint of the price range set forth on the cover page of this prospectus) as awards under the LTIP (as defined below). These awards will not be issued in exchange for cash. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Equity-Based Compensation" for a discussion of the accounting for this issuance.

(2)
Our subordinated units will be held by 40 North, a member of our general partner, or one of its affiliates, subject to a limited exception. See "Security Ownership of Certain Beneficial Owners and Management."

(3)
Our general partner owns a non-economic general partner interest in us. Please read "Provisions Of Our Partnership Agreement Relating to Cash Distributions."

        Initially, our general partner will own all of our incentive distribution rights and 40 North or one of its affiliates will own all of our subordinated units.

 

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Organizational Structure

        The following diagram illustrates our organizational structure immediately following the completion of this offering.

GRAPHIC


    Note:    Each of Sol-Wind JV CLN LLC and Sol-Wind International Holdings LLC is treated as an association taxable as a corporation for U.S. federal income tax purposes. All other direct and indirect subsidiaries of Sol-Wind Renewable Power, LP will be treated as either partnerships or entities disregarded as separate from their owners for U.S. federal income tax purposes.

Tax Structure

        In order to be treated as a partnership for U.S. federal income taxes, over 90% of the income generated by Sol-Wind Renewable Power, LP must be "qualifying income" as that term is defined in Section 7704 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Code Section 7704 specifically provides that income from dividends and interest is qualifying income, except in the case of interest income earned in the conduct of financial or insurance business. As described in more detail in "Risk Factors—Risks Related to Taxation," almost all of Sol-Wind Renewable Power, LP's income will

 

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constitute dividend or interest income, and except in the case of a tax-exempt investor that owns more than 50% of the voting power or value of the common units, Sol-Wind Renewable Power, LP will not generate unrelated business taxable income.

        Sol-Wind Renewable Power, LP's equity investments in renewable energy assets will be made through wholly-owned subsidiaries that are treated as associations taxable as corporations for U.S. federal income tax purposes. Therefore, all income received from these investments will be distributions on equity that are treated for tax purposes as a return of basis or a dividend. In addition, Sol-Wind Renewable Power, LP's intercompany loans and debt investments in its affiliates will be made either directly or indirectly by Sol-Wind Global Holdings LLC, Sol-Wind JV SWP LLC or Sol-Wind International Holdings LLC pursuant to lending guidelines established under the Partnership Agreement, and therefore we expect interest on these investments will be qualifying income. See "Risk Factors—Risks Related to Taxation—Our U.S. federal income tax treatment depends on our status as a partnership for U.S. federal income tax purposes. If the IRS were to treat us as a corporation for U.S. federal income tax purposes, subject to U.S. corporate income tax, our cash available for distribution to our unitholders may be substantially reduced" and "Material U.S. Federal Income Tax Consequences."

        Because we finance our acquisition of renewable energy projects with a combination of intercompany loans and loans to affiliates and equity contributions to subsidiaries, the cash flow distributed to investors will constitute taxable income and a return of principal. Over time, as the intercompany loans and loans to affiliates are repaid, the amount of cash that is treated as a return of principal will increase, and after the loans are repaid, most of the income will be taxable.


Tax Equity

        U.S. federal, state and local governments and utilities have established various tax incentives to support the development of renewable energy. The incentives include PTCs, ITCs, accelerated tax depreciation and certain state tax credits. The ITC is a U.S. federal tax incentive that provides an income tax credit of 30% of eligible installed costs through 2016 and thereafter it drops to 10% from January 1, 2017. The PTC is a U.S. federal tax incentive alternative that provides a U.S. federal income tax credit to the owners of wind power generation assets based on the amount of energy produced by an asset during the first ten years after it commences commercial operation. These tax credits directly offset U.S. tax liabilities, including alternative minimum tax.

        The availability of these Tax Benefits provides the developers and owners of renewable energy assets with the opportunity to raise capital through the sale of tax equity. Tax equity financing has become a driver of the expansion of the U.S. renewable energy market over the past decade. Traditionally, investors in tax equity have been large financial institutions and corporations that invest, in part, to offset their current tax liabilities.

        We will seek commercial relationships with tax equity investors to help provide developers with a comprehensive tax equity financing and exit strategy for their qualifying projects. For example, G-I provided tax equity financing for a portion of the assets in our Initial Portfolio. G-I has also provided or agreed to provide tax equity financing for certain assets in the Identified Pipeline. Historically, G-I has invested at the project level for a portion (generally 31%-43%) of the total purchase price our general partner has agreed to pay for the applicable assets. If tax equity financing were to become unavailable from G-I or others (including because of the expiration, elimination or reduction of the Tax Benefits driving tax equity financing structures) our business and growth strategy would be adversely affected. See "Risk Factors—Risks Related to Taxation—Our business currently depends on the availability of tax credits and other financial incentives. The expiration, elimination or reduction of these tax credits and incentives would adversely impact our business."

 

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Our Management

        We are managed and operated by our general partner, Sol-Wind, LLC, through its board of directors and executive officers. Our general partner's members will have the right to appoint all of the members of the board of directors of our general partner and, unlike shareholders in a publicly traded corporation, our common unitholders will have no right to elect our general partner or its directors on an annual or other continuing basis. At the closing of this offering, we will not have any employees. Although all of the employees that conduct our business will be employed by our general partner, we sometimes refer to these individuals in this prospectus as our employees.

        Under the listing requirements of the New York Stock Exchange ("NYSE"), the board of directors of our general partner will be required to have an audit committee comprised of at least three directors that meet applicable independence standards of the NYSE, subject to certain grace periods. The board of directors of our general partner will initially be comprised of             directors, including            independent directors, at the completion of this offering.

        Following the closing of this offering, 40 North or one of its affiliates will own all of our subordinated units and our general partner will own all of our incentive distribution rights, which will entitle it to increasing percentages, up to a maximum of 50%, of the cash we distribute in excess of $            per unit per quarter, after the closing of this offering. Upon the closing of this offering, assuming we distribute the minimum quarterly distribution only, our general partner will be entitled to receive approximately        % of all cash distributed (assuming we grant            restricted common units to our general partner's directors and officers at the closing of this offering (based on the midpoint of the price range set forth on the cover page of this prospectus)). See "Certain Relationships and Related Party Transactions."

        Prior to the closing of this offering, we will enter into a number of agreements with our general partner, including the Partnership Agreement and the Acquisition Agreements.


Our General Partner's Equityholders

        Our general partner's equityholders are BKM, LLC, an entity owned by members of its management team, and 40 North, which is a pooled investment vehicle managed by 40 North Management. 40 North Management is an SEC-registered investment firm founded by Managing Principals David S. Winter and David J. Millstone in 2009. 40 North or one of its affiliates will purchase all of the subordinated units to be issued in the Formation Transactions at a price equal to the offering price of the common units.


Summary of Conflicts of Interest and Fiduciary Duties

General

        The officers and directors of our general partner have a contractual duty to manage the Partnership in a manner they believe is in our best interests. At the same time, the officers and directors of our general partner also have fiduciary or other duties to manage our general partner in a manner beneficial to its owners. The board of directors of our general partner may refer any conflicts of interest that may arise in the future between us and our limited partners, on the one hand, and us and our general partner, on the other hand to the conflicts committee of the board of directors of our general partner (the "Conflicts Committee") under our Partnership Agreement, whose determination will be conclusively presumed to not be a breach of any fiduciary or other duties owed to us or our limited partners. The resolution of these conflicts may not be in the best interest of us or our limited partners.

 

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Partnership Agreement Modifications to Fiduciary Duties

        Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary or other duties owed by the general partner to limited partners and the partnership. Our Partnership Agreement restricts the remedies available to our common unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. By purchasing a common unit, the purchaser agrees to be bound by the terms of our Partnership Agreement, and each common unitholder is treated as having consented to various actions and potential conflicts of interest contemplated in the Partnership Agreement that might otherwise be considered a breach of fiduciary or other duties under applicable state law.

        Our Partnership Agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, which entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of or factors affecting us, our affiliates or any common unitholder. When acting in its individual capacity, our general partner may act without any fiduciary or other obligation to us or our common unitholders whatsoever.

        Any agreement between us, on the one hand, and our general partner and its affiliates, on the other, will not grant to our common unitholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor. In addition, in the performance of its obligations under the Partnership Agreement, our general partner and its affiliates will not be held to a fiduciary duty standard of care to us, our general partner or our limited partners, but rather will be held to the standard of care specified in the Partnership Agreement.

Our General Partner and its Affiliates May Engage in Competition with Us

        Our general partner and its affiliates may compete with us, subject to the requirements of the Partnership Agreement, and may own, acquire, invest in and manage other solar and wind power generation assets. However, to the extent our general partner seeks to sell such assets, it must first offer to sell such assets to us, and in each case our decision whether to accept such offer will be subject to investment guidelines established by the board of directors of our general partner or the approval of an independent committee of the board of directors of our general partner. This requirement does not apply to affiliates of our general partner, including its members. Our general partner and its affiliates are not obligated to identify, acquire, or sell us any assets in the future.

        Borrowings.    Borrowings by us or by our subsidiaries do not constitute a breach of any duty owed by our general partner or its directors to our common unitholders, including borrowings that have the purpose or effect of (i) enabling our general partner or its affiliates to receive distributions on any units held by them or our incentive distribution rights or (ii) hastening the expiration of the subordination period.

        Incentive distribution rights.    Our general partner, as the holder of our incentive distribution rights, has the right to reset, at a higher level, the minimum quarterly distribution and the cash target distribution levels upon which the incentive distributions payable to our general partner are based without the approval of our common unitholders at any time when there are no subordinated units outstanding and we have made cash distributions to the holders of our incentive distribution rights at the highest level of incentive distribution for each of the prior four consecutive fiscal quarters.

        For a more detailed description of the conflicts of interest and fiduciary or other duties of our general partner, please read "Conflicts of Interest and Fiduciary Duties."

 

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Implications of Being an Emerging Growth Company

        We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

    the ability to present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations;

    exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting;

    reduced disclosure about executive compensation arrangements; and

    exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to our auditor's report in which the auditor would be required to provide additional information about the audit and financial statements.

        In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to take advantage of this extended transition period for complying with new or revised accounting standards. This election is irrevocable.

        We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company as of the earliest to occur of: (i) the last day of the fiscal year during which we had $1.0 billion or more in annual gross revenues; (ii) the date of our issuance, in a three-year period, of more than $1.0 billion in non-convertible debt; or (iii) the date on which we are deemed to be a "large accelerated filer" as defined for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which will occur if the market value of our common units held by non-affiliates exceeds $700.0 million on the last business day of our second fiscal quarter. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide to unitholders may be different than information provided by other public companies.


Principal Executive Offices

        Our principal executive offices are located at 405 Lexington Avenue, Suite 732, New York, New York 10174, and our telephone number is (212) 235-0421. Our website address will be            . We intend to make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission (the "SEC") available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

 

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The Offering

Common units offered to the public

              common units.

 

            common units, if the underwriters exercise in full their right to purchase the option units.

Common and subordinated units outstanding after this offering

 

            common units and            subordinated units, for a total of             units.

 

To the extent the underwriters exercise their right to purchase the option units, we will use the proceeds to repurchase an equal number of common units from our general partner or 40 North, as applicable. As a result, the exercise by the underwriters of their right to purchased option units will not affect the number of common units outstanding after this offering or the amount of cash needed to pay the minimum quarterly distribution on all units.

 

In addition, these limited partnership unit numbers exclude up to            restricted common units that we may grant to directors and officers of our general partner in connection with this offering (based on the midpoint of the price range set forth on the cover page of this prospectus) and other common units reserved for issuance under the LTIP. See "Executive Compensation—Long-Term Incentive Plan."

Use of proceeds

 

We expect to receive approximately $            million from this offering, the sale of common units to our general partner or 40 North and the sale of the subordinated units, after deducting the estimated underwriting discounts, structuring fee and offering expenses payable by us. We intend to use approximately $             million of the net proceeds from this offering, the sale of common units to our general partner or 40 North and the sale of the subordinated units for working capital and general partnership purposes and intend to use the remainder of the proceeds to pay approximately $          in fees and expenses associated with our formation, this offering and the other Formation Transactions, and approximately $            as consideration to our general partner for our acquisition of its interests in our Initial Portfolio.

 

To the extent the underwriters exercise their right to purchase option units, we will use the proceeds to purchase an equal number of common units from 40 North or our general partner.

 

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Cash distributions

 

We intend to pay a minimum quarterly distribution of $            per common unit ($            per common unit on an annualized basis) to the extent we have sufficient cash after establishment of cash reserves and payment of fees and expenses. Before we pay any distributions on our common units, we will establish reserves and pay fees and expenses, including reimbursements to our general partner and its affiliates for expenses they incur and payments they make on our behalf, as more fully described under "The Partnership Agreement—Reimbursement of Expenses." We refer to the cash available after establishment of cash reserves and payment of fees and expenses as "available cash." Our ability to pay the minimum quarterly distribution is subject to various restrictions and other factors described in more detail under "Cash Distribution Policy and Restrictions on Distributions."

 

For the first quarter that we are publicly traded, we will pay a prorated distribution covering the period from the completion of this offering through            , based on the actual length of that period.

 

Our Partnership Agreement requires us to distribute all of our available cash each quarter in the following manner:

 

first, to the common unitholders, pro rata, until each common unit has received the minimum quarterly distribution of $            plus any arrearages from prior quarters;

 

second, to the subordinated unitholders, pro rata, until each subordinated unit has received the minimum quarterly distribution of $            ; and

 

third, to all unitholders, pro rata, until each limited partnership unit has received a distribution of $            .

 

If cash distributions to our unitholders exceed $            per unit in any quarter, our general partner will receive increasing percentages, up to 50%, of the cash we distribute in excess of that amount. We refer to these distributions as "incentive distributions." See "Provisions of Our Partnership Agreement Relating to Cash Distributions."

 

We believe, based on our financial forecast and related assumptions included in "Cash Distribution Policy and Restrictions on Distributions," that we will have sufficient cash available for distribution to pay the minimum quarterly distribution on all of our common units and subordinated units for each quarter in the twelve months ending December 31, 2015. However, we do not have a legal obligation to pay quarterly distributions at our minimum quarterly distribution rate. There is no guarantee that we will distribute quarterly cash distributions to our common unitholders in any quarter.

 

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We estimate that our pro forma cash available for distribution for the year ended December 31, 2013 and the twelve months ended September 30, 2014 would have been insufficient to pay the full minimum quarterly distribution on all of our common units (including the restricted common units) for such period. See "Cash Distribution Policy and Restrictions on Distributions" and "Executive Compensation—Long-Term Incentive Plan."

Subordinated units

 

40 North, a member of our general partner, or one of its affiliates will initially own all of our subordinated units. The principal difference between our common units and subordinated units is that for any quarter during the subordination period, holders of the subordinated units are not entitled to receive any quarterly distributions from operating surplus until the common units have received the minimum quarterly distribution from operating surplus plus any arrearages in the payment of the minimum quarterly distribution from operating surplus from prior quarters. Subordinated units will not accrue arrearages.

Subordination period and conversion of subordinated units

 

The subordination period applicable to the subordinated units will end on the first business day after            on which we have earned and paid at least $            (the minimum quarterly distribution on an annualized basis) on each outstanding common unit and subordinated unit for each of three consecutive, non-overlapping four-quarter periods, provided that there are no arrearages on our common units at that time.

 

Notwithstanding the foregoing, the subordination period will end on the first business day after we have earned and paid at least $            (150.0% of the minimum quarterly distribution on an annualized basis) on each outstanding common and subordinated unit, for any four-quarter period ending on or after            , provided that there are no arrearages on our common units at that time.

 

When the subordination period ends, all subordinated units not previously converted will convert into common units on a one-for-one basis, and all common units thereafter will no longer be entitled to arrearages. See "Provisions of Our Partnership Agreement Relating to Cash Distributions—Subordination Period."

 

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Our general partner's right to reset the minimum quarterly
distribution

 

Our general partner, as the initial holder of all of our incentive distribution rights, has the right to reset, at a higher level, the minimum quarterly distribution and target distribution levels based on our cash distributions at the time of the exercise of the reset election. If our general partner transfers all or a portion of our incentive distribution rights in the future, the holder or holders of a majority of our incentive distribution rights will be entitled to exercise this right. Following a reset election, the minimum quarterly distribution will be adjusted to equal the reset minimum quarterly distribution, and the target distribution levels will be reset to correspondingly higher levels based on the same percentage increases above the reset minimum quarterly distribution as the initial target distribution levels were above the minimum quarterly distribution.

 

If our general partner (or another holder entitled to do so) elects to reset the minimum quarterly distribution, it will be entitled to receive newly issued common units. The number of common units to be issued to our general partner (or such holder) will equal the quotient determined by dividing (x) the average aggregate amount of cash distributions received by our general partner in respect of its incentive distribution rights during the two consecutive fiscal quarters ended immediately prior to the date of such reset election by (y) the average of the amount of cash distributed per common unit during each of these two quarters. See "Provisions of Our Partnership Agreement Relating to Cash Distributions—Our General Partner's Right to Reset the Incentive Distribution Level."

Issuance of additional units

 

Our Partnership Agreement authorizes us to issue an unlimited number of additional units without the approval of our common unitholders. See "Units Eligible for Future Sale" and "The Partnership Agreement—Issuance of Additional Interests."

 

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Limited voting rights

 

Our general partner will manage and operate us. Unlike the holders of common stock in a corporation, our common unitholders will have only limited voting rights on matters affecting our business. Our common unitholders will have no right to elect our general partner or its directors on an annual or other continuing basis. Our general partner may not be removed except by a vote of the holders of at least 662/3% of the outstanding units, including the units held by our general partner and its members, voting together as a single class. Upon completion of this offering, 40 North or one of its affiliates will own all of our subordinated units, representing approximately        % of our outstanding units. In addition, any vote to remove our general partner during the subordination period must provide for the election of a successor general partner by the holders of a majority of the common units and a majority of the subordinated units, voting as separate classes. This will give 40 North, one of our general partner's members, the ability to prevent the removal of our general partner. See "The Partnership Agreement—Limited Voting Rights."

Limited call right

 

If at any time our general partner, its members and their affiliates own more than 80% of our then-issued and outstanding limited partner interests of any class, our general partner has the right, which it may assign in whole or in part to any of its affiliates or beneficial owners or to us, but not the obligation, to purchase all, but not less than all, of the limited partner interests of the class held by unaffiliated persons at a price equal to the greater of (1) the average of the daily closing prices per limited partner interest of the class purchased for the 20 consecutive trading days immediately prior to the date three days before the date our general partner first mails notice of its election to purchase those limited partner interests and (2) the highest price paid by our general partner or any of its affiliates for any limited partner interests of the class purchased during the 90-day period preceding the date that the notice is mailed. See "The Partnership Agreement—Limited Call Right."

Estimated ratio of taxable income to distributions

 

We estimate that if you own the common units you purchase in this offering through the record date for distributions for the period ending                , you will be allocated, on a cumulative basis, an amount of federal taxable income for that period that will be less than      % of the cash distributed to you with respect to that period. For example, if you receive an annual distribution of $          per unit, we estimate that your average allocable federal taxable income per year will be no more than approximately $          per unit. Thereafter, the ratio of allocable taxable income to cash distributions to you could substantially increase. Please read "Material U.S. Federal Income Tax Consequences—Tax Consequences of Unit Ownership" for the basis of this estimate.

 

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Material U.S. federal income tax consequences

 

For a discussion of the material U.S. federal income tax consequences that may be relevant to prospective common unitholders, see "Material U.S. Federal Income Tax Consequences." All statements of legal conclusions contained in "Material U.S. Federal Income Tax Consequences," unless otherwise noted, are the opinion of Milbank, Tweed, Hadley & McCloy LLP with respect to the matters discussed therein.

NYSE listing

 

We have applied to list our common units on the NYSE under the symbol "SLWD."

 

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Summary Historical and Pro Forma Financial Information

Historical Financial Information of Sol-Wind Renewable Power, LP

        The following table presents the historical balance sheet of Sol-Wind Renewable Power, LP as of August 8, 2014. Sol-Wind Renewable Power, LP was formed on August 8, 2014. As a result, the only historical financial statement of Sol-Wind Renewable Power, LP that is required to have been prepared to date is an opening balance sheet. In connection with this offering, we will acquire interests in the Initial Portfolio and we present historical and pro forma financial statements elsewhere in this prospectus. However, we do not present any of these assets as our accounting "predecessor" or "predecessors." After analyzing each of the acquisitions on a stand-alone and aggregate basis, we do not believe any one or combination of the assets should be considered our accounting predecessor primarily because (i) we will not own any of the assets in the Initial Portfolio prior to the consummation of this offering, (ii) we do not currently control any of the assets in the Initial Portfolio and will not control any of these assets prior to the consummation of this offering, (iii) no employees at the assets will become employees of ours and (iv) no one or several assets in the Initial Portfolio is significantly larger than the other assets in the Initial Portfolio.

        The following table should be read together with, and is qualified in its entirety by reference to, the historical financial statements of the assets in our Initial Portfolio and our unaudited pro forma combined financial statements, each of which is included elsewhere in this prospectus. The following table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Certain Relationships and Related Party Transactions."

 
  As of
August 8, 2014
(date of inception)
 

Assets:

       

Cash

  $ 2,000  
       

Total assets

  $ 2,000  
       
       

Liabilities and Partners Equity:

   
 
 

Total liabilities

  $  

Partners equity:

       

General partner

    2,000  
       

Total partners equity

    2,000  
       
       

Total liabilities and partners equity

  $ 2,000  
       
       

 

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Unaudited Pro Forma Combined Financial Information of Sol-Wind Renewable Power, LP

        The following table presents summary unaudited pro forma combined income statement information for the year ended December 31, 2013 and the nine months ended September 30, 2014 and unaudited pro forma combined balance sheet information as of September 30, 2014. The unaudited pro forma combined financial information presented below gives effect to the Formation Transactions as if they had occurred on September 30, 2014, for the unaudited pro forma combined balance sheet information, and January 1, 2013, for the unaudited pro forma combined income statement information. This information has been derived from our unaudited pro forma combined financial statements and should be read together with the historical financial statements, each of which is included elsewhere in this prospectus.

 
  Sol-Wind Renewable Power, LP  
Unaudited Pro Forma Combined Income Statement Information:
(in thousands, except per unit data)
  Pro Forma
for the
Year Ended
December 31,
2013
  Pro Forma
for the
Nine Months
Ended
September 30,
2014
 
 
  (unaudited)
 

Revenues:

             

Sale of electricity

  $ 7,234   $ 8,860  

Incentives

    10,785     6,595  

Interest income from credit facilities

    4,092     3,095  
           

Total revenue

    22,111     18,550  

Costs and expenses:

   
 
   
 
 

Operating expenses

    2,882     2,807  

Depreciation and amortization

    7,217     8,109  

Purchase of solar renewable energy certificates

    610     394  

General and administrative expenses

    5,011     4,700  

Equity compensation expense

         
           

Total costs and expenses

    15,720     16,010  
           

Operating income (loss)

    6,391     2,539  

Other income (loss):

   
 
   
 
 

Unrealized (loss) on solar renewable energy certificates forward contract

    (35 )   (60 )

Other Income (expense)

    12     101  
           

Total other income (loss)

    (23 )   (41 )
           

Net income (loss)

    6,368     2,580  

Net income (loss) attributable to non-controlling interest and redeemable noncontrolling interest

    1,457     5,218  
           

Net income (loss) attributable to Sol-Wind Renewable Power, LP

  $ 4,911   $ (2,638 )
           
           

Pro Forma basic and diluted earnings per unit

  $     $    
           
           

Pro Forma weighted average common units outstanding

             
           
           

Other Unaudited Financial Information:
(in thousands)

 

 


 

 


 

Adjusted EBITDA(1)

  $ 13,585   $ 10,689  
           
           

 

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  Sol-Wind Renewable Power, LP  
Unaudited Pro Forma Combined Balance Sheet Information:
(in thousands)
  Pro Forma
as of
September 30,
2014
 
 
  (unaudited)
 

Cash

       

Property & equipment, net

       

Total assets

       

Total liabilities

       

Total equity

       

(1)
We define "EBITDA" as income before income taxes, plus net interest expense and depreciation and amortization expense. We define "Adjusted EBITDA" as EBITDA excluding long-term incentive and equity compensation expense. In this prospectus, the presentation of Adjusted EBITDA has been calculated on a pro forma basis in a manner consistent with our unaudited pro forma combined financial statements included elsewhere in this prospectus.


Adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

    our operating performance as compared to other publicly traded partnerships in the renewable energy industry, without regard to historical cost basis or financing methods;

    the ability of our assets to generate sufficient cash flow to make distributions to our common unitholders;

    our ability to incur and service debt and fund capital expenditures; and

    the viability of acquisitions and other capital expenditure assets and the returns on investment in various opportunities.


Adjusted EBITDA should not be considered as an alternative to net income, income before income taxes, cash flows from operating activities or any other measure of financial performance calculated in accordance with generally accepted accounting principles in the U.S. ("GAAP"). We believe that Adjusted EBITDA provides additional information for evaluating our ability to make distributions to our common unitholders and our financial performance without regard to our financing methods, capital structure and historical cost basis and is presented solely as a supplemental measure. By definition, non-GAAP measures do not give a full understanding of our business; therefore, to be truly valuable they must be considered together with our GAAP financial results. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. EBITDA and Adjusted EBITDA, as we define them, may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures used by other corporations or partnerships in our industry, thereby diminishing such measure's utility. The following table presents a reconciliation of net income to Adjusted EBITDA:

 
  Pro Forma   Pro Forma  
(in thousands)
  For the Year
Ended
December 31,
2013
  For the Nine
Months Ended
September 30,
2014
 
 
  (unaudited)
  (unaudited)
 

Net income (loss)

  $ 6,368   $ 2,580  

Add:

             

Depreciation and amortization

    7,217     8,109  

Interest (income) expense

         

Equity compensation expense

         
           

Adjusted EBITDA

  $ 13,585   $ 10,689  
           
           

 

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RISK FACTORS

        This offering and an investment in our common units involve a high degree of risk. Limited partner interests are inherently different from shares of capital stock of a corporation, although many business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase our common units. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, the trading price of our common units could decline and you could lose all or part of your investment in our common units.

Risks Related to Our Business

We may not have sufficient cash following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner, to enable us to pay the minimum quarterly distribution to holders of our common and subordinated units.

        In order to pay the minimum quarterly distribution of $            per unit, or $            per unit on an annualized basis, we will require cash of approximately $             million per quarter, or $             million per year, based on the number of common and subordinated units outstanding immediately following completion of this offering. We may not have sufficient cash from operating surplus each quarter to enable us to pay the minimum quarterly distribution. The amount of cash we can distribute on our units primarily depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, but not limited to:

    the continued availability of operating solar and wind power generation assets for acquisition;

    the weather in the locations of our assets;

    the level of our operating costs;

    the continued need for renewable energy;

    prevailing global and regional economic and political conditions;

    changes in federal or local income tax rates;

    our assets producing energy as projected;

    the effect of governmental laws and regulations and available tax incentives on the conduct of our business; and

    the ability of our subsidiaries to make distributions to us. See "—We are a holding company and our material assets after completion of this offering will be our investments in the project subsidiaries, and we are accordingly dependent upon distributions from the project subsidiaries to pay distributions, local taxes and other expenses."

        In addition, the actual amount of cash we will have available for distribution will depend on other factors, including:

    the level and timing of capital expenditures we make, including for replacing solar and wind power generation assets and complying with laws and regulations;

    continued payment by counterparties under the PPAs for the assets in the Initial Portfolio and continued payment by the counterparties to our debt investments;

    continued availability and proper maintenance of, the assets in the Initial Portfolio;

    the level of costs related to litigation and regulatory compliance matters;

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    our debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in our debt instruments;

    the level of our general and administrative expenses, including reimbursements to our general partner and its affiliates for services provided to us;

    fluctuations in our working capital needs;

    our subsidiaries' ability to borrow funds and access the capital markets;

    the number of outstanding units; and

    the amount of any cash reserves, including reserves for future maintenance and replacement capital expenditures, working capital and other matters, established by the board of directors of our general partner, which cash reserves are not subject to any specified maximum dollar amount.

        The amount of cash we generate from our operations may differ materially from our profit or loss for a specified period, which will be affected by non-cash items. As a result of this and the other factors mentioned above, we may make cash distributions during periods when we record losses and may not make cash distributions during periods when we record net income. Furthermore, we cannot guarantee that we will have sufficient cash to pay a specific level of cash distributions to our unitholders.

        For a description of additional restrictions and factors that may affect our ability to make cash distributions, please read "Cash Distribution Policy and Restrictions on Distributions."

The assumptions underlying the forecast of cash available for distribution that we include in "Cash Distribution Policy and Restrictions on Distributions" are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive uncertainties that could cause actual results to differ materially from those forecasted.

        The forecast of cash available for distribution set forth in "Cash Distribution Policy and Restrictions on Distributions" includes forecasted results and cash available for distribution for the twelve months ending December 31, 2015. The financial forecast has been prepared by management, and we have not received an opinion or report on it from our or any other independent auditor. The assumptions underlying the forecast are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted. If we do not achieve the forecasted results, we may not be able to pay the full minimum quarterly distribution or any amount on our common and subordinated units, in which event the market price of our common units may decline materially.

The historical and unaudited pro forma combined financial information included in this prospectus does not reflect the financial condition, results of operations or cash flows that we would have achieved as a stand-alone company during the periods presented or that we will achieve in the future and, therefore, may not be a reliable indicator of our future performance.

        The historical financial information for the assets in our Initial Portfolio included in this prospectus does not reflect our ongoing cost structure, management, financing costs or business operations. Instead, this financial information represents the historical results attributable to the assets reported therein as owned, managed and financed by the developers of the assets. Upon consummation of this offering, we will begin to consolidate our results. As a result, changes will occur in the cost, financing and management arrangements for the assets for which financial information is included in this prospectus after we acquire them and our results of operations will differ, in some respects significantly, from the historical financial information for these assets included in this prospectus. These changes are likely to include the incurrence of stand-alone costs for services previously provided by the

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developers and the incurrence of legal, accounting, compliance and other costs associated with being a public company.

        In addition, the unaudited pro forma combined financial information included in this prospectus has been prepared assuming the Formation Transactions had occurred at the times specified under "Unaudited Pro Forma Combined Financial Information" and is based upon the historical financial information and other available information, estimates and assumptions that we believe are reasonable. However, the unaudited pro forma combined financial information is presented for illustrative and informational purposes only and is not intended to represent or indicate what our financial condition or results of operations would have been for the periods presented had those transactions occurred at the times specified, nor what they may be in the future. The unaudited pro forma combined financial information is based on various assumptions, which may be incorrect or incomplete.

        For these and other reasons specified in this prospectus, the historical and unaudited pro forma combined financial information included in this prospectus does not reflect the financial condition, results of operations or cash flows we would have achieved during the periods presented as a stand-alone company, and, therefore, may not be a reliable indicator of our future financial performance.

Initially, we will depend on the limited number of assets in our Initial Portfolio for almost all of our anticipated cash flows.

        Initially, we will depend on the limited number of assets in our Initial Portfolio for almost all of our anticipated cash flows. We may not be able to successfully execute our acquisition and investment strategies in order to further diversify and increase our sources of cash flow and reduce our portfolio concentration, which in turn would limit our ability to increase distributions to our unitholders. Consequently, the impairment or loss of any one or more of the assets in our Initial Portfolio could materially and disproportionately reduce our total power generation and cash flows and, as a result, have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

The assets in our Initial Portfolio and Identified Pipeline may not perform as we expect.

        The assets in our Initial Portfolio and Identified Pipeline are relatively new. All of the assets in our Initial Portfolio will have commenced operations within the past five years. In addition, we expect that many of the assets that we may acquire, including assets in the Identified Pipeline, may not have commenced operations, have recently commenced operations or otherwise have a limited operating history. As a result, our assumptions and estimates regarding the performance of these assets, including the assumptions under "Cash Distribution Policy and Restrictions on Distributions—Assumptions and Considerations," are, and will be, made without the benefit of a meaningful operating history, which may impair our ability to accurately assess the potential profitability of the assets and, in turn, our results of operations, financial condition, cash flows and, ultimately, our ability to make distributions to our unitholders. The ability of our assets to perform as we expect will also be subject to risks inherent in newly constructed renewable energy assets, including breakdowns and outages, latent defects, equipment that performs below our expectations, system failures and outages. The failure of some or all of our assets to perform according to our expectations could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions to our unitholders.

Counterparties to the PPAs for the assets in our Initial Portfolio and counterparties to our debt investments may not fulfill their obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        All of the power generated by the assets in our Initial Portfolio is sold under long-term PPAs with public utilities, commercial, retail or municipal end-users, which, in the aggregate had a weighted

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average remaining term of 18.8 years based on nameplate capacity as of December 19, 2014. The counterparties to the PPAs have a weighted average credit rating (based on nameplate capacity and calculated and derived by our management) of A3, as described under "Business—Our Initial Portfolio." Our credit rating assumes a below-investment grade rating of B1 (Moody's format) if no rating was available for a counterparty, unless the counterparty was deemed investment grade by our management based on the experience of management and the credit metrics of the counterparties to the PPAs and their tenants, in which case a low investment grade rating of Baa3 (Moody's format) was used for the counterparty. Approximately 30% of the counterparty credit ratings in the portfolio (based on weighted average nameplate capacity) were derived using internal management estimates where public ratings were not available. However, no assurance can be given that if such counterparty were to seek a rating it would actually receive the rating assigned.

        If, for any reason, any of the purchasers of power under the PPAs are unable or unwilling to fulfill their contractual obligations and make payments under the PPA or if they refuse to accept delivery of power delivered thereunder or if they otherwise terminate such agreements prior to the expiration thereof, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, certain of the counterparties are governmental entities or bodies, and as a result, may be subject to legislative or other political action that may impair their contractual performance.

        In addition, certain of our interests in the Initial Portfolio will be debt investments. As a result, we are not only relying on the performance of the counterparties to the PPAs for those assets to perform their contractual obligations to the asset owner, but also on the asset owner to service the debt that we have invested in. Any failure by the counterparties to the PPAs for such assets to perform their contractual obligations, or any failure by the asset owners to service their debt obligations to us, could have a material adverse effect on our business financial condition, results of operations and cash flows.

Some of the PPAs for the assets in our Initial Portfolio and PPAs that we may enter into in the future contain or may contain provisions that allow the counterparty to terminate or buy out a portion of the asset upon the occurrence of certain events. If these provisions are exercised and we are unable to enter into a PPA on similar terms, in the case of PPA termination, or find suitable replacement assets to invest in, in the case of a buyout, our cash available for distribution could materially decline.

        Some of the PPAs for the assets in our Initial Portfolio and PPAs that we may enter into in the future allow or may allow the counterparty to purchase all or a portion of the applicable asset from us. For example, pursuant to the PPAs for several of our U.S. solar assets, the counterparty has the option to either (i) purchase the applicable PV system, typically five to six years after the completion of development under such PPA, and for a purchase price equal to the greater of a value specified in the contact or the fair market value of the asset determined at the time of exercise of the purchase option or (ii) pay an early termination fee as specified in the contract, terminate the contact and require the project company owned by us to remove the applicable solar PV system from the site. If the counterparty of the asset exercises its right to purchase the asset, we would need to reinvest the proceeds from the sale in one or more assets with similar economic attributes to maintain our cash available for distribution. If we were unable to locate and acquire suitable replacement assets in a timely manner, it could have a material adverse effect on our business, financial condition, results of operations and cash available for distribution.

        In addition, some of the PPAs for the assets in our Initial Portfolio and PPAs we may enter into in the future allow or may allow the counterparty to terminate the PPA in the event certain operating thresholds or performance measures are not achieved within specified time periods. In the event a PPA for one or more of our assets is terminated under such provisions, it could materially and adversely affect our results of operations and cash available for distribution until we are able to replace the PPA on similar terms. We cannot provide any assurance that PPAs containing such provisions will not be

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terminated or, in the event of termination, we will be able to enter into a replacement PPA. Furthermore, any replacement PPA may be on terms less favorable to us than the PPA that was terminated.

Most of the PPAs for the assets in our Initial Portfolio do not include inflation-based price increases.

        In general, the PPAs that have been entered into for the assets in our Initial Portfolio and the Identified Pipeline do not contain inflation-based price increase provisions. Certain of the countries into which we may expand as part of the Identified Pipeline or other future acquisitions have, in the past, experienced high inflation. To the extent that countries in which we conduct our business experience high rates of inflation, thereby increasing our operating costs in those countries, we may not be able to generate sufficient revenues to offset the effects of inflation, which could materially and adversely affect our business, financial condition, results of operations and cash flows.

We are subject to risks associated with the sale of RECs, including the risk of fluctuations in market value, current geographic concentration of our eligible assets and counterparty risk.

        We expect that several assets in our Initial Portfolio will generate RECs. RECs are credits generated by power generation assets that may be sold to local utility companies to help them meet state RPS requirements. We anticipate that RECs in respect of the Initial Portfolio will make up between 20% to 22% of our revenues projected for the first 10 years. REC pricing is determined by the market in each of the states where the energy systems are installed. Oversupply of RECs in any state as a result of overbuilding of energy systems in that state may result in a higher supply of RECs than demand requires, which may negatively impact the price of RECs or eliminate the market for RECs altogether. In addition, no assurance can be given that a state will continue these programs as currently operated, or at all, which may significantly impact the revenues we earn from the sale of RECs. These risks are exacerbated by the limited geographic diversification of our REC-generating assets.

        The sale of RECs will also subject us to the risk of the inability of our counterparties to perform with respect to these sales, whether due to financial distress, bankruptcy or other causes, which could subject us to substantial losses. If the counterparties to the RECs are unable or unwilling to fulfill their contractual obligations and make payments for the RECs, or if they otherwise terminate these contractual agreements prior to the expiration thereof, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, these contracts are typically entered into for a period of three to five years and there is no assurance that we will be able to enter into similar contracts on similar terms when these contracts expire.

Future growth of our portfolio and our ability to maintain or increase our cash distributions depends on our general partner locating and acquiring additional operating solar and wind power generation assets at an attractive price.

        Our business strategy is to expand our business primarily through the acquisition of assets that have commenced operations. To a very limited extent, we may acquire assets prior to the commencement of development. Accordingly, our ability to grow and our ability to maintain or increase our cash distributions depend, in part, on our general partner's ability to identify and present us with suitable investment opportunities. The following factors, among others, could affect the availability of attractively priced assets to grow our business:

    if our general partner does not enter into additional long-term agreements with developers who develop newly-constructed, long-life and low operating cost assets and meet our investment guidelines;

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    competing bids for an asset, including from companies that may have substantially greater capital and other resources than we do. These companies may be able to pay more for an acquisition and may be able to identify, evaluate, bid for and purchase a greater number of assets than our resources permit;

    if our general partner does not identify assets or identifies fewer assets than we expect that are of a comparable quality to those contemplated by growth initiatives in a timely manner or at all. If the assets have less desirable economic risk profiles than we believe suitable for our business plan and investment strategy or if the returns anticipated from an acquisition of assets are less than projected, we may not be able to achieve the anticipated growth in our distribution and the market value of our units may decline;

    our general partner's failure to acquire the assets in the Identified Pipeline; and

    our inability to exercise our rights under the Partnership Agreement with respect to our general partner acquiring assets for us.

        In addition, in determining to acquire attractively priced operating solar and wind power generation assets, our general partner may be influenced by factors that could result in a misalignment or conflict of interest.

Our acquisition strategy exposes us to significant asset risks.

        There can be no assurance that any future acquisitions, including the Identified Pipeline, will perform as expected or that the returns will support the financing utilized to acquire or maintain such acquisitions. There is also a significant risk that during due diligence (for which we may not be indemnified post-closing) we may fail to identify material problems, that liabilities may exist that we do not discover prior to the consummation of an acquisition or that the assets acquired could lead to future liabilities and, in each case, we may not be entitled to sufficient, or any, recourse against the seller of such assets or the operators or contractual counterparties to an acquisition agreement. Should we become responsible for any preexisting liabilities related to an acquired asset, it could significantly increase our cost and consume cash that would be otherwise used for distributions. Accordingly, the consummation of an acquisition, the discovery of any material liabilities subsequent to an acquisition and the failure of a new acquisition to perform according to expectations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Pursuant to our cash distribution policy, we intend to distribute all of our available cash through regular quarterly distributions, and our ability to grow and make investments through cash on hand may be limited.

        As discussed in "Cash Distribution Policy and Restrictions on Distributions," our distribution policy is to distribute all of our available cash each quarter and to rely primarily upon external financing sources, including the issuance of debt and equity securities, to fund our acquisitions and investment capital expenditures. We may be precluded from pursuing otherwise attractive investments if the projected short-term cash flow from the investment is not adequate to service the capital raised to fund the acquisition or investment, after giving effect to our available cash reserves. See "Cash Distribution Policy and Restrictions on Distributions—General—Our Ability to Grow is Dependent on Our Ability to Access External Expansion Capital."

        Unless otherwise restricted by contractual obligations, we intend to cause each of our subsidiaries to make regular quarterly cash distributions to us and to use the amount distributed to us, less reserves for the prudent conduct of our business, to pay regular quarterly distributions to holders of our units. As such, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent we issue additional units to fund acquisitions or capital expenditures, the payment of distributions on these additional units may increase the risk that we will be unable to

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maintain or increase our per-unit distribution. There will be no limitations in our certificate of formation or in our Partnership Agreement on our ability to issue additional securities, including securities ranking senior to our common units. Furthermore, the incurrence of bank borrowings or other debt by our subsidiaries to finance our growth strategy will result in interest expense and the imposition of additional or more restrictive covenants that may limit our ability to make distributions unless certain conditions are met, which, in turn, may impact the cash distributions we receive to distribute to our common unitholders.

We operate in a highly competitive market for renewable energy assets.

        The renewable energy industry is characterized by intense competition and our assets encounter competition from utilities, industrial companies and other independent power producers, in particular with respect to uncontracted output. In recent years, there has been increasing competition among generators for PPAs and this has contributed to a reduction in electricity prices in certain markets characterized by excess supply above designated reserve margins. In light of these market conditions, replacements for an expiring or terminated PPA may not be available on equivalent terms and conditions, including at prices that permit operation of the related asset on a profitable basis. In addition, we believe many of our competitors have well-established relationships with our current and potential suppliers, lenders and customers and have extensive knowledge of our target markets. As a result, these competitors may be able to respond more quickly to evolving industry standards and changing customer requirements than we will be able to.

        In addition, adoption of technology more advanced than ours could reduce our competitors' power production costs, resulting in their having a lower cost structure than is achievable with the technologies we will employ and adversely affecting our ability to compete for PPA renewals. If expiring or terminated PPAs cannot be replaced, the affected asset may temporarily or permanently cease operations. Furthermore, we may invest in and use newly-developed, less-proven technologies in our development assets or in maintaining or enhancing our existing assets. There is no guarantee that such new technologies will perform as anticipated. The failure of a new technology to perform as anticipated may materially and adversely affect the profitability of a particular development asset.

We are subject to competition resulting from the retail price of utility-generated electricity and from advancements in technology related to alternative renewable energy sources.

        We believe that a customer's decision to buy energy from us is primarily driven by its desire to pay less for electricity. The customer's decision may also be affected by the cost of other clean energy sources. Decreases in the retail prices of electricity supplied by utilities or other clean energy sources could adversely impact our ability to offer competitive pricing and could harm our ability to sign new customers. The price of electricity from utilities could decrease for many reasons, including but not limited to:

    the development of new clean energy technologies that provide less expensive energy;

    a reduction in the price of natural gas, including as a result of new drilling techniques or a relaxation of associated regulatory standards;

    a reduction in the cost of coal or oil as a result of new techniques or a relaxation of associated regulatory standards;

    the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy facilities;

    energy conservation technologies and initiatives to reduce electricity consumption;

    a significant and prolonged decline in the U.S. and/or global economy; and

    the construction of additional electric transmission and distribution lines.

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        A reduction in utility retail electricity prices would make the purchase of solar or wind energy less economically attractive. In addition, a shift in the timing of peak rates for utility-supplied electricity to a time of day when solar or wind energy generation is less efficient would make solar and/or wind energy less competitive and reduce demand. If the retail price of energy available from utilities were to decrease, we would be at a competitive disadvantage, we may be unable to attract new customers and our growth would be limited.

Because we have only a limited operating history upon which to assess our growth prospects, you may not be able to evaluate our business and future earnings prospects accurately.

        We are a newly organized company. Our general partner has only a limited operating history. Prior to the consummation of this offering, we will not own any operating assets. Therefore, our growth prospects must be considered in light of the risks, expenses and difficulties frequently encountered when any new business is formed. Our limited operating history will make it difficult for investors to assess our growth prospects, including our ability to acquire and invest in additional renewable energy assets on favorable terms or to enter into new PPAs, O&M Agreements or Asset Management Agreements for such assets on acceptable terms. We cannot assure you that we will be able to implement our business strategies, that any of our strategies will be achieved or that we will be able to operate profitably. Our limited historical operations place us at a competitive disadvantage that our competitors may exploit. We urge you to carefully consider the information included in this prospectus concerning us in making an investment decision.

We are a newly formed company and need to establish our business infrastructure and efficiently manage our growth.

        Our operational success will depend on successfully establishing the business infrastructure, policies, procedures and systems needed to support and grow our business, including hiring additional executive officers, employees or third-party service providers as needed. We may encounter difficulties and delays in establishing our business infrastructure, policies, procedures and systems and in integrating third-party service providers, which may affect our ability to make cash distributions to our unitholders. In addition, if we are unable to manage rapid growth effectively, we may experience delays in executing our business strategy, which could adversely affect our business, financial condition, future growth, results of operations and cash flows.

We expect to be dependent on tax equity financing arrangements.

        Tax equity investors have invested in and provided a significant amount of the permanent capital needed for the U.S. assets in our Initial Portfolio and we expect to enter into similar arrangements for assets we acquire in the future, including the Identified Pipeline. In a typical tax equity financing, a tax equity investor makes a capital investment in a class of equity interests in an entity that owns the asset. However, the availability of tax equity financing depends on federal tax incentives that encourage renewable energy development. These attributes primarily include (i) PTCs, which are federal income tax credits calculated based on the quantity of renewable energy produced and sold during a taxable year, or ITCs, which are federal income tax credits equal to 30% multiplied by the cost of eligible assets and (ii) accelerated depreciation of renewable energy assets as calculated under the current tax depreciation system, the modified accelerated cost recovery system of the U.S. Internal Revenue Code of 1986, as amended. No assurance can be given that the federal government will maintain these programs. For instance, under current applicable regulations, a solar asset that commenced commercial operations on or before December 31, 2016 will qualify for a 30% ITC while a solar asset that commences commercial operations after December 31, 2016 will only qualify for an ITC equal to 10% of eligible costs. Any additional changes to the tax benefits offered by the federal government could have a material effect on our ability to use tax equity financing for a portion of the acquisition price of

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U.S. renewable energy assets, which in turn could increase our cost of capital and affect our ability to make distributions.

        Further, there are a limited number of potential tax equity investors. Such investors have limited funds and renewable energy developers, operators and investors compete against one another and with others for tax equity financing for their capital. Our business strategy depends on the availability of tax equity financing to acquire additional assets to be able to meet our expected distribution rate. Therefore, our inability to enter into tax equity financing agreements with attractive pricing terms, or at all, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, as the renewable energy industry expands, the cost of tax equity financing may increase and there may not be sufficient tax equity financing available to meet the total demand in any year.

        Our tax equity financing agreements also provide, and are expected to provide, our tax equity investors with a number of protective rights with respect to the applicable asset or assets, including the amount of indebtedness and sales of assets outside the ordinary course of business. As a result of these restrictions, the manner in which we conduct our business may be constrained.

The share of cash distributions we receive from projects with tax equity investors will fluctuate over time, and accordingly, we will need to continue to acquire new projects in order to maintain and grow distributions to our unitholders.

        Under our tax equity financing arrangements, the tax equity investor is generally allocated substantially all of the income and loss generated by the applicable projects for the first five to seven years of operation and a significantly lower percentage of cash during that period. However, after this initial period is over, the tax equity investor is typically allocated and entitled to a larger percentage of the cash generated by the project. As a result, our portion of the cash generated by the projects may decrease over time, and therefore we will need to continue to acquire new projects to provide us with additional cash flow in order to maintain and grow distributions to our unitholders. See "Business—Our Initial Portfolio."

Indemnification arrangements with our tax equity investors may require us to reimburse our tax equity investors for certain losses, including lost tax benefits.

        Agreements covering the tax equity investments in our assets include indemnification provisions under which we are required to reimburse our tax equity investors for certain losses. In the event that these agreements are breached as a result of our actions or certain other events, including but not limited to, changes in our business, corporate structure or tax regulations (for example, the discontinuation of solar asset operations prior to the five-year minimum operational length required for ITC eligibility), these agreements may require us to reimburse our tax equity investors for certain losses incurred as a result of the breach. In order to comply with these agreements, our ability to sell these assets will be limited. Further, payments under any such agreement could materially adversely affect our business, cash flows and ability to make distributions to our unitholders.

The generation of power from solar and wind renewable energy sources depends heavily on suitable meteorological conditions and the seasonality of our operations may affect our liquidity. If solar or wind conditions are unfavorable, our power generation, and therefore revenue from our solar and wind power generation assets, may be substantially below our expectations.

        The power produced and revenues generated by solar and wind power generation assets are highly dependent on suitable solar and wind conditions and associated weather conditions. Such conditions are beyond our control and difficult to predict. Furthermore, components of these generation systems, including solar panels, inverters and wind turbines, can be damaged by severe weather, such as heavy snowstorms, hailstorms, icestorms, lightning strikes, extreme winds or tornadoes. Replacement and

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spare parts for key components may be difficult or costly to acquire or may be unavailable. Unfavorable weather and atmospheric conditions could reduce the output of our assets below projected generation, damage or impair the effectiveness of our assets or require shutdown of key equipment, restricting operation of our assets and our ability to achieve forecasted revenues and cash flows.

        The amount of power solar assets produce is dependent in part on the amount of sunlight, or insolation, where the assets are located. Because shorter daylight hours in winter months results in less insolation, the generation of particular assets will vary depending on the season. We expect the solar assets in our Initial Portfolio to generate the lowest amount of power during the first and fourth quarter of each year. As a result, we expect our revenue and cash available for distribution to be lower during the first and fourth quarters.

        The amount of power our wind assets produce depends in part on the speed, direction and seasonal variations of the wind in a particular location. If the wind resources at a wind asset are below the average level we expect, our rate of return for the asset would be below our expectations and we would be adversely affected. Projections of wind resources also rely upon assumptions about turbine placement, interference between turbines and the effects of vegetation, land use and terrain, which involve uncertainty and require us to exercise considerable judgment. Therefore, the power generated by our wind assets may not meet our anticipated production levels or the rated capacity of the turbines, which could adversely affect our business, financial condition and results of operations.

        We base our investment decisions with respect to each solar or wind power generation asset on the findings of related solar and wind studies conducted prior to construction, after completion of development, or based on historical conditions at existing assets. However, actual climatic conditions at an asset site, particularly insolation and wind conditions, may not conform to the findings of these studies and, therefore, our solar and wind power generation assets may not meet anticipated production levels or the rated capacity of our generation assets, which could adversely affect our business, financial condition, results of operations and cash flows.

Operation of renewable energy assets involves significant risks and hazards customary to the renewable energy industry that could have a material adverse effect on our business, financial condition, results of operations and cash flows. We may not have adequate insurance to cover these risks and hazards and we may become subject to higher insurance premiums.

        Renewable energy involves hazardous activities, including delivering electricity to transmission and distribution systems. In addition to natural risks such as earthquake, flood, lightning, hurricane, volcano and wind risks, other hazards affecting resource availability, such as fire, explosion, structural collapse and equipment failure are inherent risks in our operations. We are also exposed to environmental risks. These and other hazards can cause significant personal injury or loss of life, severe damage to, and destruction of, property and equipment and contamination of, or damage to, the environment, wildlife takes or fatalities and suspension of operations. The occurrence of any one of these events may result in our being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties.

        We maintain an amount of insurance protection that we consider adequate but we cannot provide any assurance that our insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which we may be subject. Furthermore, our insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss for which we are not fully insured (which may include a significant judgment against any asset or asset operator) could have a material adverse effect on our business, financial condition, results of operations and cash flows. Further, due to rising insurance costs and changes in the insurance markets, we cannot provide any assurance that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. We may also reduce or eliminate our coverage at any time. We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates and we may elect to self-insure a portion of our portfolio. Any losses not covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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We will not own any of the land on which our owned solar and wind power generation assets are located, which could result in disruption to our operations.

        We will not own any of the land on which our owned solar and wind power generation assets are located and we are, therefore, subject to the possibility of less desirable terms and increased costs to retain necessary land use if we do not have valid leases or rights-of-way or if such rights-of-way lapse or terminate. We also are subject to the possibility of a lessor not renewing the lease even though we are still able to earn revenue under the PPA. In these circumstances, we would earn less revenues and cash flows from the asset than originally anticipated.

        Although we have obtained rights to operate the assets in our Initial Portfolio that we will own pursuant to related lease arrangements and expect to do the same for any acquired assets in the future, including the Identified Pipeline, our rights to conduct those activities are subject to certain exceptions, including the term of the lease arrangement. In particular, our wind generation assets generally are and are likely to be located on land we occupy pursuant to long-term easements and leases. The ownership interests in the land subject to these easements and leases may be subject to mortgages securing loans or other liens (such as tax liens) and other easement and lease rights of third parties (such as leases of oil or mineral rights) that were created prior to our easements and leases. As a result, our rights under these easements or leases may be subject, and subordinate, to the rights of those third parties. We perform title searches and obtain title insurance to protect ourselves against these risks. Such measures may, however, be inadequate to protect us against all risk of loss of our rights to use the land on which our assets are located, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        Furthermore, in certain circumstances we may be required to incur replacement costs. For instance, if we sub-lease space for our solar panels from an occupant that leases the property, the lease expires or includes early termination provisions, and the occupant opts not to, or is unable to, re-lease its property to us, or if the occupant is in breach of its lease, then we may incur replacement costs or costs for the removal of our solar panels.

        Our loss of rights to operate the assets in our Initial Portfolio that we own through our inability to renew right-of-way contracts or otherwise, may adversely affect our ability to operate our solar and wind power generation assets.

We will rely on electric interconnection and transmission facilities that we do not own or control and that may be subject to transmission constraints to connect our assets to customers. If these facilities fail to provide us with adequate transmission capacity, we may be restricted in our ability to deliver electric power to our customers and we may either incur additional costs or forego revenues.

        The assets in our Initial Portfolio depend on, and the Identified Pipeline will depend on, electric interconnection and transmission facilities owned and operated by others to deliver the power we will sell from our solar and wind power generation assets to our customers. A failure in the operation of these interconnection or transmission facilities or a significant increase in the cost of operating these assets could result in our losing revenues. Such failures or delays could limit the amount of power our assets deliver and, accordingly, affect the ability of the assets to perform under PPAs, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. If restrictive transmission price regulation is imposed, the transmission companies may not have a sufficient incentive to invest in expansion of transmission infrastructure. We also cannot predict whether interconnection and transmission facilities will be expanded in specific markets to accommodate competitive access to those markets. In addition, certain of our operating assets' generation of power may be curtailed without compensation due to transmission limitations or limitations on the electricity grid's ability to accommodate intermittent electricity generating sources, thereby reducing our revenues and impairing the ability to capitalize fully on a particular asset's generating potential. Such curtailments could affect our ability to perform under the applicable PPAs, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore,

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economic congestion on transmission networks in certain of the markets in which we operate may occur and we may be deemed responsible for congestion costs. If we were liable for such congestion costs, our financial results could be adversely affected.

We rely on third-party asset managers to provide services required for the operation, maintenance and oversight of our assets, which exposes us to significant financial or performance risks.

        Upon completion of this offering, we will rely on third-party asset managers to provide a portion of the services required for the operation, maintenance and oversight of our assets pursuant to O&M Agreements and Asset Management Agreements. There can be no assurance that these asset managers will perform their services as, when and where required pursuant to the applicable O&M Agreements and Asset Management Agreements or otherwise. Furthermore, to the extent that the third-party asset managers do not fulfill their obligations to manage operations of our assets or are not effective in doing so, we may not be able to enter into replacement agreements on favorable terms, or at all. If we are unable to enter into long-term replacement agreements to provide for operation, maintenance and oversight of our assets and other required services, we would seek to purchase the related services at market prices, exposing us to market price volatility. The failure of any third-party asset manager to fulfill its contractual obligations to us could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Developers of solar and wind power generation assets depend on a limited number of suppliers of solar panels, inverters, modules, wind turbines and other system components. Any shortage, delay or component price change from these suppliers could result in construction or installation delays, which could affect the number of solar or wind power generation assets we are able to acquire in the future.

        Our solar and wind power generation assets are constructed with solar panels, inverters, modules, wind turbines and other system components from a limited number of suppliers, making us susceptible to quality issues, shortages, price changes and the closing, financial distress or bankruptcy of key suppliers. As a result, there may be a limited supply of the spare parts required to make repairs to damaged assets in the future. For example, some of our assets include panels that were purchased from providers who are no longer in operation or are currently in bankruptcy, which may cause difficulty in sourcing replacement parts for those assets. If we or the third parties from whom we may acquire solar or wind power generation assets in the future fail to develop, maintain and expand relationships with these or other suppliers, or if they fail to identify suitable alternative suppliers in the event of a disruption with existing suppliers, the construction or installation of new solar or wind power generation assets may be delayed or abandoned, which would reduce the number of available assets that we may have the opportunity to acquire in the future.

        There have also been periods of industry-wide shortage of key components, including solar panels and wind turbines, in times of rapid industry growth. The manufacturing infrastructure for some of these components has a long lead time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. In addition, the United States government has imposed tariffs on solar cells manufactured in China and Taiwan. There are currently anti-dumping tariffs on solar cells and modules imported from China and Taiwan. These may change in the future. If our third-party developers purchase solar panels containing cells manufactured in China or Taiwan, our purchase price for assets would reflect the tariff penalties mentioned above. Furthermore, there have been times when the demand for wind turbines and their related components has exceeded supply. Turbine suppliers have at times had difficulty meeting the demand, leading to significant supply backlogs, increased prices, higher up-front payments and deposits and delivery delays. These market conditions may prevail again and if they do, may result in prices that are higher than the costs we expect, less favorable payment terms or may result in insufficient available supplies to sustain our growth. A shortage of key commodity materials could also lead to a reduction in the number of assets that we may have the opportunity to acquire in the future, or delay or increase the costs of acquisitions.

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Warranties provided by the suppliers of equipment for our assets may be limited by the ability of a supplier to satisfy its warranty obligations or by the expiration of applicable time or liability limits, which could reduce or void the warranty protections, or the warranties may be insufficient to compensate our losses.

        We expect to benefit from various warranties, including product quality and performance warranties, provided by the manufacturers and installers of our renewable energy assets. The manufacturers, however, may file for bankruptcy, cease operations or otherwise become unable or unwilling to fulfill their warranty obligations. Even if a manufacturer fulfills its obligations, the warranty may not be sufficient to compensate us for all of our losses. In addition, these warranties generally expire within two to 25 years after the date each equipment item is delivered or commissioned and are subject to liability limits. If we seek warranty protection and a manufacturer is unable or unwilling to perform its warranty obligations, whether as a result of its financial condition or otherwise, or if the term of the warranty has expired or a liability limit has been reached, there may be a reduction or loss of warranty protection for the affected assets, which could have a material adverse effect on our business, financial condition, results of operations and ability to make distributions to our unitholders.

Negative public or community response to wind power generation assets in general or our assets specifically may adversely affect our ability to manage and acquire wind power generation assets.

        Negative public or community response to wind power generation assets in general or our wind power generation assets specifically may adversely affect our ability to manage and acquire our wind power generation assets. This type of negative response can lead to legal, public relations and other challenges that impede our ability to address the changing needs of our assets over time and generate revenues. Wind power generation assets have from time to time been the subject of administrative and legal challenges from groups opposed to such assets in general or concerned with potential environmental, health, noise or aesthetic impacts, threats to birds and other wildlife, impacts on property values or the rewards of property ownership, or impacts on the natural beauty of public lands. There may be similar opposition to the wind power generation assets in our Initial Portfolio or to wind power generation assets we may acquire in the future. An increase in opposition to our requests for permits or successful challenges or appeals to already-issued permits could materially adversely affect our wind power generation assets. If we are unable to operate the production capacity that we expect from our development assets in our anticipated timeframes, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Laws and government regulations providing incentives for renewable energy generation could change at any time causing demand for new solar and wind energy capacity to decrease, and such changes may negatively affect our growth strategy.

        Due to our reliance on tax equity investors to help finance assets, our growth strategy significantly depends on government policies that support renewable energy generation and enhance the economic viability of owning renewable energy assets. Many states have adopted RPS programs mandating that a specified percentage of electricity sales come from eligible sources of renewable energy. However, the regulations that govern the RPS programs, including pricing incentives for renewable energy or reasonableness guidelines for pricing that increase valuation compared to conventional power (such as a projected value for carbon reduction or consideration of avoided integration costs), may change and some states with RPS targets have met, or in the near future will meet, their targets through the recent increase in renewable energy development activity. For example, California, which has one of the most aggressive RPS in the United States, is poised to meet its current target of 25% renewable energy generation by 2016 and has the potential to meet its goal of 33% renewable power generation by 2020 with already-proposed new renewable power projects. To the extent California does not increase its target or other states and provinces do not increase their RPS targets, demand for renewable energy projects could decrease in the future, which could have a material adverse effect on our business and our growth. If RPS requirements are reduced or eliminated, it could lead to fewer future power contracts and lower prices for the sale of power in future power contracts and may negatively impact

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the price of the RECs generated by our power generation assets, which could have a material adverse effect on our future growth prospects.

        Forty-three states have a regulatory policy known as net energy metering, or net metering. Net metering typically allows owners of residential solar energy systems to interconnect their on-site solar energy systems to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility's retail rate for power generated by their solar energy system in excess of electric load that is exported to the grid. At the end of the billing period, the owner pays for the net power used or receives a credit at the retail rate if more power is produced than consumed. Limits on net metering, interconnection of solar power systems and other operational policies in key markets could limit the number of solar energy systems installed there.

        If various federal, state and local government incentives are repealed or altered, it could significantly and adversely affect the attractiveness to tax equity investors of investments in renewable energy assets, which could significantly affect our growth strategy and thereby have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our assets require various governmental approvals and permits, including environmental approvals and permits for operation. Any inability or delay in obtaining or maintaining necessary approvals and permits could adversely affect our growth strategy and continuing operations.

        The design, construction and operation of solar and wind power generation assets are highly regulated, require various governmental approvals and permits, including environmental approvals and permits, and may be subject to the imposition of related conditions that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal and a subsequently-issued approval or permit may not be consistent with the approval or permit initially issued. We cannot predict whether all approvals or permits required for a given asset will be granted or whether the conditions associated with the approvals or permits will be achievable. The denial or loss of an approval or permit essential to an asset or the imposition of impractical conditions upon renewal could impair our ability to construct and operate an asset. In addition, permitting requirements can provide opportunity for public comment or opposition. We cannot predict whether the approvals or permits would attract significant opposition or whether the approval or permitting process would be lengthened due to complexities, legal claims or appeals. Delays in the review and approval or permitting process for an asset could impair or delay our ability to acquire an asset or increase the asset's cost such that it would no longer be attractive to us.

Our business is subject to health and safety and environmental laws and regulations that impose extensive and increasingly stringent requirements on our operations, as well as potentially substantial liabilities arising out of environmental contamination or threats or harm to birds and other wildlife.

        Upon the completion of this offering, we will be subject to numerous and significant federal, state and local laws, regulations, guidelines, policies, directives and other requirements governing or relating to, among other things, land use and zoning matters and protection of human health and the environment, including those limiting the discharge and release of pollutants into the environment, and the protection of certain wildlife including birds and bats in each of the jurisdictions in which our assets operate. These laws and regulations require our assets to, among other things, obtain and maintain approvals and permits, undergo environmental impact assessments and review processes and implement environmental, health and safety programs and procedures to control risks associated with the siting, construction, operation and decommissioning of wind and solar assets. For example, to obtain approvals or permits some projects are, in certain cases, required to undertake certain actions and measures or develop plans to protect and maintain certain endangered, threatened or protected species. If such actions, measures or plans are not successful, our projects could be subject to increased levels of mitigation, penalties or revocation of our permits.

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        If our assets do not comply with applicable environmental laws, regulations or permit requirements, we may be required to pay severe penalties or fines or curtail or cease operations of the affected assets. Violations of environmental and other laws, regulations and permit requirements, including certain violations of laws protecting wetlands, migratory birds, bald and golden eagles and endangered or threatened species, may also result in criminal sanctions or injunctions.

        Our assets could experience incidents, malfunctions and other unplanned events that could result in personal injury and property damage. As such, the operation of our assets carries an inherent risk of environmental, health and safety liabilities (including potential civil actions, compliance or remediation orders, fines and other penalties), and may result in the assets being involved from time to time in administrative and judicial proceedings relating to such matters. In addition, certain environmental laws and regulations can impose joint and several liability without regard to fault on responsible parties, including past and present owners and operators of sites, related to cleaning up sites at which hazardous wastes or materials were disposed or released.

Our ability to effectively consummate future acquisitions will depend on our ability to arrange for the required or desired equity or debt financing for acquisitions.

        Our ability to effectively consummate future acquisitions will depend on our ability to arrange for the required or desired equity or debt financing for acquisitions. We may not have access to the capital markets on commercially reasonably terms when acquisition opportunities arise. An inability to obtain the required or desired financing could significantly limit our ability to consummate future acquisitions and effectuate our growth strategy. If financing is available, utilization of debt financing for all or a portion of the purchase price of an acquisition could significantly increase our interest expense, impose additional or more restrictive covenants and reduce available cash. Similarly, the issuance of additional equity securities as consideration for or to fund acquisitions could cause significant unitholder dilution and reduce our per-unit available cash if the acquisitions are not sufficiently accretive.

        Our ability to arrange financing and the costs of such capital is dependent on numerous factors, including:

    general economic and capital market conditions;

    credit availability from banks and other financial institutions;

    investor confidence in us, our partners, our general partner, as our manager, our general partner's members and their affiliates, as our principal unitholders (on a combined-voting basis), and the regional wholesale power markets;

    our financial performance and the financial performance of our subsidiaries;

    our level of indebtedness and compliance with covenants in debt agreements;

    maintenance of acceptable asset credit ratings or credit quality;

    historical and projected cash flow; and

    provisions of tax and securities laws that may impact raising capital.

        We may not be successful in obtaining additional capital for these or other reasons. Furthermore, we may be unable to refinance or replace debt on favorable terms, or at all, upon the expiration or termination thereof. Our failure, or the failure of any of our subsidiaries, to obtain additional capital or enter into new or replacement financing arrangements when due will adversely affect our growth potential, may constitute a default under such indebtedness and may have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our indebtedness could adversely affect our ability to raise additional capital to fund our operations and future acquisitions or pay distributions.

        Upon completion of this offering, we will have a $       million New Revolver and the ability to borrow an additional $             million under the New Revolver. In the future, we may increase our debt to fund our operations or future acquisitions. Our debt could have important negative consequences on our financial condition, including:

    restricting the ability of our subsidiaries to make certain distributions to us and our ability to make certain distributions with respect to our units in light of restricted payment and other financial covenants in our financing agreements;

    increasing our vulnerability to general economic and industry conditions;

    requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to pay distributions to our common unitholders or to use our cash flow to fund our operations, capital expenditures and future business opportunities;

    limiting our ability to enter into long-term PPAs, which require credit support;

    limiting our ability to enter into power interconnection agreements, which typically require credit support for the construction of interconnection facilities and network upgrades to the transmission grid;

    limiting our ability to fund operations or future acquisitions;

    exposing us to the risk of increased interest rates because certain of our borrowings are at variable rates of interest;

    limiting our ability to obtain additional financing for working capital, including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

    limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.

        The agreements governing the New Revolver contain and any future debt we or our subsidiaries incur will contain financial and other restrictive covenants that limit our subsidiaries' ability to make distributions to us or otherwise engage in activities that may be in our long-term best interests. These debt financing agreements will generally prohibit distributions from our subsidiaries to us unless certain specific conditions are met, including the satisfaction of certain financial ratios. Our inability to satisfy certain financial covenants may prevent cash distributions by the particular subsidiary to us, and our failure to comply with those and other covenants could result in an event of default which, if not cured or waived, may entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on our business, financial condition, results of operations and cash flows and on our ability to pay distributions to our common unitholders.

International operations subject us to political and economic uncertainties.

        Our Initial Portfolio consists of interests in wind and solar assets located in the United States, Puerto Rico and Canada. In addition, in the future we may decide to further expand our operations internationally. For example, the Identified Pipeline currently includes assets in Japan, Mexico and the United Kingdom. As a result, our activities are, and in the future may become increasingly, subject to political and economic uncertainties that may adversely affect our operating and financial performance. These uncertainties include, but are not limited to:

    the risk of a change in renewable energy pricing policies, possibly with retroactive effect;

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    measures restricting the ability of our assets to access the grid to deliver electricity at certain times or at all;

    the macroeconomic climate and levels of energy consumption in the countries where we have operations;

    the comparative cost of other sources of energy;

    changes in taxation policies and/or the regulatory environment in the countries in which we have operations, including reductions to renewable energy incentive programs;

    the imposition of currency controls and fluctuations in currency exchange rates;

    the inability to repatriate cash generated overseas;

    high rates of inflation;

    protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital investment requirements;

    changes to land use regulations and permitting requirements;

    difficulty in timely identifying, attracting and retaining qualified technical and other personnel;

    difficulty competing against competitors who may have greater financial resources and/or a more effective or established localized business presence;

    difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms; and

    being subject to laws other than those of the United States, whose courts may be less favorable to us.

        These uncertainties, many of which are beyond our control, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may invest in joint ventures in which we have limited control over management decisions and our interests in such assets may be subject to transfer or other related restrictions.

        Upon completion of this offering, we will have controlling interests in all of the assets in our Initial Portfolio (other than those in which we have made solely a debt investment) subject to the requirement that we obtain consent from the non-controlling member for material actions. However, in the future we may invest in joint ventures in which we share control or in which we are a minority investor. In these instances, our co-venturers may not have the level of experience, technical expertise, human resources management and other attributes necessary to operate these assets optimally. In addition, conflicts of interest may arise in the future between us and our unitholders, on the one hand, and our co-venturers, on the other hand, where our co-venturers' business interests are inconsistent with our interests and those of our unitholders. Further, disagreements or disputes between us and our co-venturers could result in litigation, which could increase our expenses and potentially limit the time and effort our officers and directors are able to devote to our business.

        The approval of co-venturers also may be required for us to receive distributions of funds from assets or to sell, pledge, transfer, assign or otherwise convey our interest in such assets, or for us to acquire our general partner's interests in such co-ventures as an initial matter. Alternatively, our co-venturers may have rights of first refusal or rights of first offer in the event of a proposed sale or transfer of our interests in such assets. These restrictions may limit the price or interest level for our interests in such assets, in the event we want to sell such interests.

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We may be subject to litigation and other legal proceedings.

        We are subject to the risk of legal claims and proceedings and regulatory enforcement actions in the ordinary course of our business and otherwise. The results of legal and regulatory proceedings cannot be predicted with certainty. We cannot guarantee that the results of legal and regulatory proceedings will not materially harm our business, financial condition, results of operations or operations, nor can we guarantee that we will not incur losses in connection with legal or regulatory proceedings or actions that exceed any provisions we may have set aside in respect of such proceedings or actions or that exceed any available insurance coverage, which may have a material adverse effect on our business, financial condition, results of operations and cash flows. See "Business—Legal Proceedings."

Risks that are beyond our control, including, but not limited to, acts of terrorism or related acts of war, natural disaster, hostile cyber intrusions or other catastrophic events, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        The assets in our Initial Portfolio or those that we otherwise acquire, including the Identified Pipeline, and the facilities of third-parties on which they rely, such as transmission facilities, may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could result in full or partial disruption of the asset's ability to generate, transmit, transport or distribute power. Terrorists have attacked renewable energy assets and related infrastructure in the past and may attack them in future.

        We, third-party asset managers, suppliers and other servicers of our assets place significant reliance on information technology and rely upon telecommunication services to remotely monitor and control our assets and interface with regulatory agencies and customers. The information and embedded systems of key business partners and regulatory agencies are also important to our operations. In light of this, we or third-party asset managers may be subject to cyber security risks or other breaches of information technology security. A breach of our cyber/data security measures or the failure or malfunction of any of our computerized business systems, associated backup or data storage systems for a significant time period could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        Any such terrorist acts, hostile cyber intrusions, environmental repercussions or disruptions or natural disasters could result in a significant decrease in revenues or significant reconstruction or remediation costs beyond what could be recovered through insurance policies, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Our Relationship with Our General Partner

Common unitholders have very limited voting rights and, even if they are dissatisfied, they may not be able to remove our general partner without the consent of holders of our subordinated units.

        Unlike the holders of common stock in a corporation, our common unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management's decisions regarding our business. For example, unlike holders of stock in a public corporation, our common unitholders will not have "say-on-pay" advisory voting rights. Common unitholders did not elect our general partner or the board of directors of our general partner and generally will have no right to elect our general partner or the board of directors of our general partner on an annual or other continuing basis. The board of directors of our general partner is chosen by the members of our general partner. Furthermore, if our common unitholders are dissatisfied with the performance of our general partner, they will have little ability to remove our general partner. As a result of these limitations, the price at which our common units will trade could be diminished because of the absence or reduction of a takeover premium in the trading price.

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        Our common unitholders will be unable initially to remove our general partner without the consent of its members because 40 North or one of its affiliates will own sufficient units upon completion of the offering to be able to prevent its removal. The vote of the holders of at least 662/3% of all outstanding units, including the units held by our general partner, its members and their affiliates, voting together as a single class, is required to remove our general partner. At closing, 40 North or one of its affiliates will own all of our subordinated units, representing        % of our total outstanding common units and subordinated units on an aggregate basis (or        % of our total outstanding common units and subordinated units on an aggregate basis if the underwriters exercise their right to purchase option units) and therefore will initially be able to block attempts to remove it as our general partner. In addition, any vote to remove our general partner during the subordination period must provide for the election of a successor general partner by the holders of a majority of the common units and a majority of the subordinated units, voting as separate classes.

        Our general partner's level of ownership may also have the effect of delaying or preventing a change in control of the Partnership or discouraging others from making tender offers for our units, which could prevent unitholders from receiving a premium for their units. Our general partner may cause corporate actions to be taken even if its interests conflict with the interests of our other unitholders. See "Certain Relationships and Related Party Transactions—Procedures for Review, Approval and Ratification of Transactions with Related Persons."

        Our Partnership Agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting our common unitholders' ability to influence the manner or direction of management.

Our general partner's interest or the control of our general partner may be transferred to a third-party without the consent of us or of our common unitholders.

        Our arrangements with our general partner do not require our general partner to maintain any ownership level in us. Accordingly, our general partner may transfer its general partner interest in us to a third party in a merger or in a sale of all or substantially all of its assets without the consent of us or our common unitholders. Furthermore, there is no restriction in our Partnership Agreement on the ability of the members of our general partner to transfer their respective membership interests in our general partner to a third party. If a new owner were to acquire ownership of our general partner and appoint new directors or officers of its own choosing, it would be able to exercise substantial influence over our policies and procedures and exercise substantial influence over our management and the types of acquisitions that we make. Such changes could result in our capital being used to make acquisitions that are substantially different from our targeted acquisitions. Additionally, we cannot predict with any certainty the effect that any transfer in the ownership of the general partner would have on the trading price of our common units or on our ability to raise capital or make investments in the future, because such matters would depend to a large extent on the identity of the new owner and the new owner's intentions with regard to us. As a result, our future would be uncertain and our business, financial condition, results of operations and cash flows may suffer.

We are highly dependent on our general partner, particularly for the provision of management and administration services to our operations and assets.

        We will not have any employees. We will depend on the management and administration services provided by or under the direction of our general partner pursuant to the Partnership Agreement. Our general partner's personnel and support staff that provide services to us under the Partnership Agreement will not be required to act exclusively for us and the Partnership Agreement will not require any specific individuals to be provided by our general partner. Any failure to effectively manage our operations or to implement our strategy could have a material adverse effect on our business, financial condition, results of operations and cash flows. The Partnership Agreement will continue in perpetuity, until terminated in accordance with its terms.

        If our general partner defaults in the performance of its obligations to provide us with these services under the Partnership Agreement, we may be unable to contract with a substitute service

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provider on similar terms or at all. The costs of substituting service providers may be substantial. In addition, in light of our general partner's familiarity with our assets, a substitute service provider may not be able to provide the same level of service due to lack of pre-existing synergies. If we cannot locate a service provider that is able to provide us with substantially similar services as our general partner does under the Partnership Agreement on similar terms, it would likely have a material adverse effect on our business, financial condition, results of operations and cash flows.

Other than in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.

        Under our Partnership Agreement, our general partner has full power and authority to do all things, other than those items that require unitholder approval or with respect to which our general partner has sought approval of the Conflicts Committee, on such terms as it determines to be necessary or appropriate to conduct our business. Decisions that may be made by our general partner in accordance with our Partnership Agreement include:

    making any expenditures, lending or borrowing money, assuming, guaranteeing or contracting for indebtedness and other liabilities, issuing evidences of indebtedness, including indebtedness that is convertible into our securities, and incurring any other obligations;

    purchasing, selling, acquiring or disposing of our securities, or issuing additional options, rights, warrants and appreciation rights relating to our securities;

    acquiring, disposing, mortgaging, pledging, encumbering, hypothecating or exchanging any or all of our assets;

    negotiating, executing and performing any contracts, conveyances or other instruments;

    making cash distributions;

    selecting and dismissing employees and agents, outside attorneys, accountants, consultants and contractors and determining their compensation and other terms of employment or hiring;

    maintaining insurance for our or its benefit and the benefit of our respective partners;

    forming, acquiring an interest in, contributing property to and making loans to any limited or general partnership, joint venture, corporation, limited liability company or other entity;

    controlling any matters affecting our rights and obligations, including bringing and defending of actions at law or in equity, otherwise engaging in the conduct of litigation, arbitration or mediation, incurring legal expenses and settling claims and litigation;

    indemnifying any person against liabilities and contingencies to the extent permitted by law;

    making tax, regulatory and other filings or rendering periodic or other reports to governmental or other agencies having jurisdiction over our business or assets; and

    entering into agreements with any of its affiliates to render services to us or to itself in the discharge of its duties as our general partner.

        Our Partnership Agreement provides that our general partner must act in good faith when making decisions on our behalf, and our Partnership Agreement further provides that in order for a determination to be made in good faith, our general partner must subjectively believe that the determination is in the best interests of the Partnership. See "The Partnership Agreement."

Our general partner may have conflicts of interests with us and has limited fiduciary and contractual duties to us and our common unitholders, which may permit it to favor its own interests to your detriment.

        Conflicts of interest may arise between our general partner and its affiliates, on the one hand, and us and our common unitholders, on the other hand. As a result of these conflicts, our general partner and its affiliates, including its members, may favor their own interests over the interests of our common unitholders. These conflicts include, among others, the following situations:

    neither our Partnership Agreement nor any other agreement requires our general partner or its affiliates to pursue a business strategy that favors us or utilizes our assets, and our general

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      partner's officers and directors have a fiduciary duty to make decisions in the best interests of the members of our general partner, which may be contrary to our interests;

    our Partnership Agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Specifically, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any merger or consolidation of the Partnership, votes or refrains from voting on amendments to our Partnership Agreement that require a vote of the outstanding units, voluntarily withdraws from the Partnership, transfers (to the extent permitted under our Partnership Agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the Partnership;

    our general partner is allowed to take into account the interests of parties other than us, such as its other affiliates, including its members, in resolving conflicts of interest;

    our Partnership Agreement limits the liability of and reduces the fiduciary or other duties owed by our general partner, and also restricts the remedies available to our common unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;

    except in limited circumstances, our general partner has the power and authority to conduct our business without common unitholder approval;

    our general partner is entitled to reimbursement of all reasonable costs incurred by it and its affiliates for our benefit;

    pursuant to the Partnership Agreement, we will pay our general partner a fee equal to    % of the acquisition price of any asset sold to us by our general partner (excluding the Initial Portfolio) in respect of its services for sourcing the acquisition, including direct costs of developer networking, acquisition target identification, acquisition and financial structuring, technical evaluation of assets of acquisition targets and other costs related to sourcing, evaluating, and securing acquisition opportunities;

    our Partnership Agreement does not restrict us from paying our general partner or its affiliates for any services rendered to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on our behalf;

    our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80.0% of our common units;

    our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of its limited call right;

    our general partner intends to limit its liability regarding our contractual and other obligations;

    our general partner controls the enforcement of the obligations that it and its affiliates owe to us;

    our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and

    our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner's incentive distribution rights without the approval of the Conflicts Committee or our common unitholders. This election may result in lower distributions to our common unitholders in certain situations.

        Furthermore, our Partnership Agreement contains provisions that eliminate and replace the fiduciary standards to which our general partner would otherwise be held by state fiduciary duty law. For example, our Partnership Agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner or otherwise, free of

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fiduciary or other duties to us and our unitholders. This entitles our general partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our limited partners. Examples of decisions that our general partner may make in its individual capacity include:

    whether or not to sell us any renewable energy asset it may purchase from time to time;

    whether to exercise its limited call right;

    whether to seek approval of the resolution of a conflict of interest by the Conflicts Committee of the board of directors of our general partner;

    how to exercise its voting rights with respect to the units it owns;

    whether to elect to reset target distribution levels; and

    whether or not to consent to any merger or consolidation of the Partnership or amendment to the Partnership Agreement.

        By purchasing a common unit, a common unitholder agrees to become bound by the provisions in the Partnership Agreement, including the provisions discussed above.

        Please read "Certain Relationships and Related Party Transactions," "Conflicts of Interest and Fiduciary Duties" and "The Partnership Agreement" for further details on conflicts of interest and relationships between our general partner and us.

Our Partnership Agreement restricts the remedies available to our common unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

        Our Partnership Agreement contains provisions that restrict the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, our Partnership Agreement:

    provides that whenever our general partner makes a determination or takes, or declines to take, any other action in its capacity as our general partner, our general partner is generally required to make such determination, or take or decline to take such other action, in good faith, and will not be subject to any higher standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity;

    provides that our general partner and its officers and directors will not be liable for monetary damages to us or, our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers or directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

    provides that our general partner will not be in breach of its obligations under our Partnership Agreement or its fiduciary or other duties to us or our unitholders if a transaction with an affiliate or the resolution of a conflict of interest is:

    approved by a majority of the members of the Conflicts Committee, although our general partner is not obligated to seek such approval;

    approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates;

    on terms no less favorable to us than those generally being provided to or available from unrelated third parties, as determined by the board of directors of our general partner; or

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      fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us, as determined by the board of directors of our general partner.

        In connection with a situation involving a transaction with an affiliate or a conflict of interest, other than one where our general partner is permitted to act in its sole discretion, any determination by our general partner must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our common unitholders or the Conflicts Committee and the board of directors of our general partner determines that the resolution or course of action taken with respect to the affiliate transaction or conflict of interest satisfies either of the standards set forth in the third and fourth bullets above, then it will be presumed that, in making its decision, the board of directors of our general partner acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. See "Certain Relationships and Related Party Transactions—Procedures for Review, Approval and Ratification of Transactions with Related Parties."

Our Partnership Agreement will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our unitholders, which would limit our unitholders' ability to choose the judicial forum for disputes with us or our general partner's directors, officers or other employees. Our Partnership Agreement also provides that any unitholder bringing an unsuccessful action will be obligated to reimburse us for any costs we have incurred in connection with such unsuccessful action.

        Our Partnership Agreement will provide that, with certain limited exceptions, the Court of Chancery of the State of Delaware will be the exclusive forum for any claims, suits, actions or proceedings (1) arising out of or relating in any way to our Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of our Partnership Agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us), (2) brought in a derivative manner on our behalf, (3) asserting a claim of breach of a duty owed by any director, officer or other employee of us or our general partner, or owed by our general partner, to us or the limited partners, (4) asserting a claim arising pursuant to any provision of the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act") or (5) asserting a claim against us governed by the internal affairs doctrine. In addition, if any unitholder brings any of the aforementioned claims, suits, actions or proceedings and such person does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, then such person shall be obligated to reimburse us and our affiliates for all fees, costs and expenses of every kind and description, including but not limited to all reasonable attorneys' fees and other litigation expenses that the parties may incur in connection with such claim, suit, action or proceeding. By purchasing a common unit, a limited partner is irrevocably consenting to these limitations, provisions and potential reimbursement obligations regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or such other court) in connection with any such claims, suits, actions or proceedings. These provisions may have the effect of discouraging lawsuits against us and our general partner's directors and officers. For additional information about the exclusive forum provision of our Partnership Agreement and the potential obligation to reimburse us for all fees, costs and expenses incurred in connection with claims, suits, actions or proceedings initiated by a unitholder that are not successful, please read "The Partnership Agreement—Applicable Law; Forum, Venue and Jurisdiction."

Contracts between us, on the one hand, and our general partner and its affiliates, on the other hand, will not be the result of arm's-length negotiations and common unitholders will have no right to enforce the obligations of our general partner and its affiliates under agreements with us.

        Our Partnership Agreement allows our general partner to determine, in good faith, any amounts to pay itself or its affiliates for any services rendered to us. Our general partner may also enter into

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additional contractual arrangements with any of its affiliates on our behalf. Our general partner will determine in good faith the terms of any arrangement or transaction entered into after the completion of this offering. Similarly, agreements, contracts or arrangements between us and our general partner and its affiliates that are entered into following the completion of this offering will not be required to be negotiated on an arm's-length basis, although, in some circumstances, our general partner may determine that the Conflicts Committee may make a determination on our behalf with respect to such arrangements.

        Our general partner and its affiliates will have no obligation to permit us to use any assets or services of our general partner and its affiliates, except as may be provided in contracts entered into specifically for such use. There is no obligation of our general partner and its affiliates to enter into any contracts of this kind.

        Further, any agreements between us, on the one hand, and our general partner and its affiliates, on the other hand, will not grant to our common unitholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor.

The departure of some or all of our general partner's employees, particularly executive officers or key employees, could prevent us from achieving our objectives.

        We will depend on the diligence, skill and business contacts of our general partner's professionals and the information and opportunities they generate during the normal course of their activities. Our future success will depend on the continued service of these individuals, who are not obligated to remain employed with our general partner. The departure of a significant number of our general partner's professionals for any reason, or the failure to appoint qualified or effective successors in the event of such departures, could have a material adverse effect on our ability to achieve our objectives. Our Partnership Agreement will not require our general partner to maintain the employment of any of its professionals or to cause any particular professional to provide services to us or on our behalf.

Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.

        The attorneys, independent accountants and others who will perform services for us will be selected by our general partner or the Conflicts Committee of the board of directors of our general partner and may perform services for our general partner and its affiliates. We may retain separate counsel for ourselves or the common unitholders in the event of a conflict of interest between our general partner and its affiliates, on the one hand, and us or our common unitholders, on the other, depending on the nature of the conflict. We do not intend to do so in most cases.

Risks Related to this Offering and Ownership of Our Common Units

Our ability to grow and to meet our financial needs may be adversely affected by our cash distribution policy.

        Our cash distribution policy requires us to distribute all of our available cash each quarter. Accordingly, our growth may not be as fast as businesses that reinvest their available cash to expand ongoing operations.

        In determining the amount of available cash, the board of directors of our general partner approves the amount of cash reserves to set aside, including reserves for future maintenance and replacement capital expenditures, working capital and other matters. We also rely upon external financing sources, including commercial borrowings, to fund our capital expenditures. Accordingly, to the extent we do not have sufficient cash reserves or are unable to obtain financing, our cash distribution policy may significantly impair our ability to meet our financial needs or to grow.

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We are a holding company and our material assets after completion of this offering will be our investments in the project subsidiaries, and we are accordingly dependent upon distributions from the project subsidiaries to pay distributions, taxes and other expenses.

        We are a holding company with no material assets. Pursuant to the Acquisition Agreements with our general partner, we will obtain interests in each of the assets in our Initial Portfolio. In the case of equity investments, our subsidiaries will own specified solar or wind power generation assets, and in the case of our debt investments, one of our subsidiaries will hold these investments. We intend to cause each project subsidiary to make distributions to us in an amount sufficient to cover all applicable taxes payable and distributions, if any, declared by us. However, funds may not be available, and even if funds were available, the applicable subsidiary may be restricted from making distributions under applicable law or pursuant to financing arrangements to which it may be subject, such as the New Revolver. To the extent that we need funds for a quarterly cash distribution to our common unitholders or otherwise, and any project subsidiary is restricted from making such distributions under applicable law or regulation as a result of financing arrangements or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition and limit our ability to pay distributions to our common unitholders.

We will incur costs as a result of being a publicly traded limited partnership.

        As a publicly traded limited partnership, we will be required to comply with the SEC's reporting requirements and with corporate governance and related requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the SEC and the NYSE. We will incur significant legal, accounting and other expenses in complying with these and other applicable regulations. We anticipate that our general and administrative expenses will include costs associated with annual reports to unitholders, tax return preparation, investor relations, registrar and transfer agent's fees, incremental director and officer liability insurance costs and officer and director compensation as a result of being a publicly traded company. These expenses may increase further after we are no longer an emerging growth company and are required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will be required to reimburse our general partner for these costs, as more fully described under the "The Partnership Agreement—Reimbursement of Expenses."

Market interest rates may have an effect on the value of our common units.

        One of the factors that will influence the price of our common units will be the effective distribution yield of such common units (i.e., the yield as a percentage of the then market price of our common units) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of our common units to expect a higher distribution yield and our inability to increase our distribution as a result of an increase in borrowing costs, insufficient cash available for distribution or otherwise could result in selling pressure on, and a decrease in the market price of, our common units as investors seek alternative investments with higher yield.

If you purchase common units sold in this offering, you will experience immediate and substantial dilution of $            per common unit.

        The assumed initial public offering price of $            per common unit (the midpoint of the price range set forth on the cover of this prospectus) exceeds the pro forma net tangible book value of $            per common unit. Based on the assumed initial public offering price, you will incur immediate and substantial dilution of $            per common unit. See "Dilution."

Market volatility may affect the price of our common units and the value of your investment.

        Following the completion of this offering, the market price for our common units is likely to be volatile, in part because our common units have not been previously traded publicly. We cannot predict

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the extent to which a trading market will develop or how liquid that market may become. If you purchase common units in this offering, you will pay a price that was not established in the public trading markets. The initial public offering price will be determined by negotiations between the underwriters and us. You may not be able to resell your common units above the initial public offering price and may suffer a loss on your investment. In addition, the market price of our common units may fluctuate significantly in response to a number of factors, most of which we cannot predict or control, including general market and economic conditions, disruptions, downgrades, credit events and perceived problems in the credit markets; actual or anticipated variations in our quarterly operating results or distributions; changes in our investments or asset composition; write-downs or perceived credit or liquidity issues affecting our assets; market perception of our general partner, our business and our assets; the level of indebtedness and/or adverse market reaction to any indebtedness our subsidiaries may incur in the future; our ability to raise capital on favorable terms, or at all; the availability of tax incentives for investors in renewable energy assets and the availability of tax equity investors; the termination of the Partnership Agreement or additions or departures of our general partner's key personnel; changes in market valuations of similar power generation companies; and speculation in the press or investment community regarding us or our general partner.

        Securities markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. Any broad market fluctuations may adversely affect the trading price of our common units.

Our Partnership Agreement contains provisions that may have the effect of discouraging a person or group from attempting to remove our current management or our general partner, and even if our common unitholders are dissatisfied, they will be unable to remove our general partner without the consent of the members of our general partner, unless their ownership interest in us is decreased, all of which could diminish the trading price of our common units.

        Our Partnership Agreement contains provisions that may have the effect of discouraging a person or group from attempting to remove our current management or our general partner, including the following:

    our common unitholders will be unable initially to remove our general partner without the consent of its members because our general partner's members will own sufficient units upon the completion of this offering to be able to prevent our general partner's removal. The vote of the holders of at least 662/3% of all units, including the units held by our general partner and its members, voting together as a single class, is required to remove our general partner. Following the closing of this offering, 40 North or one of its affiliates will own all of the subordinated units, representing        % of the aggregate common and subordinated units that will be outstanding following this offering. In addition, any vote to remove our general partner during the subordination period must provide for the election of a successor general partner by the holders of a majority of the common units and a majority of the subordinated units, voting as separate classes;

    if our general partner is removed without "cause," our general partner will have the right to convert its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time. Any conversion of the incentive distribution rights would be dilutive to existing common unitholders. Furthermore, any cash payment in lieu of such conversion could be prohibitively expensive. "Cause" is narrowly defined to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our general partner liable for actual fraud or willful or wanton misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor business decisions, such as charges of poor management of our business by the directors appointed by our general partner.

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    our Partnership Agreement contains provisions limiting the ability of common unitholders to call meetings of unitholders and to acquire information about our operations as well as other provisions limiting our common unitholders' ability to influence the manner or direction of management;

    unitholders do not have the ability to nominate or elect directors to the board of directors of our general partner; and

    common unitholders' voting rights are further restricted by the Partnership Agreement provision providing that if any person or group beneficially owns more than 20% of any class of units then outstanding, any such units owned by that person or group may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes, determining the presence of a quorum or for other similar purposes, unless required by law. Effectively, this means that the voting rights of any such unitholders will be redistributed pro rata among the other common unitholders holding less than 20% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of the board of directors of our general partner or directly from our general partner or its affiliates will not be subject to this 20% limitation, except with respect to voting their common units in the election of the elected directors.

        The effect of these provisions may be to diminish the price at which the common units will trade.

We may issue additional equity securities, including securities senior to the common units, without your approval, which would dilute your ownership interests.

        We may, without the approval of our unitholders, issue an unlimited number of units or other equity securities. In addition, we may issue an unlimited number of units that are senior to the common units in right of distribution, liquidation and voting. The issuance by us of units or other equity securities of equal or senior rank will have the following effects:

    our common unitholders' proportionate ownership interest in us will decrease;

    the amount of cash available for distribution on each common unit may decrease;

    because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

    the relative voting strength of each previously outstanding common unit may be diminished; and

    the market price of the common units may decline.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our common units adversely, the unit price and trading volume of our common units could decline.

        The trading market for our common units will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our common units adversely, or provide more favorable relative recommendations about our competitors, the price of our common units would likely decline. If any analyst who may cover us were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our common units to decline.

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The liability of unitholders may not be limited if a court finds that unitholder action constitutes control of our business.

        A general partner of a partnership generally has unlimited liability for the obligations of the partnership except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. Our Partnership is organized under Delaware law and we will conduct business throughout the United States and in other jurisdictions. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the states or other jurisdictions in which we may conduct business. A unitholder could be liable for any and all of our obligations as if the unitholder were a general partner if a court or government agency were to determine that:

    we were conducting business in a state or territory but had not complied with that particular state or territory's partnership statute; or

    the unitholder's right to act with other unitholders to remove or replace our general partner, to approve some amendments to our Partnership Agreement or to take other actions under the Partnership Agreement constitutes "control" of our business.

        For a discussion of the implications of the limitations of liability on a unitholder, see "The Partnership Agreement—Limited Liability."

Unitholders may have liability to repay distributions that were wrongfully distributed to them.

        Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Act, we may not make a distribution to unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted for purposes of determining whether a distribution is permitted.

While our Partnership Agreement requires us to distribute our available cash, our Partnership Agreement, including provisions requiring us to make cash distributions contained therein, may be amended.

        While our Partnership Agreement requires us to distribute all of our available cash for distribution, our Partnership Agreement, including provisions requiring us to make cash distributions contained therein, may be amended. Our Partnership Agreement generally may not be amended during the subordination period without the approval of our public common unitholders except in limited circumstances where no unitholder approval is required. However, our Partnership Agreement can be amended with the consent of our general partner and the approval of a majority of the outstanding common units, including any common units held by our general partner, its members and their affiliates, voting together as a single class, after the subordination period has ended. Upon the completion of this offering, our general partner, its members and their affiliates will own approximately        % of our voting power. See "The Partnership Agreement—Amendment of the Partnership Agreement."

We are an "emerging growth company" and may elect to comply with reduced public company reporting requirements, which could make our common units less attractive to investors.

        We are an "emerging growth company," as defined by the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various public company reporting requirements. These exemptions include, but are not limited to: (i) not being

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required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, and (iii) exemptions from the requirement of holding a nonbinding unitholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years following completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1.0 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we would cease to be an emerging growth company prior to the end of such five-year period. We have taken advantage of certain of the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced burdens in future filings. As a result, the information that we provide to our common unitholders may be different than you might receive from other public reporting companies in which you hold equity interests. We cannot predict if investors will find our common units less attractive as a result of our reliance on these exemptions. If some investors find our common units less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our common units and the price for our common units may be more volatile.

        Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. However, we have irrevocably elected not to avail ourselves of this extended transition period for complying with new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or detect and prevent fraud.

        Upon completion of the offering, we will become a public company subject to the reporting obligations of the SEC and the NYSE. These obligations include, among others, preparing annual and interim reports of our business, results of operations and financial conditions, including financial statements in accordance with GAAP. Our reporting obligations as a public company and implementing necessary internal controls and risk management and policies will place substantial demands on our management and our operational and financial resources. We are a newly formed company with a limited number of personnel and other resources with which to address our internal controls over financial reporting. Effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent fraud. Our general partner is in the process of appropriately expanding human resources and other components of our business, including retaining third-party service providers and implementing and maintaining adequate management and financial controls to improve our internal controls in preparation of being a public company, which will likely require us to incur significant costs and devote substantial management time and efforts and other resources. Our failure to achieve and maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements.

        We also must implement and maintain our internal controls and risk management to manage our anticipated future growth, regulatory requirements applicable to our business and the growing demands of our business operations. In this regard, any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met. As such, we may be subject to risks arising in relation to our internal controls and risk management, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We cannot assure you that we will be able to successfully implement internal control mechanisms that will sufficiently respond to our expanded scope of operations. We also cannot assure you that our employees will not act in such a way that contravenes our internal control procedures. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent

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registered public accounting firm is unable to provide an unqualified attestation report on our internal controls after we cease to be an emerging growth company, investors could lose confidence in our financial information and the price of our common units could decline.

We are not, and do not intend to become, regulated as an "investment company" under the Investment Company Act and if we were deemed an "investment company" under the Investment Company Act, applicable restrictions could make it impractical for us to operate as contemplated.

        The Investment Company Act of 1940, as amended (the "Investment Company Act") provides certain protections to investors and imposes certain restrictions on companies that are registered as investment companies. Among other things, such rules limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities and impose certain governance requirements. We have not been and do not intend to become regulated as an investment company and we intend to conduct our activities so we will not be deemed to be an investment company under the Investment Company Act (and similar legislation in other jurisdictions). In order to ensure that we are not deemed to be an investment company, we may be required to materially restrict or limit the scope of our operations or plans. We will be limited in the types of acquisitions that we may make, and we may need to modify our organizational structure or dispose of assets of which we would not otherwise dispose. Moreover, if anything were to happen which would potentially cause us to be deemed an investment company under the Investment Company Act, it would be impractical for us to operate as intended. Agreements and arrangements between and among us and our general partner would be impaired, the type and amount of acquisitions that we would be able to make as a principal would be limited, and our business, financial condition and results of operations would be materially and adversely affected. Accordingly, we would be required to take extraordinary steps to address the situation, such as the amendment or termination of the Partnership Agreement or us or a restructuring of us and certain other affiliates, any of which could adversely affect the value of our common units. In addition, if we were deemed to be an investment company under the Investment Company Act, we would be taxable as a corporation for U.S. federal income tax purposes, and such treatment could materially and adversely affect the value of our common units.

Risks Related to Taxation

        In addition to the following risk factors, you should read "Material U.S. Federal Income Tax Consequences" for a more complete discussion of the expected material federal income tax considerations relating to us and the ownership and disposition of our common units.

Our U.S. federal income tax treatment depends on our status as a partnership for U.S. federal income tax purposes. If the IRS were to treat us as a corporation for U.S. federal income tax purposes, subject to U.S. corporate income tax, our cash available for distribution to our unitholders may be substantially reduced.

        The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for U.S. federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this or any other tax matter affecting us.

        Despite the fact that we are a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to be treated as a corporation for U.S. federal income tax purposes. Our treatment as a partnership for U.S. federal income tax purposes is dependent upon at least 90% of our income being "qualifying income." In order for our interest income to be treated as qualifying income, the interest income must not be derived by us in the conduct of a financial or insurance business. Neither the Code nor the Treasury Regulations define what it means to conduct a financial or insurance business, and the IRS has provided limited guidance in this area. Although we do not believe based upon our current operations that we are or will be so treated, the IRS or a court

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could disagree or a change in our business or a change in current law could cause us to be treated as a corporation.

        If we were treated as a corporation for U.S. federal income tax purposes, we would be subject to U.S. corporate income tax on our net taxable income. As a result, cash available for distribution to our unitholders could be substantially reduced. Further, distributions generally would be subject to income tax as dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions or credits would flow through to you. Based on the foregoing, if we were treated as a corporation for U.S. federal income tax purposes, there could be a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units. Please read "Material U.S. Federal Income Tax Consequences" for further information on our tax status.

Legislation has been proposed that, if enacted, would subject us to U.S. federal income tax as a corporation on our net taxable income.

        Congress recently proposed legislation that, if enacted, would repeal, effective for taxable years beginning after December 31, 2016, the exception from taxation as a corporation currently available to certain publicly traded partnerships such as ours. If this legislation were enacted in the form proposed, we would be treated as a corporation for U.S. federal income tax purposes. As a result, commencing with our taxable year beginning January 1, 2017, we would become subject to U.S. corporate income tax on our net taxable income. Our liability for U.S. corporate income tax likely would materially increase our entity-level tax liability, and therefore reduce amounts otherwise available for us to distribute to common unitholders. In addition, an investment in a corporation has materially different U.S. federal income tax consequences for investors than an investment in a partnership. As of the date of this prospectus, it is not possible to predict if, whether or when this legislation might be enacted, in what form or with what effective date.

The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.

        The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time. For example, judicial interpretations of the U.S. federal income tax laws may have a direct or indirect impact on our status as a partnership and, in some instances, a court's conclusions may heighten the risk of a challenge regarding our status as a partnership. Moreover, from time to time, members of the U.S. Congress propose and consider substantive changes to the existing U.S. federal income tax laws that would affect the tax treatment of certain publicly traded partnerships. One such legislative proposal would have eliminated the qualifying income exception to the treatment of all publicly traded partnerships as corporations upon which we will rely for our treatment as a partnership for U.S. federal income tax purposes. We are unable to predict whether any of these changes, or other proposals, will ultimately be enacted. Any such changes or differing judicial interpretations of existing laws could be applied retroactively and could negatively impact the value of an investment in our common units.

        If we were treated as a corporation for U.S. federal income tax purposes, it is likely that we also would be treated as such for state income tax purposes, and as a result could be subject to state income tax. Further, changes in current state law may subject us to additional entity-level taxation by individual states. Because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of state taxes by states may substantially reduce the cash available

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for distribution to our unitholders and, therefore, negatively impact the value of an investment in our common units.

        Our Partnership Agreement provides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to additional amounts of entity-level taxation, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us.

Our unitholders' share of our income is taxable to them for U.S. federal income tax purposes even if they do not receive any cash distributions from us.

        A unitholder is treated as a partner to whom we allocate taxable income, and such income allocation could differ from the cash distributed to such unitholder. A unitholder's allocable share of our taxable income will be taxable to it, which may require the payment of U.S. federal income taxes and, in some cases, state and local income taxes, on its share of our taxable income even if it receives no cash distributions from us. Our unitholders may not, on a current basis or in the aggregate, receive cash distributions from us equal to their actual tax liability.

If the IRS contests the U.S. federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution to our unitholders.

        We have not requested a ruling from the IRS with respect to our treatment as a partnership for U.S. federal income tax purposes or any other matter affecting us. The IRS may adopt positions that differ from the conclusions of our counsel expressed in this prospectus or from the positions we take, and the IRS's positions may ultimately be sustained. It may be necessary to resort to administrative or court proceedings to sustain some or all of our counsel's conclusions or the positions we take. A court may not agree with some or all of our counsel's conclusions or the positions we take. Any contest with the IRS, and the outcome of any IRS contest, may have a materially adverse impact on the market for our common units and the price at which they trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution.

Tax gain or loss on the disposition of our common units could be more or less than expected.

        If our common unitholders sell common units, they will recognize a gain or loss for federal income tax purposes equal to the difference between the amount realized and their tax basis in those common units. Because distributions in excess of their allocable share of our net taxable income decrease their tax basis in their common units, the amount, if any, of such prior excess distributions with respect to the common units a common unitholder sells will, in effect, become taxable income to the common unitholder if it sells such common units at a price greater than its tax basis in those common units, even if the price received is less than its original cost. Furthermore, a substantial portion of the amount realized on any sale of units, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depreciation recapture. In addition, because the amount realized includes a unitholder's share of our nonrecourse liabilities, a common unitholder that sells common units may incur a tax liability in excess of the amount of cash received from the sale. See "Material U.S. Federal Income Tax Consequences—Disposition of Common Units—Recognition of Gain or Loss" for a further discussion of the foregoing.

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Tax-exempt entities and non-U.S. persons face unique tax issues from owning our common units that may result in adverse tax consequences to them.

        Investment in common units by U.S. tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs), and non-U.S. persons raises issues unique to them. Based on the representations made by us and our general partner, it is the opinion of Milbank, Tweed, Hadley & McCloy LLP that no income of the Partnership will be treated either as unrelated business taxable income ("UBTI") or effectively connected income ("ECI"). However, no ruling from the IRS will be sought, and there is no assurance that the IRS will agree that income of the Partnership will not be UBTI or ECI. It is possible that U.S. tax-exempt entities may recognize and be taxed on UBTI and non-U.S. investors could be subject to U.S. federal income tax on a net basis and be required to file a U.S. federal income tax return. In this regard, a U.S. tax-exempt investor that owns more than fifty percent (50%) of either the voting power or value of our units may recognize UBTI in respect of interest income we receive from certain of our subsidiaries. Further, we may make investments in real property or "real property holding corporations" for purposes of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). Non-U.S. investors that own more than five percent (5%) of the value of our common units may be subject to withholding with respect to our investments in real property or real property holding corporations. If you are a tax-exempt entity or a non-U.S. person, you should consult a tax advisor before investing in our common units.

We prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

        We will prorate our items of income, gain, loss and deduction for federal income tax purposes between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The use of this proration method may not be permitted under existing Treasury Regulations (as defined herein), and, accordingly, our counsel is unable to opine as to the validity of this method. Recently, however, the U.S. Treasury Department issued proposed Treasury Regulations that provide a safe harbor pursuant to which publicly traded partnerships may use a similar monthly simplifying convention to allocate tax items among transferor and transferee unitholders. Nonetheless, the proposed regulations do not specifically authorize the use of the proration method we have adopted. If the IRS were to challenge our proration method or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. See "Material U.S. Federal Income Tax Consequences—Disposition of Common Units—Allocations Between Transferors and Transferees."

The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination of our partnership for U.S. federal income tax purposes.

        We will be considered to have technically terminated for U.S. federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiple sales of the same interest will be counted only once. Our technical termination would, among other things, result in the closing of our taxable year for all unitholders, which would result in us filing two tax returns (and our unitholders could receive two Schedules K-1 if relief was not available, as described below) for one year and could result in a deferral of depreciation deductions allowable in computing our taxable income. The closing of our taxable year may also result in more than twelve months of our taxable income or loss being includable in his taxable income for the year of termination. A technical

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termination currently would not affect our classification as a partnership for federal income tax purposes, but instead we would be treated as a new partnership for such tax purposes. If treated as a new partnership, we must make new tax elections and could be subject to penalties if we are unable to determine that a termination occurred. The IRS has recently announced a publicly traded partnership technical termination relief program whereby a publicly traded partnership that technically terminated may request publicly traded partnership technical termination relief which, if granted by the IRS, among other things would permit the Partnership to provide only one Schedule K-1 to unitholders for the year notwithstanding two partnership tax years. See "Material U.S. Federal Income Tax Consequences—Disposition of Common Units—Constructive Termination" for a discussion of the consequences of our termination for federal income tax purposes.

Our business currently depends on the availability of tax credits and other financial incentives. The expiration, elimination or reduction of these tax credits and incentives would adversely impact our business.

        U.S. federal, state and local government bodies provide incentives to owners and developers of renewable energy assets and to distributors of renewable energy to promote renewable energy sources in the form of tax credits and other financial incentives. We rely on these governmental tax credits and other tax benefits to attract certain third-party tax equity investors. These tax benefits are subject to change, and any such changes could result in a smaller tax equity market.

        A 30% ITC is currently available for solar power generation assets that are completed and placed in service prior to January 1, 2017 and wind power generation assets for which construction commenced before January 1, 2014. Certain wind power generation assets for which construction commenced before January 1, 2014 are also eligible for the 2.3 cent per kWh PTC in lieu of the ITC. Changes in existing law and interpretations by the IRS or the courts could reduce the willingness of tax equity investors to invest in renewable energy assets such as ours. We cannot assure you that this type of tax equity financing will be available to us. If, for any reason, we are unable to finance the purchase and/or development of our renewable energy assets through tax-advantaged structures or if we are unable to realize or monetize depreciation benefits, we may no longer be able acquire and operate assets on an economically viable basis. This would have a material adverse effect on our business, financial condition and results of operations.

The IRS may disallow deductions for amounts paid to related persons.

        To the extent that we enter into transactions or arrangements with parties with whom we do not deal at arm's length, including our general partner, pursuant to the applicable law relating to transfer pricing, the relevant tax authorities may seek to adjust the quantum or nature of the amounts received or paid by such entities if they consider that the terms and conditions of such transactions or arrangements differ from those that would have been made between persons dealing at arm's-length and could impose penalties for failing to comply with applicable law relating to transfer pricing. This could result in more tax (and penalties and interest) being paid by such entities, and therefore the return to investors could be reduced.

        While our general partner believes the fees charged by or paid to non-arm's-length persons are consistent with applicable law relating to transfer pricing, no assurance can be given in this regard.

Our delivery of required tax information for a taxable year may be subject to delay, which could require a common unitholder who is a U.S. taxpayer to request an extension of the due date for such common unitholder's income tax return.

        We have agreed to use commercially reasonable efforts to provide U.S. tax information (including IRS Schedule K-1 information needed to determine the allocable share of our income, gain, losses and deductions for our common unitholders) no later than 90 days after the close of each fiscal year.

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However, providing this U.S. tax information to unitholders will be subject to delay in the event of, among other reasons, the late receipt of any necessary tax information from lower-tier entities. In an attempt to ensure that we distribute necessary tax information in a timely fashion, we intend to have a December 31 year end. It is therefore possible that, in any taxable year, a unitholder will need to apply for an extension of time to file such unitholder's tax returns. See "Material U.S. Federal Income Tax Consequences—Administrative Matters—Information Returns and Audit Procedures."

We may hold or acquire certain investments through entities classified as PFICs or CFCs for U.S. federal income tax purposes.

        Certain of our investments may be in foreign corporations or may be acquired through a foreign subsidiary that would be classified as a corporation for U.S. federal income tax purposes. Such an entity may be a passive foreign investment company (a "PFIC") or a controlled foreign corporation (a "CFC") for U.S. federal income tax purposes. U.S. holders of common units considered to own a direct or indirect interest in a PFIC or a CFC may be subject to tax on their allocable share of the PFIC's or CFC's income without a corresponding distribution of earnings.

We will treat each purchaser of common units as having the same tax benefits without regard to the common units actually purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

        Because we cannot match transferors and transferees of our common units and because of other reasons, we will adopt depreciation and amortization positions that may not conform to all aspects of the provisions of the Code or existing and proposed Treasury Regulations thereunder. Our counsel is unable to opine as to the validity of this approach. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to you. It also could affect the timing of these tax benefits or the amount of gain from your sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to your tax returns. See "Material U.S. Federal Income Tax Consequences—Tax Consequences of Unit Ownership—Section 754 Election" for a further discussion of the effect of the depreciation and amortization positions we will adopt.

We may adopt certain valuation methodologies that could result in a shift of income, gain, loss and deduction between the general partner (as the holder of our incentive distribution rights) and certain of our unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units.

        When we issue additional units or engage in certain other transactions, we will determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our unitholders and our general partner. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between the general partner and certain of our unitholders, which may be unfavorable to such unitholders. Moreover, under our valuation methods, subsequent purchasers of common units may have a greater portion of their Code Section 743(b) adjustment allocated to our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our valuation methods, or our allocation of the Code Section 743(b) adjustment attributable to our tangible and intangible assets, and allocations of income, gain, loss and deduction between the general partner and certain of our unitholders.

        A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to certain of our unitholders. It also could affect the amount of gain from certain of our unitholders' sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to such unitholders tax returns without the benefit of additional deductions.

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FORWARD-LOOKING STATEMENTS

        Statements included in this prospectus concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto, including our financial forecast, contain forward-looking statements. The disclosure and analysis set forth in this prospectus includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. In some cases, predictive, future-tense or forward-looking words such as "believe," "intend," "anticipate," "estimate," "project," "forecast," "plan," "potential," "may," "should," "could" and "expect" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our unitholders, and other written materials.

        The following factors, among others, could cause our actual results, performance or achievements to differ from those set forth in the forward-looking statements:

    our ability to maintain and grow our initial quarterly distribution;

    our ability to successfully identify, evaluate and consummate acquisitions;

    the willingness and ability of counterparties to the PPAs for the assets in the Initial Portfolio and counterparties to our debt investments to fulfill their obligations under such agreements;

    our ability to enter into contracts to sell power on acceptable terms as our PPAs expire;

    our ability to sell RECs to creditworthy counterparties;

    our ability to effectively compete for investment opportunities in renewable energy assets;

    our ability to enter into tax equity financing arrangements;

    hazards customary to the renewable energy industry and power generation operations such as unusual weather conditions, catastrophic weather-related or other damage to assets, unscheduled generation outages, maintenance or repairs, shortages, other developments, environmental incidents, or electric transmission system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;

    government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws and regulations;

    the anticipated taxation of the Partnership and distributions to our unitholders;

    our ability to operate our businesses efficiently, manage capital expenditures and costs tightly and generate earnings and cash flows from our asset-based businesses in relation to our debt and other obligations;

    our ability to sell equity and debt, borrow additional funds and access debt and equity capital markets, as well as the possibility that we may incur additional indebtedness going forward; and

    operating and financial restrictions placed on us and our subsidiaries that are contained in agreements of certain of our subsidiaries and project-level subsidiaries generally and in the New Revolver that one of our subsidiaries will enter into concurrently with the consummation of this offering.

        We caution that these and other forward-looking statements included in this prospectus represent our estimates and assumptions only as of the date of this prospectus and are not intended to give any assurance as to future results. Many of the forward-looking statements included in this prospectus are

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based on our assumptions about factors that are beyond our ability to control or predict. Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. The reasons for this include the risks, uncertainties and factors described in the "Risk Factors" section of this prospectus. As a result, the forward-looking events discussed in this prospectus might not occur and our actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

        We undertake no obligation to update or revise any forward-looking statements contained in this prospectus, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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USE OF PROCEEDS

        We expect to receive net proceeds of approximately $         million from the sale of          million common units offered by this prospectus, the sale of            common units to our general partner or 40 North and the sale of            million subordinated units to 40 North or one of its affiliates, assuming an initial public offering price of $            per unit (the midpoint of the price range set forth on the cover of this prospectus) and after deducting the estimated underwriting discounts, structuring fee and offering expenses payable by us. We intend to use approximately $             million of the net proceeds from this offering and the sale of the subordinated units for working capital and general partnership purposes and intend to use the remainder of the proceeds to pay approximately $            in fees and expenses associated with our formation and approximately $            as consideration to our general partner for our acquisition of its equity and debt interests in the Initial Portfolio. The purchase price for the Initial Portfolio will be $            million and our general partner has informed us that it will pay $            million for such interests (in each case, assuming an initial public offering price of $        per common unit (the midpoint of the price range set forth on the cover page of this prospectus)).

        To the extent the underwriters exercise their right to purchase the option units, we will use the proceeds to repurchase an equal number of units from our general partner or 40 North. As a result, the number of common units outstanding after this offering will not change whether or not the underwriters exercise this right.

        A $1.00 increase or decrease in the assumed initial public offering price of $            per common unit would cause the net proceeds from this offering, after deducting the estimated underwriting discounts, structuring fee and offering expenses payable by us, to increase or decrease, respectively, by approximately $             million. In addition, we may also increase or decrease the number of common units we are offering. Each increase of 1.0 million common units offered by us, together with a concurrent $1.00 increase in the assumed public offering price to $            per common unit, would increase net proceeds to us from this offering by approximately $             million. Similarly, each decrease of 1.0 million common units offered by us, together with a concurrent $1.00 decrease in the assumed initial offering price to $            per common unit, would decrease the net proceeds to us from this offering by approximately $             million.

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CAPITALIZATION

        The following table shows the historical combined cash and cash equivalents and capitalization of our Initial Portfolio as of September 30, 2014 and our pro forma cash and cash equivalents and capitalization as of September 30, 2014 after giving effect to the pro forma adjustments described in our Unaudited Pro Forma Combined Financial Statements included elsewhere in this prospectus, including completion of the Formation Transactions as if they had occurred on that date.

        This table is derived from, and should be read together with, the historical financial statements and related notes and the unaudited pro forma combined financial statements and the accompanying notes, in each case included elsewhere in this prospectus. You should also read this table in conjunction with "Prospectus Summary—Formation Transactions and Partnership Structure," "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  Historical
Combined Initial
Portfolio as of
September 30, 2014
  Pro Forma
as of
September 30, 2014
 
 
  (in thousands)
 

Cash and cash equivalents(1)(2)

  $ 6,552   $    
           
           

Debt:

             

Short-term debt

    26,202        

Long-term debt

    56,869        

New Revolver(1)

             

Partners' equity/net equity:

             

Parent net investment

           

Common units held by public(2)

           

Common units owned by Directors and Officers(3)

           

Subordinated units(2)

           

General partner interest

           

Total parent net investment/net equity

           
           

Total capitalization

  $ (83,071 ) $    
           
           

(1)
In connection with this offering, we will enter into the New Revolver. The New Revolver will provide us with the ability to borrow up to $        million from time to time. We do not expect to have any borrowings outstanding under the New Revolver upon consummation of this offering. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity—New Revolver."

(2)
Assumes the underwriters do not exercise their right to purchase the option units. If the underwriters exercise this right in full, pro forma cash and cash equivalents would have been $            as of September 30, 2014.

(3)
In connection with this offering, we expect to issue to our general partner's directors and officers an aggregate of            restricted common units (based on the midpoint of the price range set forth on the cover page of this prospectus) as awards under the LTIP. These awards will not be issued in exchange for cash. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Equity-Based Compensation" for a discussion of the accounting for this issuance.

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DILUTION

        Dilution is the amount by which the offering price paid by the purchasers of common units sold in this offering will exceed the pro forma net tangible book value per unit after the offering. On a pro forma basis as of September 30, 2014, after giving effect to the Formation Transactions, including this offering at an initial public offering price of $            per common unit (the midpoint of the price range set forth on the cover page of this prospectus), the sale of            common units to our general partner or 40 North, the sale of the subordinated units and the application of the net proceeds therefrom, and assuming the underwriters' right to purchase option units is not exercised, our net tangible book value was $            , or $            per unit. Purchasers of our common units in this offering will experience substantial and immediate dilution in net tangible book value per common unit for financial accounting purposes, as illustrated in the following table.

Assumed initial public offering price per common unit

        $    

Pro forma net tangible book value per unit before the offering(1)

  $          

Increase in net tangible book value per unit attributable to purchasers in the offering

             
             

Less: Pro forma net tangible book value per common unit after the offering(2)

             
             

Immediate dilution in net tangible book value per unit to purchasers in the offering(3)

        $    
             
             

(1)
Gives effect to the Formation Transactions as of September 30, 2014, determined by dividing the pro forma net tangible book value of our assets and liabilities by the number of units (            common units, assuming no exercise of the underwriters' right to purchase option units, and            subordinated units) to be issued to our affiliates.

(2)
Determined by dividing our pro forma net tangible book value, after giving effect to the Formation Transactions, by the total number of units (             common units, including an aggregate            restricted common units that we will grant to our general partner's directors and officers at the closing of this offering (based on the midpoint of the price range set forth on the cover page of this prospectus) and assuming no exercise of the underwriters' right to purchase option units, and            subordinated units) to be outstanding after the offering.

(3)
Each $1.00 increase or decrease in the assumed public offering price of $            per common unit would increase or decrease, respectively, our pro forma net tangible book value by approximately $             million, or approximately $            per common unit, and dilution per common unit to investors in this offering would be approximately $            per common unit for a $1.00 increase and $            per common unit for a $1.00 decrease, after deducting the estimated underwriting discounts, structuring fee and offering expenses payable by us. We may also increase or decrease the number of common units we are offering. An increase of 1.0 million common units offered by us, together with a concurrent $1.00 increase in the assumed public offering price to $            per common unit, would result in a pro forma net tangible book value of approximately $             million, or $            per common unit, and dilution per common unit to investors in this offering would be $            per common unit. Similarly, a decrease of 1.0 million common units offered by us, together with a concurrent $1.00 decrease in the assumed public offering price to $            per common unit, would result in a pro forma net tangible book value of approximately $             million, or $            per common unit, and dilution per common unit to investors in this offering would be $            per common unit. The information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

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        The following table sets forth the number of units that we will issue and the total consideration contributed to us by our general partner and its members and by the purchasers of common units in this offering upon consummation of the Formation Transactions.

 
   
   
  Total
Consideration
   
 
 
  Units    
 
 
  Average Price
Paid Per Unit
 
 
  Number   Percent   Amount   Percent  
 
  (in thousands)
 

General partner and its members(1)

            % $         % $    

New investors

            % $         % $    
                       

Total

          100.0 % $       100.0 % $    
                       
                       

(1)
Upon consummation of the Formation Transactions, 40 North or one of its affiliates will own all of our subordinated units.

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CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS

        You should read the following discussion of our cash distribution policy in conjunction with "—Assumptions and Considerations" below, which includes the factors and assumptions upon which we base our cash distribution policy. In addition, you should read "Forward-Looking Statements" and "Risk Factors" for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business.

        For additional information regarding our historical and pro forma results of operations, you should refer to our historical and unaudited pro forma combined financial statements and related notes, in each case, included elsewhere in this prospectus.

General

Rationale for Our Cash Distribution Policy

        Our Partnership Agreement requires us to distribute all of our available cash. Our cash distribution policy reflects a judgment that our unitholders will be better served by our distributing rather than retaining our available cash. Generally, our available cash is the sum of our (i) cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves and (ii) cash on hand resulting from working capital borrowings made after the end of the quarter. Because we are not subject to an entity-level federal income tax, we expect to have more cash to distribute to our unitholders than would be the case were we subject to entity-level federal income tax.

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy

        There is no guarantee that we will make quarterly cash distributions to our unitholders. We do not have a legal obligation to pay the minimum quarterly distribution or any other distribution. Our cash distribution policy may be changed at any time and is subject to certain restrictions, including the following:

    Our general partner will have the authority to establish cash reserves for the prudent conduct of our business and for future cash distributions to our unitholders, and the establishment or increase of those reserves could result in a reduction in cash distributions from levels we currently anticipate pursuant to our stated cash distribution policy. Our Partnership Agreement does not set a limit on the amount of cash reserves that our general partner may establish.

    Although our Partnership Agreement requires us to distribute all of our available cash, our Partnership Agreement provides our general partner broad latitude in determining cash reserves and cash expenditures, which impact the amount of available cash, and our Partnership Agreement, including provisions requiring us to make cash distributions contained therein, may be amended. Our Partnership Agreement generally may not be amended during the subordination period without the approval of our public common unitholders except in limited circumstances where no unitholder approval is required. However, our Partnership Agreement can be amended with the consent of our general partner and the approval of a majority of the outstanding common units, including any common units held by our general partner and its affiliates, voting together as a single class, after the subordination period has ended. At the closing of this offering, 40 North, a member of our general partner, or one of its affiliates will own all of our subordinated units, representing approximately        % of our outstanding units. See "The Partnership Agreement—Amendment of the Partnership Agreement."

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    Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy and the decision to make any distribution is determined by our general partner.

    Under Section 17-607 of the Delaware Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to exceed the fair value of our assets.

    We may lack sufficient cash to pay distributions to our common unitholders for a number of reasons, including as a result of increases in our operating or general and administrative expenses, principal and interest payments on our debt, tax expenses, working capital requirements and anticipated cash needs. Our general partner will not receive a management fee or other compensation for its management of us. However, under our Partnership Agreement, we are obligated to reimburse our general partner and its affiliates for certain expenses incurred on our behalf. Our Partnership Agreement provides that our general partner will determine the amount of these reimbursed expenses.

    Our ability to make cash distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute cash to us and on the performance of the counterparties to our debt investments. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, the New Revolver, future indebtedness, applicable state partnership and limited liability company laws and other laws and obligations. For example, if we are unable to comply with the covenants under our New Revolver, including financial maintenance and minimum liquidity requirements or we were unable meet our debt service obligations under the New Revolver, we would be prohibited from making cash distributions to our unitholders.

    We may elect to reduce our quarterly cash distributions in order to service or repay debt or fund expansion or capital expenditures.

Our Ability to Grow is Dependent on Our Ability to Access External Expansion Capital

        We expect to generally distribute a significant percentage of our cash from operations to our unitholders on a quarterly basis, after the establishment of cash reserves and payment of our expenses. Therefore, our growth may not be as fast as businesses that reinvest most or all of their cash to expand ongoing operations. We expect that we will rely primarily upon external financing sources, including commercial bank borrowings, the issuance of debt and equity securities and tax equity financing arrangements, to fund our acquisitions and expansion capital expenditures. As a result, to the extent we are unable to finance growth externally, our cash distribution policy will significantly impair our ability to grow. In addition, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level. There are no limitations in our Partnership Agreement, and we do not anticipate there being limitations in the New Revolver, on our ability to issue additional units, including units ranking senior to the common units. The incurrence of additional commercial borrowings or other debt to finance our growth strategy would result in increased interest expense, which in turn may impact the cash available for distribution that we have to distribute to our unitholders.

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Our Minimum Quarterly Distribution

        Upon the consummation of this offering, we intend to declare a minimum quarterly distribution of $            per unit for each complete quarter, or $            per unit on an annualized basis. Our ability to make cash distributions at the minimum quarterly distribution rate will be subject to the factors described above under "—General—Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy." Quarterly distributions, if any, will be made within 45 days after the end of each quarter, on or about the 15th day of each February, May, August and November to holders of record on or about the first day of each such month. If the distribution date does not fall on a business day, we will make the distribution on the first business day immediately following the indicated distribution date. We will adjust the amount of our distribution for the period from the completion of this offering through            , 2015 based on the actual length of the period. The amount of cash needed to pay the minimum quarterly distribution on all of our common and subordinated units to be outstanding immediately after this offering for one quarter and on an annualized basis is summarized in the table below:

 
   
  Minimum Quarterly
Distribution
 
 
  Number of Units   One Quarter   Annualized  
 
   
  (in millions)
 

Publicly held common units(1)

                 $                $               

Common units held by our general partner or 40 North

                 

Restricted common units(2)

                 $                $               

Subordinated units(1)

                 $                $               
               


Total
                 $                $               

(1)
Assumes that the underwriters' right to purchase option units is not exercised. The exercise by the underwriters of their right to purchase option units will not affect the amount of cash needed to pay our minimum quarterly distribution.

(2)
In connection with this offering, we expect to issue to our general partner's directors and officers an aggregate of                        restricted common units (based on the midpoint of the price range set forth on the cover page of this prospectus) as awards under the LTIP. These awards will not be issued in exchange for cash. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Equity-Based Compensation" for a discussion of the accounting for this issuance.

        40 North, a member of our general partner, or one of its affiliates will own all of our subordinated units and our general partner will own the incentive distribution rights in us. Our incentive distribution rights entitle the holder to increasing percentages, up to a maximum of 50% of the cash we distribute in excess of $            per unit per quarter.

        During the subordination period, before we make any quarterly distributions to our subordinated unitholders, our common unitholders are entitled to receive payment of the full minimum quarterly distribution from operating surplus plus any arrearages in distributions of the minimum quarterly distribution from operating surplus from prior quarters. See "Provisions of Our Partnership Agreement Relating to Cash Distributions—Subordination Period." We cannot guarantee, however, that we will pay the minimum quarterly distribution on our common units in any quarter. During the subordination period, the subordinated units will not accrue arrearages.

        Although our common unitholders may pursue judicial action to enforce provisions of our Partnership Agreement, including those related to requirements to make cash distributions as described above, our Partnership Agreement provides that any determination made by our general partner in its

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capacity as our general partner in good faith will not be subject to any other standard imposed by the Delaware Act or any other law, rule or regulation or at equity. Our Partnership Agreement provides that, in order for a determination by our general partner to be made in good faith, our general partner must subjectively believe that the determination is in our best interests. See "Conflicts of Interest and Fiduciary Duties."

        The actual amount of our cash distributions for any quarter is subject to fluctuations based on the amount of cash we generate from our business and the amount of reserves our general partner establishes in accordance with our Partnership Agreement as described above.

        In the sections that follow, we present in detail the basis for our belief that we will be able to fully fund our annualized minimum quarterly distribution of $            per unit for the twelve months ending December 31, 2015. In the following sections, we present two tables, consisting of:

    "Unaudited Pro Forma Cash Available for Distribution," in which we present the amount of cash we would have had available for distribution on a pro forma basis for the year ended December 31, 2013 and the twelve months ended September 30, 2014; and

    "Estimated Cash Available for Distribution," in which we demonstrate our ability to generate sufficient cash available for distribution for us to pay the minimum quarterly distribution on all units for the twelve months ending December 31, 2015.

Unaudited Pro Forma Cash Available for Distribution for the Year Ended December 31, 2013 and the Twelve Months Ended September 30, 2014

        If we had completed the Formation Transactions and related transactions on January 1, 2013, our unaudited pro forma cash available for distribution for the year ended December 31, 2013 and the twelve months ended September 30, 2014 would have been approximately $14.1 million and $15.2 million, respectively. This amount would have been insufficient to pay the minimum quarterly distribution of $            per unit per quarter ($            per unit on an annualized basis) on all of our outstanding common units and subordinated units for such period.

        We expect to incur incremental general and administrative expenses as a publicly traded partnership. These expenses include expenses associated with annual and quarterly SEC reporting, tax return and Schedule K-1 preparation and distribution expenses, Sarbanes-Oxley Act compliance expenses, expenses associated with listing on the NYSE, compensation expense, independent auditor fees, legal fees, investor relations expenses, registrar and transfer agent fees and director and officer liability insurance expenses. Pursuant to the Partnership Agreement, our general partner will be reimbursed for these public company expenses, as well as any other costs related to the management of us including management of the Partnership's operating assets, administrative, legal, financial, infrastructure and information technology costs. We estimate that initially these expenses will be approximately $4.5 million annually, only $2.7 million and $2.0 million of which are included in our unaudited pro forma financial statements for the year ended December 31, 2013 and the nine months ended September 30, 2014, respectively, as they are factually supportable and expected to have a continuing impact on our operations. Pursuant to our Partnership Agreement, our general partner will not be entitled to be reimbursed for costs related to the sourcing of its potential acquisitions including direct costs of developer networking, acquisition target identification, acquisition and financial structuring, technical evaluation of assets of acquisition targets and travel, legal, and other costs directly related to sourcing, evaluating, and securing acquisition opportunities. Pursuant to the Partnership Agreement, we will pay our general partner a fee equal to        % of the acquisition price of any asset sold to us by our general partner (excluding the Initial Portfolio) in respect of its services for sourcing the acquisition, including direct costs of developer networking, acquisition target identification,

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acquisition and financial structuring, technical evaluation of assets of acquisition targets and other costs related to sourcing, evaluating, and securing acquisition opportunities.

        We based the pro forma adjustments upon currently available information and specific estimates and assumptions. The following information has been prepared in a manner consistent with our unaudited pro forma combined financial information included elsewhere in this prospectus. Our unaudited pro forma financial information provided below does not purport to present what our results of operations would have been had the Formation Transactions been completed on January 1, 2013. In addition, cash available for distribution is primarily a cash accounting concept, while the historical financial statements and our unaudited pro forma combined financial statements included elsewhere in the prospectus have been prepared on an accrual basis. As a result, you should view the amount of pro forma cash available for distribution only as a general indication of the amount of cash available for distribution that we might have generated had we completed this offering on the dates indicated. The pro forma amounts are presented on a twelve-month basis for the twelve months ended December 31, 2013 and the twelve months ended September 30, 2014, respectively, and there is no guarantee that we would have had cash available for distribution sufficient to pay the full minimum quarterly distribution on all of our outstanding common units and subordinated units for each quarter within the twelve months ended December 31, 2013 or for the twelve months ended September 30, 2014.

        We use the term "cash available for distribution" to measure whether we have generated from our operations, or "earned," a particular amount of cash sufficient to support the payment of the minimum quarterly distributions. Our Partnership Agreement contains the concept of "operating surplus" to determine whether our operations are generating sufficient cash to support the distributions that we are paying, as opposed to returning capital to our partners. See "Provisions of Our Partnership Agreement Relating to Cash Distributions—Operating Surplus and Capital Surplus—Operating Surplus." Because operating surplus is a cumulative concept (measured from the initial public offering date, and compared to cumulative distributions from the initial public offering date), we use the term cash available for distribution to approximate operating surplus on an annual, rather than a cumulative, basis. As a result, cash available for distribution is not necessarily indicative of the actual cash we have on hand to distribute or that we are required to distribute.

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Unaudited Pro Forma Cash Available for Distribution

(in thousands except unit and per unit data)
  Pro Forma
For the
Year Ended
December 31, 2013
  Pro Forma
For the Twelve
Months Ended
September 30, 2014
 
 
  (unaudited)
  (unaudited)
 

Revenues:

             

Sale of electricity

  $ 7,234   $ 10,296  

Incentives

    10,785     9,149  

Interest income from credit facilities(1)

    4,092     4,207  
           

Total revenue

    22,111     23,652  

Costs and expenses:

             

Operating expenses

    2,882     4,284  

Depreciation and amortization expense

    7,217     10,116  

Purchase of solar renewable energy certificates

    610     424  

General and administrative expenses

    5,011     6,251  

Equity compensation expense

         
           

Total costs and expenses

    15,720     21,075  
           

Operating income (loss)

    6,391     2,578  

Other income (loss):

             

Interest income (expense)

         

Unrealized (loss) on solar renewable energy certificates forward contract

    (35 )   (95 )

Other income (expense)

    12     44  
           

Total other income (loss)

    (23 )   (51 )
           

Net income (loss)

    6,368     2,527  

Net income attributable to redeemable non-controlling and non-controlling interest

    1,457     6,059  
           

Net income attributable to Sol-Wind Renewable Power, LP

  $ 4,911   $ (3,532 )
           
           

Add:

             

Net income attributable to redeemable non-controlling and non-controlling interest

    1,457     6,059  

Depreciation and amortization expense

    7,217     10,116  

Interest expense

         

Equity compensation expense

         
           

Adjusted EBITDA(2)

  $ 13,585   $ 12,643  
           
           

Adjustments to reconcile Adjusted EBITDA to cash available for distributions:

             

Adjusted EBITDA(2)

  $ 13,585   $ 12,643  
           
           

Other non-cash items(3)

    222     2,097  

Principal repayments from credit facilities(4)

    2,125     2,146  

Other public partnership general and administrative expenses(5)

    (1,786 )   (1,641 )

Project level and other debt service payments

           

Distributions to non-controlling interests(6)

         
           

Estimated pro forma cash available for distribution

  $ 14,146   $ 15,243  
           
           

Distribution per unit (based on a minimum quarterly distribution rate of $            per unit)

             

Annual distributions to:

             

Public common unitholders

             

Restricted common units

             

Subordinated units held by a member of our general partner

             

(1)
Comprises interest income derived from debt investments in Alamo I and Cleave Energy Holdings, that will be sold to us by our general partner and included in the Initial Portfolio. See "Our Initial Portfolio—Texas" and "Our Initial Portfolio—Canada."

(2)
Adjusted EBITDA and cash available for distribution are non-GAAP measures. You should not consider these measures as alternatives to net income (loss), determined in accordance with GAAP, or net cash provided by operating activities, determined in accordance with GAAP. For the definition of Adjusted EBITDA and a complete discussion of its limitations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Adjusted EBITDA."

(3)
Reflects for the twelve months ended December 31, 2013 and the twelve months ended September 30, 2014, respectively, non-cash charges for provision of bad debt of $124 and $46, reserve for unrealized loss on REC contracts of $35 and $95, accretion of asset retirement obligations of $117 and $248, amortization of debt of $28 and $227, fair value adjustment of interest rate swaps of $(82) and $1,395, amortization of deferred financing fees $104 (for the twelve months ended September 30, 2014 only), and interest on escrow account $(18) (for the twelve months ended September 30, 2014 only).

(4)
Reflects repayments of principal on debt investments in Alamo I and Cleave Energy Holdings, that will be sold to us by our general partner and included in the Initial Portfolio. See "Our Initial Portfolio—Texas" and "Our Initial Portfolio—Canada."

(5)
Comprised of $1.8 million of general and administrative expenses we expect to incur as a result of becoming a publicly traded partnership, such as costs associated with: annual and quarterly reporting; tax return and Schedule K-1 preparation and distribution expenses; Sarbanes-Oxley Act compliance expenses; expenses associated with listing on the NYSE; independent auditor fees; legal fees; investor relations expenses; registrar and transfer agent fees; director and officer liability insurance expenses; and director compensation.

(6)
Reflects distributions of cash to tax equity investors in the project companies. For a description of the general terms of our tax equity arrangements, see "Business—Our Initial Portfolio."

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Estimated Cash Available for Distribution for the Twelve Months Ending December 31, 2015

        We forecast that our estimated cash available for distribution for the twelve months ending December 31, 2015 will be approximately $28.7 million.

        We are providing the forecast of estimated cash available for distribution to supplement the historical and pro forma financial statements included elsewhere in this prospectus in support of our belief that we will have sufficient cash available to allow us to pay cash distributions at the minimum quarterly distribution rate on all of our units for the twelve months ending December 31, 2015. To the extent that there is a shortfall during any quarter in the forecast period, we believe we would be able to make working capital borrowings to pay distributions in such quarter and would likely be able to repay such borrowings in a subsequent quarter, because we believe the total cash available for distribution for the forecast period will be more than sufficient to pay the aggregate minimum quarterly distribution on all of our units. During the forecast period, we expect that our general partner will not reserve amounts that impair our ability to pay our minimum quarterly distribution. See "—Assumptions and Considerations" for further information as to the assumptions we have made for the forecast.

        Our forecast reflects our judgment as of the date of this prospectus of conditions we expect to exist and the course of action we expect to take during the twelve months ending December 31, 2015. We believe that our actual results of operations will approximate those reflected in our forecast, but we can give no assurance that our forecasted results will be achieved. If our estimates are not achieved, we may not be able to pay the minimum quarterly distribution or any other distribution on our common units. The assumptions and estimates underlying the forecast are inherently uncertain and, though we consider them reasonable as of the date of this prospectus, are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the forecast, including, among others, risks and uncertainties contained in "Risk Factors." Accordingly, there can be no assurance that the forecast is indicative of our future performance or that actual results will not differ materially from those presented in the forecast. Inclusion of the forecast in this prospectus should not be regarded as a representation by any person that the results contained in the forecast will be achieved.

Unaudited Prospective Financial Information

        We do not as a matter of course make public projections as to future sales, earnings or other results. However, we have prepared the following prospective financial information to present the estimated cash available for distribution to our common unitholders during the forecasted period. The accompanying prospective financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in our view, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management's knowledge and belief, the expected course of action and our expected future financial performance. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this forecast are cautioned not to place undue reliance on the prospective financial information.

        Neither our independent registered public accounting firms, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The independent registered public accounting firm's report included in this prospectus relates to historical financial information. It does not extend to prospective financial information and should not be read to do so.

        We do not undertake any obligation to release publicly the results of any future revisions we may make to the financial forecast or to update this financial forecast or the assumptions used to prepare

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the forecast to reflect events or circumstances after the completion of this offering. In light of this, the statement that we believe that we will have sufficient cash available for distribution to allow us to make the full minimum quarterly distribution on all of our outstanding units for each quarter through December 31, 2015 should not be regarded as a representation by us, the underwriters or any other person that we will make such distribution. Therefore, you are cautioned not to place undue reliance on this information.


Estimated Cash Available for Distribution

(in thousands)
  Twelve Months
Ending
December 31,
2015
 

Revenues:

       

Sale of electricity

  $ 25,133  

Incentives

    12,787  

Interest income from credit facilities(1)

    3,836  
       

Total revenue

    41,756  

Costs and expenses:

       

Operating expenses

    24,756  

General and administrative expenses(2)

    4,502  
       

Total cost and expenses

    29,258  

Operating income (loss)

    12,499  

Other income (loss):

       

Interest income (expense)

     

Other income (loss)

       

Total other income (loss)

     
       

Net income (loss)

    12,499  

Net income attributable to redeemable non-controlling and non-controlling interests

    365  
       

Net income attributable to Sol-Wind Renewable Power, LP

  $ 12,134  
       
       

Add:

       

Net income attributable to redeemable non-controlling and non-controlling interests

    365  

Depreciation, amortization, and accretion

    19,288  

Interest expense

     

Equity compensation expense

     
       

Adjusted EBITDA(3)

  $ 31,787  
       
       

Adjustments to reconcile adjusted EBITDA to cash available for distributions:

       

Adjusted EBITDA(3)

    31,787  

Principal repayments from credit facilities(4)

    1,932  

Distributions to non-controlling interests(5)

    (365 )

Maintenance capital expenditures(6)

    (4,701 )
       

Estimated pro forma cash available for distribution

  $ 28,653  
       
       

(1)
Comprises interest income derived from debt investments in Alamo I and Cleave Energy Holdings that will be sold to us by our general partner and included in the Initial Portfolio. See "Our Initial Portfolio—Texas" and "Our Initial Portfolio—Canada."

(2)
Includes $4.5 million of general and administrative expenses we expect to incur as a result of becoming a public company.

(3)
Adjusted EBITDA and cash available for distribution are non-GAAP measures. You should not consider these measures as alternatives to net income (loss), determined in accordance with GAAP, or net cash provided by operating activities,

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    determined in accordance with GAAP. For the definition of Adjusted EBITDA and a complete discussion of its limitations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Adjusted EBITDA."

(4)
Reflects repayments of principal on debt investments in Alamo I and Cleave Energy Holdings that will be sold to us by our general partner and included in the Initial Portfolio. See "Our Initial Portfolio—Texas" and "Our Initial Portfolio—Canada."

(5)
Reflects distributions of cash to tax equity investors in the project companies. For a description of the general terms of our tax equity arrangements, see "Business—Our Initial Portfolio."

(6)
Maintenance capital expenditures are capital expenditures made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred in maintaining existing operating related cash flows, including replacement of cash flows related to non-owned assets included in the credit facilities and distributions to tax equity investors. These costs are currently estimated at $4.7 million.

Assumptions and Considerations

        We forecast that our cash available for distribution during the twelve months ending December 31, 2015, will be approximately $28.7 million. This amount is $14.6 million more than our unaudited pro forma cash available for distribution for the twelve months ended December 31, 2013. This increase is primarily due to the increase in cash available for distribution attributable to revenues from the assets in our Initial Portfolio reaching completion of development and beginning operations at various points after December 31, 2013. As a result, our cash available for distribution for the twelve months ending December 31, 2015 includes cash generated by these assets while the pro forma cash available for distribution for the twelve months ended December 31, 2013 does not. Our estimates do not assume any incremental revenue, expenses or other costs or benefits associated with potential future acquisitions.

        Set forth below are the material assumptions we have made to calculate our ability to generate cash available for distribution for the twelve months ending December 31, 2015. Our assumptions reflect our expectations during the forecast period. While the assumptions disclosed in this prospectus do not include all of the assumptions used to calculate our forecast, the assumptions presented are those that we believe are material to our forecast. While we believe we have a reasonable basis for our assumptions, our forecasted results may not be achieved. There will likely be differences between our forecast and our actual results and those differences may be material. If our forecast is not achieved, we may not be able to make cash distributions on our common units.

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Our Assets

        Our forecast assumes that our assets will be our interests in the Initial Portfolio as set forth in the table below. Although making acquisitions is part of our strategy, and we may make acquisitions during the forecast period, the following projections refer only to assets in the Initial Portfolio.

Project
  Location   Number of
Individual
Assets
  Capacity
MW(1)
  Counterparty
to PPA
  Weighted
Average
Counterparty
to PPA Credit
Rating(2)(3)
  Weighted
Average
Remaining
Length of PPAs(3)
  Interest(8)(9)

Solar

                                   

Greenleaf TNX

 

California

   
20
   
13.3
 

California Department of Corrections

   
A2
   
17.8
 

100% of all equity

Greenleaf TNX

 

California

   
1
   
1.7
 

Pacific Gas & Electric, City of San Antonio Public Services

   
Baa1
   
19.5
 

100% Class B

Alamo I

 

Texas

   
1
   
49.5
 

City Public Services

   
Aa1
   
24.0
 

$52.5M credit facility

Alamo II

 

Texas

   
1
   
5.4
 

City Public Services

   
Aa1
   
24.2
 

100% Class B

PRCC

 

Puerto Rico

   
1
   
5.6
 

The Puerto Rico Convention Center District Authority

   
Caa2

(4)
 
19.2
 

100% Class B

DC Solar

 

California

   
1

(5)
 
15.8
 

KMH Systems, Ahern Rentals

   
B1

(6)
 
9.6
 

100% Class B

SunRay Power

 

Massachusetts, New Jersey

   
83
   
34.0
 

Extra Space Storage, Siemens, Washington Township (NJ)

   
A3

(7)
 
17.4
 

100% of all equity

Leicester

 

Massachusetts

   
2
   
6.0
 

Town of Westborough MA

   
Aa2
   
19.9
 

100% of all equity

Palmer

 

Massachusetts

   
3
   
4.2
 

Wyman-Gordon Forging

   
B1

(6)
 
9.3
 

100% of Class B

Cleave Energy Holdings

 

Ontario, Canada

   
13
   
2.9
 

Ontario Power Authority

   
Aa2
   
19.0
 

CAD$23.0M credit facility

Ecoplexus

 

California, Colorado

   
4
   
6.4
 

Pacific Gas & Electric, Mesa County Housing Authority, Colorado Department of Corrections

   
A1
   
19.4
 

100% Class B

Wind

 

 

   
 
   
 
 

 

   
 
   
 
 

 

Foundation Windpower

 

California, Montana

   
16
   
39.8

(10)

Anheuser Busch, Walmart, City of Soledad (CA)

   
Baa1
   
17.7
 

100% of Class B

                                 


Total
        146     184.6                    

(1)
Capacity represents the nameplate capacity of an asset. Upon completion of this offering, we will acquire controlling interests in 132.2 MW of nameplate capacity, and third-party debt investments with respect to 52.4 MW of nameplate capacity.

(2)
Credit rating was derived by our management and calculated on a weighted average basis (weighted by nameplate capacity) by using the rating assigned to the counterparty of the PPA for each asset by Moody's, S&P or Fitch, if one was available. If no rating was available for a counterparty, a below investment grade rating of B1 (Moody's format) was assumed unless the counterparty was deemed investment grade by our management based on the experience of management and the credit metrics of the counterparties to the PPAs and their tenants, in which case a low investment grade rating of Baa3 (Moody's format) was used for the counterparty. Approximately 30% of the counterparty credit ratings in the portfolio (based on weighted average nameplate capacity) were derived using internal management estimates where public ratings were not available.

(3)
Weighted average is calculated based on nameplate capacity of the assets.

(4)
Credit rating is for the general obligation bonds of Puerto Rico. The convention center is owned by a government agency of Puerto Rico.

(5)
Upon completion of this offering, we expect this asset to consist of 619 mobile solar generation units consisting of truck-towable trailer-mounted solar PV panels, batteries and inverters. KMH Systems is expected to lease 300 mobile solar generation units. Ahern Rentals currently leases 319 mobile solar generation units.

(6)
Counterparty assumed to have a credit rating of B1.

(7)
Investment grade counterparties are parties to PPAs for approximately 25.21% of the generation capacity of these assets (including 12.91% of which is from counterparties that are not rated but for which an investment grade rating is assumed. The remainder of the counterparties are assumed to have a B1 credit rating.

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(8)
For projects in which we will acquire Class B membership interests, the Class A membership interests will be owned by a tax equity investor. Class A and Class B members are allocated the following percentages of the net cash flows of the project during the following periods, respectively:

Greenleaf, 2% and 98% for the first ten years, 30% and 70% for years 11 through 20, and 5% and 95% for the remainder of the project's life;

Alamo II (OCI), 2% and 98% for the first 15 years, and 26% and 74% for the remainder of the project's life;

PRCC, 2% and 98% for the first 15 years, and 85% and 5% for the remainder of the project's life;

DC Solar, 30% and 70% for the first 11 years, and 80% and 20% for the remainder of the project's life;

Palmer, 5% and 95% for the project's life;

Ecoplexus (California), 5% and 95% for the first five years, 10% and 90% for years six through ten, 15% and 85% for years 11 through 20, and 50% each for the remainder of the project's life; and

Ecoplexus (Colorado), 2% and 98% for the first five years, 32.2% and 67.8% for years six through ten, and 25.2% and 74.8% for the remainder of the project's life.

Twelve of the sixteen Foundation Windpower projects utilize an "inverted lease tax equity" structure in which a tax equity investor obtains a non-controlling interest in an entity that is entitled to the receipts under the PPAs for the project. This entity is below the level of the entity we are purchasing. Under this arrangement, the tax equity investor is generally entitled to a fixed amount of cash flow annually from the project over the next five years. We have allocated a portion of the proceeds from this offering and the sale of the subordinated units to make these payments.

    Distributions of net cash flows on all membership interests are generally decreased by the cash expenses of the project company, payments under any indebtedness and funds set aside to establish reserves in accordance with the project company's budget. In addition, distributions of net cash flows on all membership interests are also generally subject to the obligations contained in the project company's agreements, any applicable laws, its approved budget and the lack of sufficient cash to permit a distribution.

(9)
For a description of our debt investments in Alamo I and Cleave Energy Holdings, see "Business—Our Initial Portfolio."

(10)
Reflects contracted capacity. Nameplate capacity is 2 MW higher.

Generation

        Our ability to generate cash available for distribution is primarily a function of the volume of energy produced by our owned assets, which is impacted by solar and wind resource levels and the ability of these assets to produce energy. Our revenues and cash flow from our debt investments in the credit facilities does not vary depending on the amount of energy produced by the underlying asset as the interest and principal amortization payments are fixed terms under the facilities and are not tied to the amount earned under the PPA for the assets. All of the energy produced by our assets is committed for sale under long-term PPAs or similar contracts that, in each case, are subject to adjustment in certain situations under their terms.

        Our forecast for the twelve months ending September 30, 2015 is based in part on an assumption of the expected energy produced by our owned assets. Our solar analysis evaluates solar irradiance levels and prevailing direction, atmospheric conditions and seasonal variations for each asset. Our wind analysis evaluates wind speed and prevailing direction, atmospheric conditions, wake and seasonal variations for each asset. The result of our analyses is a probabilistic assessment of an asset's energy production, which we refer to as the "P50 production level." The P50 production level is the amount of annual energy production that a particular asset or group of assets is expected to meet or exceed 50% of the time. For example, an annual P50 production level of 100 megawatt-hours ("MWh") means that we expect a particular asset or group of assets to produce at least 100 MWh per year in 50 out of every 100 years. Similarly, an annual P95 production level of 100 MWh means that we expect a particular asset or group of assets to produce at least 100 MWh per year in 95 out of 100 years.

        Our cash available for distribution is affected by the volume of energy produced and sold by our owned assets because (i) revenue from energy sales is the most significant component of our net income and net cash provided by operating activities and (ii) our PPAs require the counterparty to purchase all energy produced by an asset. Our revenues and cash flow from our debt investments in the credit facilities does not vary depending on the amount of energy produced by the underlying asset as

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the interest and principal amortization payments are fixed terms under the facilities and are not tied to the amount earned under the PPA for the assets. Our consolidated expenses, including operating expenses, are generally smaller and have less variability than the revenue from energy sales. Accordingly, increases or decreases in energy sales typically result in a proportionately greater increase or decrease in our cash available for distribution. If the production level in the Initial Portfolio, taken as a whole during the forecast period, is materially below P50, we would not expect our cash generated from operations to be sufficient to pay the minimum quarterly distribution on the common units, which would require us to borrow under our working capital facility to pay the full distribution.

        We retained DNV GL, an independent international classification society, to assess our technique for performing energy simulations, with a specific emphasis on a current portfolio of 112 solar operating systems having a combined nameplate capacity of 133 MW. This included a cross-check against that portfolio's reported monthly generation. DNV GL has validated our method of estimating PV energy and has found the techniques and tools being used and the results being presented by us to be in very close agreement with the method DNV GL regularly employs and with the results it regularly obtains.

        Our modeling of the California portion of the wind portfolio utilized project derate and availability factors is consistent with the assumptions used by AWS Windpower for the Fairfield Montana project, adjusted for differences in turbine wake effects and environmental effects.

Total Revenue

        We estimate that we will generate total revenue of $41.8 million for the twelve months ending December 31, 2015, as compared to $22.1 million for the year ended December 31, 2013 on a pro forma basis. Our forecast is primarily attributable to the completion of development and beginning of operations of certain assets in the Initial Portfolio after December 31, 2013.

Operating Expenses

        We estimate that operating expenses including depreciation and amortization will be approximately $24.8 million for the twelve months ended December 31, 2015, as compared to approximately $10.7 million for the year ended December 31, 2013 on a pro forma basis. This increase for the twelve months ending December 31, 2015 from the pro forma twelve-month period ended December 31, 2013 is primarily attributed to the completion of development and beginning of operations of certain assets in the Initial Portfolio after December 31, 2013. We estimate that depreciation and amortization expense will be approximately $19.3 million for the twelve months ending December 31, 2015, as compared to approximately $7.2 million for the year ended December 31, 2013 on a pro forma basis. Forecasted depreciation, amortization and accretion expense reflects management's estimates, which are based on consistent average depreciable asset lives and depreciation methodologies under GAAP. We have assumed that the average depreciable asset lives are 30 years for our solar assets and 25 years for our wind assets.

General and Administrative Expenses

        We estimate that general and administrative expenses will be approximately $4.5 million for the twelve months ending December 31, 2015, as compared to approximately $5.0 million for the year ended December 31, 2013 on a pro forma basis.

Capital Expenditures

        Our Partnership Agreement requires us to deduct estimated maintenance and replacement capital expenditures in calculating cash available for distribution. Actual maintenance and replacement capital

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expenditures are not deducted in calculating cash available for distribution. We estimate these costs to be $4.7 million for the twelve months ending December 31, 2015.

Financing

        We estimate that we will not have any interest expense for the twelve months ending December 31, 2015, based on the following assumptions:

    the outstanding borrowings under existing credit facilities and debt that some of the assets in the Initial Portfolio are subject to will be paid in full concurrently with the consummation of this offering;

    we will have no debt outstanding under the New Revolver upon closing of this offering;

    we will not have any outstanding borrowings at any time during the forecast period and therefore will not accrue interest; and

    we will maintain a cash balance for working capital and do not forecast any significant amount of interest income based on the current level of interest rates.

Regulatory, Industry and Economic Factors

        The forecast of our results of operations for the twelve months ending December 31, 2015 incorporates assumptions that (i) there will not be any new federal, state or local laws or regulations or any new interpretations of existing regulations that would materially impact our or our customers' operations, and (ii) there will not be any major adverse economic changes in the portions of the energy industry in which we operate, or in general economic conditions, that would be materially adverse to our business during the forecast period.

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PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

        Set forth below is a summary of the significant provisions of our Partnership Agreement that relate to cash distributions.

Available Cash

General

        Our Partnership Agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ending March 31, 2015, we distribute all of our available cash to unitholders of record on the applicable record date. We will adjust the minimum quarterly distribution for the period from the closing of this offering through        .

Definition of Available Cash

        Available cash, for any quarter, consists of all cash and cash equivalents on hand at the end of that quarter:

    less, the amount of cash reserves established by our general partner at the date of determination of available cash for that quarter to:

    provide for the proper conduct of our business (including reserves for our future capital expenditures);

    comply with applicable law, any of our debt agreements or any of our other agreements; or

    provide funds for future distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distribution unless it determines that the establishment of cash reserves will not prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for such quarter);

    plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter.

        The purpose and effect of the last bullet point above is to allow our general partner, if it so decides, to use cash from working capital borrowings made after the end of the quarter but on or before the date of determination of available cash for that quarter to pay distributions to unitholders. Under our Partnership Agreement, working capital borrowings are generally borrowings that are made under a credit agreement, commercial paper facility or similar financing arrangement, including the New Revolver, and in all cases are used solely for working capital purposes or to pay distributions to partners and with the intent of the borrower to repay such borrowings within twelve months from sources other than additional working capital borrowings. The proceeds of working capital borrowings increase operating surplus and repayments of working capital borrowings are generally operating expenditures (as described below) and thus reduce operating surplus when repayments are made. However, if working capital borrowings, which increase operating surplus, are not repaid during the twelve-month period following the borrowing, they will be deemed repaid at the end of such period, thus decreasing operating surplus at such time. When such working capital borrowings are in fact repaid, they will not be treated as further reduction in operating surplus because operating surplus will have been previously reduced by the deemed repayment.

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Intent to Distribute the Minimum Quarterly Distribution

        We intend to distribute to unitholders on a quarterly basis at least the minimum quarterly distribution of $        per unit, or $        per unit on an annualized basis, to the extent we have sufficient cash from our operations after the establishment of cash reserves and the payment of fees and expenses, including reimbursements of expenses to our general partner and its affiliates. However, there is no guarantee that we will pay the minimum quarterly distribution on our units in any quarter. Even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms of our Partnership Agreement.

Operating Surplus and Capital Surplus

General

        All cash distributed to unitholders will be characterized as being paid from "operating surplus" or "capital surplus." Our Partnership Agreement requires that we distribute available cash from operating surplus differently than available cash from capital surplus.

Operating Surplus

        We define operating surplus as:

    $         million (as described below); plus

    all of our cash receipts after the closing of this offering, excluding cash from interim capital transactions (as defined below under "—Capital Surplus"); plus

    working capital borrowings made after the end of a quarter but on or before the date of determination of operating surplus for that quarter; plus

    cash distributions paid on equity issued to finance all or a portion of the acquisition, development or improvement of a capital improvement or replacement of a capital asset (such as equipment or facilities) in respect of the period beginning on the date that we enter into a binding obligation to commence the acquisition, development or improvement of a capital improvement or replacement of a capital asset and ending on the earlier to occur of the date the capital improvement or capital asset commences commercial service and the date that it is abandoned or disposed of; plus

    cash distributions paid on equity issued, other than equity issued in this offering, to pay interest on debt incurred, or to pay distributions on equity issued, to finance the capital improvements or capital assets referred to above; less

    all of our operating expenditures (as defined below) after the closing of this offering; less

    the amount of cash reserves established by our general partner to provide funds for future operating expenditures; less

    all working capital borrowings not repaid within twelve months after having been incurred, or repaid within such twelve-month period with the proceeds of additional working capital borrowings; less

    any cash loss realized on disposition of an investment capital expenditure.

        As described above, operating surplus does not reflect actual cash on hand that is available for distribution to our unitholders and is not limited to cash generated by our operations. For example, it includes a provision that will enable us, if we choose, to distribute up to $         million of as operating surplus cash we receive in the future from non-operating sources such as asset sales, issuances of

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securities and long-term borrowings that would otherwise be distributed as capital surplus. In addition, the effect of including, as described above, certain cash distributions on equity interests in operating surplus will be to increase operating surplus by the amount of any such cash distributions. As a result, we may also distribute as operating surplus up to the amount of any such cash that we receive from non-operating sources.

        The proceeds of working capital borrowings increase operating surplus and repayments of working capital borrowings are generally operating expenditures, as described below, and thus reduce operating surplus when made. However, if a working capital borrowing is not repaid during the twelve-month period following the borrowing, it will be deemed repaid at the end of such period, thus decreasing operating surplus at such time. When such working capital borrowing is in fact repaid, it will be excluded from operating expenditures because operating surplus will have been previously reduced by the deemed repayment.

        We define operating expenditures in the Partnership Agreement, and it generally means all of our cash expenditures, including, but not limited to, taxes, reimbursement of expenses to our general partner or its affiliates as required under the Partnership Agreement, payments made under interest rate hedge agreements (provided that (1) with respect to amounts paid in connection with the initial purchase of an interest rate hedge contract, such amounts will be amortized over the life of the applicable interest rate hedge contract and (2) payments made in connection with the termination of any interest rate hedge contract prior to the expiration of its stipulated settlement or termination date will be included in operating expenditures in equal quarterly installments over the remaining scheduled life of such interest rate hedge contract), officer compensation, repayment of working capital borrowings, debt service payments and estimated maintenance capital expenditures (as discussed in further detail below), provided that operating expenditures will not include:

    repayment of working capital borrowings where such borrowings have previously been deemed to have been repaid (as described above);

    payments (including prepayments and prepayment penalties) of principal of and premium on indebtedness, other than working capital borrowings;

    expansion capital expenditures;

    actual maintenance capital expenditures;

    investment capital expenditures;

    payment of transaction expenses (including, but not limited to, taxes) relating to interim capital transactions;

    distributions to our partners; or

    purchases of any class of our units except to fund obligations under employee benefit plans.

Capital Surplus

        Capital surplus is defined in our Partnership Agreement as any distribution of available cash in excess of our cumulative operating surplus. Accordingly, capital surplus would generally be generated only by the following (which we refer to as "interim capital transactions"):

    borrowings other than working capital borrowings;

    sales of equity and debt securities; and

    sales or other dispositions of assets for cash, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of normal retirement or replacement of assets.

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Characterization of Cash Distributions

        Our Partnership Agreement requires that we treat all available cash distributed as coming from operating surplus until the sum of all such cash distributed since the closing of this offering equals the operating surplus from the closing of this offering through the end of the quarter immediately preceding that distribution. Our Partnership Agreement requires that we treat any amount distributed in excess of operating surplus, regardless of its source, as capital surplus. It is a provision that will enable us, if we choose, to distribute as operating surplus up to this amount of cash we receive in the future from interim capital transactions that would otherwise be distributed as capital surplus. We do not anticipate that we will make any distributions from capital surplus.

Capital Expenditures

        Maintenance capital expenditures are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, for the acquisition of existing, or the development of new, capital assets or for any integrity management program) made to maintain our long-term operating income or operating capacity. We expect that a primary component of maintenance capital expenditures will include expenditures under the O&M Agreements for routine equipment and maintenance. Maintenance capital expenditures will also include interest (and related fees) on debt incurred and distributions on equity issued (including incremental distributions on incentive distribution rights) to finance all or any portion of the development of a replacement asset that is paid in respect of the period that begins when we enter into a binding obligation to commence developing a replacement asset and ending on the earlier to occur of the date that any such replacement asset commences commercial service and the date that it is abandoned or disposed of.

        Because our maintenance capital expenditures may in the future be irregular as we continue to acquire assets for our portfolio, the amount of our actual maintenance capital expenditures may differ substantially from period to period, which could cause similar fluctuations in the amounts of operating surplus and adjusted operating surplus if we subtracted actual maintenance capital expenditures from operating surplus. The amount of actual maintenance capital expenditures in any quarter will not directly reduce operating surplus but will instead be factored into the estimate of the average quarterly maintenance capital expenditures. This may result in the subordinated units converting into common units when the use of actual maintenance capital expenditures would result in lower operating surplus during the subordination period and potentially result in the tests for conversion of the subordinated units not being satisfied. Our maintenance capital expenditures will increase as we acquire additional assets.

        Our Partnership Agreement requires that an estimate of the average quarterly maintenance capital expenditures be subtracted from operating surplus each quarter as opposed to the actual amounts spent. The amount of estimated maintenance capital expenditures deducted from operating surplus for those periods will be determined by the board of directors of our general partner at least once a year, subject to approval by the Conflicts Committee. The estimate will be made annually and whenever an event occurs that is likely to result in a material adjustment to the amount of our maintenance capital expenditures on a long-term basis, such as significant acquisitions. For purposes of calculating operating surplus, any adjustment to this estimate will be prospective only. For a discussion of the amounts we have allocated toward estimated maintenance capital expenditures and other maintenance capital expenditures for the forecast of twelve months ending December 31, 2015, see "Cash Distribution Policy and Restrictions on Distributions."

        The use of estimated maintenance capital expenditures in calculating operating surplus will have the following effects:

    it may increase our ability to distribute as operating surplus cash we receive from non-operating sources;

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    it may be more difficult for us to raise our distribution above the minimum quarterly distribution and pay incentive distributions on the incentive distribution rights held by our general partner; and

    it will reduce the likelihood that a large actual maintenance capital expenditure in a period will prevent the subordinated units from converting into common units since the effect of an estimate is to spread the expected expense over several periods, thereby mitigating the effect of the actual payment of the expenditure on any single period.

        Estimated maintenance capital expenditures reduce operating surplus, but expansion capital expenditures, investment capital expenditures and actual maintenance capital expenditures do not.

        Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long-term. Expansion capital expenditures include interest payments (and related fees) on debt incurred and distributions on equity (including tax equity) issued to finance the acquisition or development of an improvement to our capital assets and paid in respect of the period beginning on the date that we enter into a binding obligation to commence acquisition or development of the capital improvement and ending on the earlier to occur of the date that such capital improvement commences commercial service and the date that such capital improvement is abandoned or disposed of. Examples of expansion capital expenditures include the acquisition of equipment at an existing asset site.

        Capital expenditures that are made in part for expansion capital purposes and in part for other purposes will be allocated between expansion capital expenditures and expenditures for other purposes by our general partner.

        Investment capital expenditures are those capital expenditures that are neither maintenance capital expenditures nor expansion capital expenditures. Investment capital expenditures largely will consist of capital expenditures made for investment purposes. Examples of investment capital expenditures include traditional capital expenditures for investment purposes, such as purchases of securities, as well as other capital expenditures that might be made in lieu of such traditional investment capital expenditures, such as the acquisition of a capital asset for investment purposes that are in excess of the maintenance of our existing operating capacity or operating income, but that are not expected to expand, for more than the short term, our operating capacity or operating income.

Subordination Period

General

        Our Partnership Agreement provides that, during the subordination period (as defined below), the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The subordinated units are subordinated to the common units because for a period of time, referred to as the subordination period, the subordinated units will not be entitled to receive quarterly distributions from operating surplus until the common units have received the minimum quarterly distribution from operating surplus plus any arrearages from prior quarters. Furthermore, no arrearages will be paid on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be cash from operating surplus to be distributed on the common units.

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Subordination Period

        Except as described below, the subordination period will begin on the closing date of this offering and will extend until the distribution is paid for any quarter beginning after        , that each of the following tests are met:

    distributions of available cash from operating surplus on each of the outstanding common and subordinated units equaled or exceeded $        (the annualized minimum quarterly distribution) were made, in each case, for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;

    the adjusted operating surplus (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $        (the annualized minimum quarterly distribution) on all of the outstanding common and subordinated units during those periods on a fully diluted weighted average basis; and

    there are no arrearages in payment of the minimum quarterly distribution from operating surplus on the common units.

Early Termination of Subordination Period

        Notwithstanding the foregoing, the subordination period will automatically terminate on the first business day of any quarter beginning after        that each of the following tests are met:

    distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $        (150.0% of the annualized minimum quarterly distribution), in each case, for the four-quarter period immediately preceding that date;

    the adjusted operating surplus (as defined below) generated during the four-quarter period immediately preceding that date equaled or exceeded the sum of $        (150.0% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during that period on a fully diluted weighted average basis; and

    there are no arrearages in payment of the minimum quarterly distributions on the common units.

Conversion Upon Removal of the General Partner

        In addition, if the unitholders remove our general partner other than for cause, the subordinated units held by any person will immediately and automatically convert into common units on a one-for-one basis, provided (1) neither such person nor any of its affiliates voted any of its units in favor of the removal and (2) such person is not an affiliate of the successor general partner.

Expiration of the Subordination Period

        When the subordination period ends, each outstanding subordinated unit will convert into one common unit and will thereafter participate pro rata with the other common units in distributions of cash. Once the subordination period ends, it does not recommence under any circumstances.

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Definition of Adjusted Operating Surplus

        Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes net increases in working capital borrowings and net drawdowns of reserves of cash established in prior periods. Adjusted operating surplus for a period consists of:

    operating surplus generated with respect to that period (excluding any amounts attributable to the item described in the first bullet point under the caption "—Operating Surplus and Capital Surplus—Operating Surplus" above); less

    any net increase in working capital borrowings with respect to that period; less

    any net decrease in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus

    any net decrease in working capital borrowings with respect to that period; plus

    any net decrease made in subsequent periods to cash reserves for operating expenditures initially established with respect to that period to the extent such decrease results in a reduction in adjusted operating surplus in subsequent periods pursuant to the third bullet point above; plus

    any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.

Distributions from Operating Surplus during the Subordination Period

        We will make distributions from operating surplus for any quarter during the subordination period in the following manner:

    first, to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;

    second, to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;

    third, to the subordinated unitholders, pro rata, until we distribute for each outstanding subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and

    thereafter, in the manner described in "—General Partner Interest and Incentive Distribution Rights" below.

Distributions from Operating Surplus after the Subordination Period

        We will make distributions from operating surplus for any quarter after the subordination period in the following manner:

    first, to all unitholders, pro rata, and until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and

    thereafter, in the manner described in "—General Partner Interest and Incentive Distribution Rights" below.

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General Partner Interest and Incentive Distribution Rights

        Our general partner owns a non-economic general partner interest in us, which does not entitle it to receive cash distributions. However, our general partner owns the incentive distribution rights and may in the future own common units or other equity interests in us and will be entitled to receive distributions on any such interests.

        Incentive distribution rights represent the right to receive an increasing percentage (15%, 25% and 50%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest subject to the restrictions in our Partnership Agreement.

        The following discussion assumes that our general partner continues to own the incentive distribution rights.

        If for any quarter:

    we have distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

    we have distributed cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, we will distribute any additional cash from operating surplus for that quarter among our unitholders and our general partner in the following manner:

    first, to all unitholders, pro rata, until each unitholder receives a total of $        per unit for that quarter (the "first target distribution");

    second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $        per unit for that quarter (the "second target distribution");

    third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $        per unit for that quarter (the "third target distribution"); and

    thereafter, 50% to all unitholders, pro rata, and 50% to our general partner.

Percentage Allocations of Cash Available for Distribution from Operating Surplus

        The following table illustrates the percentage allocations of cash from operating surplus between our unitholders (including subordinated units) and our general partner in respect of its incentive distribution rights based on the specified target distribution levels. The amounts set forth under "Marginal Percentage Interest in Distributions" are the percentage interests of our general partner and our unitholders in any cash from operating surplus we distribute up to and including the corresponding amount in the column "Total Quarterly Distribution Per Unit Target Amount." The percentage interests shown for our unitholders for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage

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interests set forth below assume that our general partner has not transferred its incentive distribution rights and that there are no arrearages on common units.

 
   
   
  Marginal Percentage Interest in Distributions  
 
  Total Quarterly
Distribution
Target Amount
  Unitholders   General Partner  

Minimum Quarterly Distribution

                $              100.0 %   0.0 %

First Target Distribution

      up to $              100.0 %   0.0 %

Second Target Distribution

  above $           up to $       85.0 %   15.0 %

Third Target Distribution

  above $           up to $       75.0 %   25.0 %

Thereafter

      above $              50.0 %   50.0 %

Our General Partner's Right to Reset the Incentive Distribution Levels

        Our general partner, as the initial holder of our incentive distribution rights, has the right under our Partnership Agreement to elect to relinquish the right to receive incentive distribution payments based on the initial target distribution levels and to reset, at higher levels, the minimum quarterly distribution amount and target distribution levels upon which the incentive distribution payments to our general partner would be set. If our general partner transfers all or a portion of our incentive distribution rights in the future, then the holder or holders of a majority of our incentive distribution rights will be entitled to exercise this right. The following discussion assumes that our general partner holds all of the incentive distribution rights at the time that a reset election is made. Our general partner's right to reset the minimum quarterly distribution amount and the target distribution levels upon which the incentive distributions payable to our general partner are based may be exercised, without approval of our unitholders or the Conflicts Committee, at any time when there are no subordinated units outstanding and we have made cash distributions to the holders of the incentive distribution rights at the highest level of incentive distribution for each of the four consecutive fiscal quarters immediately preceding such time. If our general partner and its members are not the holders of a majority of the incentive distribution rights at the time an election is made to reset the minimum quarterly distribution amount and the target distribution levels, then the proposed reset will be subject to the prior written concurrence of the general partner that the conditions described above have been satisfied. The reset minimum quarterly distribution amount and target distribution levels will be higher than the minimum quarterly distribution amount and the target distribution levels prior to the reset such that our general partner will not receive any incentive distributions under the reset target distribution levels until cash distributions per unit following this event increase as described below. We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distributions per common unit, taking into account the existing levels of incentive distribution payments being made to our general partner.

        In connection with the resetting of the minimum quarterly distribution amount and the target distribution levels and the corresponding relinquishment by our general partner of incentive distribution payments based on the target cash distributions prior to the reset, our general partner will be entitled to receive a number of newly issued common units and general partner interests based on a predetermined formula described below that takes into account the "cash parity" value of the average cash distributions related to the incentive distribution rights received by our general partner for the two quarters immediately preceding the reset event as compared to the average cash distributions per common unit during that two-quarter period.

        The number of common units that our general partner would be entitled to receive from us in connection with a resetting of the minimum quarterly distribution amount and the target distribution levels then in effect would be equal to the quotient determined by dividing (x) the average aggregate amount of cash distributions received by our general partner in respect of its incentive distribution rights during the two consecutive fiscal quarters ended immediately prior to the date of such reset

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election by (y) the average of the amount of cash distributed per common unit during each of these two quarters.

        Following a reset election by our general partner, the minimum quarterly distribution amount will be reset to an amount equal to the average cash distribution amount per unit for the two fiscal quarters immediately preceding the reset election (which amount we refer to as the "reset minimum quarterly distribution") and the target distribution levels will be reset to be correspondingly higher such that we would distribute all of our available cash from operating surplus for each quarter thereafter as follows:

    first, to all unitholders, pro rata, until each unitholder receives an amount equal to 115.0% of the reset minimum quarterly distribution for that quarter;

    second, 85.0% to all unitholders, pro rata, and 15.0% to our general partner, until each unitholder receives an amount equal to 125.0% of the reset minimum quarterly distribution for the quarter;

    third, 75.0% to all unitholders, pro rata, and 25.0% to our general partner, until each unitholder receives an amount equal to 150.0% of the reset minimum quarterly distribution for the quarter; and

    thereafter, 50.0% to all unitholders, pro rata, and 50.0% to our general partner.

        The following table illustrates the percentage allocation of available cash from operating surplus between our unitholders and our general partner at various cash distribution levels (i) pursuant to the cash distribution provisions of our Partnership Agreement in effect at the closing of this offering and (ii) following a hypothetical reset of the minimum quarterly distribution and target distribution levels based on the assumption that the average quarterly cash distribution amount per common unit during the two fiscal quarters immediately preceding the reset election was $        .

 
  Quarterly Distribution
Prior to Reset
  Unitholders   Incentive
Distribution
Rights
  Quarterly Distribution
Per Unit Following
Hypothetical Reset
 

Minimum Quarterly Distribution

                                $       100 %     $    

First Target Distribution

                     up to $       100 %                     (1)

Second Target Distribution

  above $     up to $         85.0 %   15.0 %     (2)

Third Target Distribution

  above $     up to $         75.0 %   25.0 %     (3)

Thereafter

                     above $       50.0 %   50.0 %      

(1)
This amount is 115.0% of the hypothetical reset minimum quarterly distribution.

(2)
This amount is 125.0% of the hypothetical reset minimum quarterly distribution.

(3)
This amount is 150.0% of the hypothetical reset minimum quarterly distribution.

        The following table illustrates the total amount of available cash from operating surplus that would be distributed to our common unitholders and our general partner, including in respect of incentive distribution rights, based on an average of the amounts distributed each quarter for the two quarters immediately prior to the reset. The table assumes that immediately prior to the reset there would be

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         common units outstanding and the average distribution to each common unit would be $        for the two quarters prior to the reset.

 
   
   
  Cash
Distributions
to General
Partner
Prior to
Reset
   
 
 
   
  Cash
Distributions
to Common
Unitholders
Prior to Reset
   
 
 
  Quarterly Distribution
Prior to Reset
  Incentive
Distribution
Rights
  Total
Distributions
 

Minimum Quarterly Distribution

                                $     $                $     $               

First Target Distribution

                     up to $                      

Second Target Distribution

  above $     up to $                        

Third Target Distribution

  above $     up to $                        

Thereafter

                     above $                         
                     

        $     $     $    
                     
                     

        The following table illustrates the total amount of available cash from operating surplus that would be distributed to our common unitholders and our general partner, including in respect of incentive distribution rights, with respect to the quarter in which the reset occurs. The table reflects that, as a result of the reset, there would be        common units outstanding and the average distribution to each common unit would be $        . The number of common units to be issued to our general partner upon the reset was calculated by dividing (i) the average of the amounts received by our general partner in respect of its incentive distribution rights for the two quarters prior to the reset as shown in the table above, or $        , by (ii) the average cash distribution per common unit during each of the two quarters prior to the reset as shown in the table above, or $        .

 
   
   
  Cash Distributions
to General Partner After Reset
   
 
 
  Quarterly Distribution
After Reset
  Cash
Distributions
to Prior Common
Unitholders
  Common
Units
Issued In
Connection
With Reset
  Incentive
Distribution
Rights
  Total   Total
Distributions
 

Minimum Quarterly Distribution

                                $     $                $                $     $     $               

First Target Distribution

                     up to $                                     

Second Target Distribution

  above $     up to $                                    

Third Target Distribution

  above $     up to $                                    

Thereafter

                     above $                                     
                             

        $     $     $     $     $    
                             
                             

        Our general partner will be entitled to cause the minimum quarterly distribution amount and the target distribution levels to be reset on more than one occasion, provided that it may not make a reset election except at a time when it has received incentive distributions for the immediately preceding four consecutive fiscal quarters based on the highest level of incentive distributions that it is entitled to receive under our Partnership Agreement.

Distributions from Capital Surplus

How Distributions from Capital Surplus Will Be Made

        We will make distributions of cash from capital surplus, if any, in the following manner:

    first, to all unitholders, pro rata, until the minimum quarterly distribution is reduced to zero, as described below under "—Effect of a Distribution from Capital Surplus";

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    second, to the common unitholders, pro rata, until we distribute for each outstanding common unit, an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and

    thereafter, as if they were from operating surplus.

Effect of a Distribution from Capital Surplus

        Our Partnership Agreement treats a distribution of capital surplus as the repayment of the initial unit price from this initial public offering, which is a return of capital. Each time a distribution of capital surplus is made, the minimum quarterly distribution and the target distribution levels will be reduced in the same proportion as the distribution from capital surplus to the fair market value of the common units prior to the announcement of the distribution. Because distributions of capital surplus will reduce the minimum quarterly distribution and target distribution levels after any of these distributions are made, it may be easier for our general partner to receive incentive distributions and for the subordinated units to convert into common units. However, any distribution of capital surplus before the minimum quarterly distribution is reduced to zero cannot be applied to the payment of the minimum quarterly distribution or any arrearages.

        Once we reduce the minimum quarterly distribution and the target distribution levels to zero. We will then make all future distributions from operating surplus, with 50% being paid to our unitholders, pro rata, and 50% to the holders of our incentive distribution rights.

Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels

        In addition to adjusting the minimum quarterly distribution and target distribution levels to reflect a distribution of capital surplus, if we combine our units into fewer units or subdivide our units into a greater number of units, we will proportionately adjust:

    the minimum quarterly distribution;

    target distribution levels;

    the unrecovered initial unit price;

    the arrearages in payment of the minimum quarterly distribution on common units; and

    the number of subordinated units.

        For example, if a two-for-one split of the common units should occur, the minimum quarterly distribution, the target distribution levels and the unrecovered initial unit price would each be reduced to 50% of its initial level, and each subordinated unit would be convertible into two common units. We will not make any adjustment by reason of the issuance of additional units for cash or property.

        In addition, if legislation is enacted or if existing law is modified or interpreted by a governmental authority so that we become taxable as a corporation or otherwise subject to taxation as an entity for federal, state or local income tax purposes, our Partnership Agreement specifies that the minimum quarterly distribution and the target distribution levels for each quarter may be reduced by multiplying each distribution level by a fraction, the numerator of which is available cash for that quarter (reduced by the amount of the estimated tax liability for such quarter payable by reason of such legislation or interpretation) and the denominator of which is the sum of available cash for that quarter (reduced by the amount of the estimated tax liability for such quarter payable by reason of such legislation or interpretation) plus our general partner's estimate of our aggregate liability for the quarter for such income taxes payable by reason of such legislation or interpretation. To the extent that the actual tax liability differs from the estimated tax liability for any quarter, the difference will be accounted for in subsequent quarters.

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Distributions of Cash Upon Liquidation

General

        If we dissolve in accordance with our Partnership Agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to the payment of our creditors. We will distribute any remaining proceeds to the unitholders and our general partner, in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation.

        The allocations of gain and loss upon liquidation are intended, to the extent possible, to entitle the holders of units to a repayment of the initial value contributed by unitholders for their units in this offering, which we refer to as the "initial unit price" for each unit. The allocations of gain and loss upon liquidation are also intended, to the extent possible, to entitle the holders of common units to a preference over the holders of subordinated units upon our liquidation, to the extent required to permit common unitholders to receive their initial unit price plus the minimum quarterly distribution for the quarter during which liquidation occurs plus any unpaid arrearages in payment of the minimum quarterly distribution on the common units. However, there may not be sufficient gain upon our liquidation to enable the common unitholders to fully recover all of these amounts, and cash may be distributed to the holders of subordinated units. Any further net gain recognized upon liquidation will be allocated in a manner that takes into account the incentive distribution rights.

Manner of Adjustments for Gain

        The manner of the adjustment for gain is set forth in our Partnership Agreement. If our liquidation occurs before the end of the subordination period, we will allocate any gain to our partners in the following manner:

    first, to our general partner and the unitholders who have negative balances in their capital accounts to the extent of and in proportion to those negative balances;

    second, to the common unitholders, pro rata, until the capital account for each common unit is equal to the sum of: (1) the unrecovered unit price, (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs and (3) any unpaid arrearages in payment of the minimum quarterly distribution;

    third, to the subordinated unitholders, pro rata, until the capital account for each subordinated unit is equal to the sum of: (1) the unrecovered initial unit price and (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs;

    fourth, to all unitholders, pro rata, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence, plus (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed to our unitholders, pro rata, for each quarter of our existence;

    fifth, 85% to all unitholders, pro rata, and 15% to our general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence, plus (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 85% to our unitholders, pro rata, and 15% to our general partner for each quarter of our existence;

    sixth, 75% to all unitholders, pro rata, and 25% to our general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our

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      existence, plus (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we distributed 75% to our unitholders, pro rata, and 25% to our general partner for each quarter of our existence;

    thereafter, 50% to all unitholders, pro rata, and 50% to our general partner.

        The percentages set forth above are based on the assumption that our general partner has not transferred its incentive distribution rights and that we do not issue additional classes of equity interests.

        If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that clause (2) of the second bullet point above and all of the fifth bullet point above will no longer be applicable.

Manner of Adjustments for Losses

        If our liquidation occurs before the end of the subordination period, after making allocations of loss to the general partner and our common unitholders in a manner intended to offset in reverse order the allocations of gains that have previously been allocated, we will generally allocate any loss to our general partner and unitholders in the following manner:

    first, to the holders of subordinated units in proportion to the positive balances in their capital accounts, until the capital accounts of the subordinated unitholders have been reduced to zero; and

    second, to the holders of common units in proportion to the positive balances in their capital accounts, until the capital accounts of the common unitholders have been reduced to zero;

    thereafter, 100.0% to our general partner.

        If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that all of the first bullet point above will no longer be applicable.

Adjustments to Capital Accounts

        Our Partnership Agreement requires that we make adjustments to capital accounts upon the issuance of additional units. In this regard, our Partnership Agreement specifies that we allocate any unrealized and, for tax purposes, unrecognized gain resulting from the adjustments to our unitholders and the general partner in the same manner as we allocate gain upon liquidation. In the event that we make positive adjustments to the capital accounts upon the issuance of additional units, our Partnership Agreement requires that we generally allocate any later negative adjustments to the capital accounts resulting from the issuance of additional units or upon our liquidation in a manner which results, to the extent possible, in the partners' capital account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had been made. In contrast to the allocations of gain, and except as provided above, we generally will allocate any unrealized and unrecognized loss resulting from the adjustments to capital accounts upon the issuance of additional units to our unitholders and our general partner based on their respective percentage ownership of us. In this manner, prior to the end of the subordination period, we generally will allocate any such loss equally with respect to our common and subordinated units. If we make negative adjustments to the capital accounts as a result of such loss, future positive adjustments resulting from the issuance of additional units will be allocated in a manner designed to reverse the prior negative adjustments, and special allocations will be made upon liquidation in a manner that results, to the extent possible, in our unitholders' capital account balances equaling the amounts they would have been if no earlier adjustments for loss had been made.

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SELECTED HISTORICAL FINANCIAL INFORMATION

        The following table presents the historical balance sheet of Sol-Wind Renewable Power, LP as of August 8, 2014. Sol-Wind Renewable Power, LP was formed on August 8, 2014. As a result, the only historical financial statement of Sol-Wind Renewable Power, LP that is required to have been prepared to date is an opening balance sheet. In addition, in connection with this offering we will acquire the Initial Portfolio and present historical financial statements elsewhere in this prospectus. However, we do not present any one or combination of these assets as our accounting "predecessor" or "predecessors." After analyzing each of the acquisitions on a stand-alone and aggregate basis we do not believe any should be considered our accounting predecessor primarily because (i) we will not own any of the assets in the Initial Portfolio prior to the consummation of this offering, (ii) we do not currently control any of the assets in the Initial Portfolio and will not control any of these assets prior to the consummation of this offering, (iii) no employees at the assets will become employees of ours and (iv) no one or several assets asset in the Initial Portfolio is significantly larger than the other assets in the Initial Portfolio.

        The following table should be read together with, and is qualified in its entirety by reference to, the historical financial statements of the assets in our Initial Portfolio and our unaudited pro forma combined financial statements, each of which is included elsewhere in this prospectus. The table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Certain Relationships and Related Party Transactions."

 
  As of
August 8, 2014
(date of inception)
 

Assets:

       

Cash

  $ 2,000  
       

Total assets

  $ 2,000  
       
       

Liabilities and Partners Equity:

   
 
 

Total liabilities

  $  

Partners equity:

       

General partner

    2,000  
       

Total partners equity

    2,000  
       
       

Total liabilities and partners equity

  $ 2,000  
       
       

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

        The unaudited pro forma combined statements of operations for the year ended December 31, 2013 and the nine months ended September 30, 2014 have been derived from the application of pro forma adjustments to the historical financial information included elsewhere in this prospectus and gives effect to the Formation Transactions as if they had occurred on January 1, 2013. The unaudited pro forma combined balance sheet as of September 30, 2014 gives effect to the Formation Transactions as if they had occurred on September 30, 2014.

        The Formation Transactions for which we have made pro forma adjustments are as follows:

    the sale of                        of our common units in this offering for net proceeds of approximately $             million, after deducting the estimated underwriting discounts, structuring fee and offering expenses;

    the sale of            common units to 40 North or our general partner at a price per common unit equal to the price of the common units in this offering, representing a combined        % of the limited partner interests in us;

    the sale of                        of our subordinated units to 40 North, a member of our general partner, or one of its affiliates for net proceeds of approximately $            million;

    the issuance of                        restricted common units to be granted to our general partner's directors and officers in connection with this offering (based on the midpoint of the price range set forth on the cover page of this prospectus);

    one of our subsidiaries having entered into the New Revolver, which will remain undrawn at the completion of this offering;

    adjustments to reflect the acquisition of the Initial Portfolio from our general partner, including:

    the acquisition of OCI Solar San Antonio 2 LLC (formerly OCI Alamo 2 LLC, "Alamo II"), which owns one solar power asset in Texas and commenced commercial operations in March 2014;

    the acquisition of SunRay Venice LLC ("SR Venice"), which owns one solar power asset in New Jersey and commenced commercial operations prior to January 1, 2013;

    the acquisition of SunRay Joint Venture Solar LLC ("SR Joint Venture"), which owns seven solar power assets in New Jersey and commenced commercial operations prior to January 1, 2013;

    the acquisition of SR Acquisitions Solar LLC ("SR Acquisitions"), which owns seven solar power assets in New Jersey and commenced commercial operations prior to January 1, 2013;

    the acquisition of SunRay Power OpCo II, LLC ("SunRay II"), which owns 43 solar power assets in New Jersey and Massachusetts and commenced commercial operations prior to January 1, 2013;

    the acquisition of SunRay Power OpCo I, LLC ("SunRay I"), which owns 12 solar power assets in New Jersey and commenced commercial operations prior to January 1, 2013;

    the acquisition of Leicester One MA Solar LLC ("Leicester"), which owns two solar power assets in Massachusetts and commenced commercial operations in October 2014;

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      the acquisition of PRCC Solar Holding LLC ("Gestamp"), which owns one solar power asset in Puerto Rico and commenced commercial operations in February 2014;

      the acquisition of 20 solar power assets in California, which we refer to collectively as "Greenleaf," that commenced operations prior to January 1, 2013 and one solar power asset in California that commenced operations in June 2014. The combined financial statements of Greenleaf consist of the following entities: SunE GLT Ironwood Solar, LLC, SunE GLT Chuckawalla Solar, LLC, SunE GLT Patton Solar, LLC, NLH1 Solar, LLC, GLT SLO Solar, LLC, GLT Comml Solar, LLC, GLT SCI Solar, LLC and GLT Cloverdale Solar, LLC;

      the acquisition of Palmer Solar Holdings LLC ("Palmer"), which owns three solar power assets in Massachusetts and commenced commercial operations in November 2013;

      the acquisition of Renewable Energy Project LLC ("Jamestown"), which owns one solar power asset in California and commenced commercial operations prior to January 1, 2013;

      the acquisition of Fairfield Wind Manager, LLC ("Fairfield"), which owns one wind power asset in Montana and commenced commercial operations in May 2014;

      the acquisition of Foundation CA Fund VII Manager, LLC ("Fund VII"), which owns four wind power assets in California and commenced commercial operations in July 2014;

      the acquisition of Concept Solar, LLC ("Concept Solar"), which owns 14 solar power assets in New Jersey and commenced commercial operations in January 2012; and

      the acquisition of Foundation HA Energy Generation, LLC ("HA Energy"), which owns eleven wind power assets in California and commenced commercial operations in November 2013;

    the payment of cash to our general partner under the Acquisition Agreements and adjustments to record acquired assets and assumed liabilities at fair value; and

    the payment of cash to our general partner for the acquisition of the $52.2 million senior secured credit facility in respect of the OCI I project ("Alamo I") and the CAD$23.0 million principal amount senior secured credit facility in respect of the Cleave Energy Holdings project ("Cleave Energy Holdings"), in Ontario, Canada.

        We expect to incur incremental general and administrative expenses as a publicly traded partnership. Pursuant to the Partnership Agreement, our general partner will be reimbursed for these public company expenses, as well as any other costs related to the management of us including management of the Partnership's operating assets, administrative, legal, financial, infrastructure and information technology costs. We estimate that initially these expenses will be approximately $4.5 million annually, only $2.7 million and $2.0 million of which are included in our unaudited pro forma financial statements for the year ended December 31, 2013 and the nine months ended September 30, 2014, respectively, as they are factually supportable and expected to have a continuing impact on our operations. Pursuant to our Partnership Agreement, our general partner will not be entitled to be reimbursed for costs related to the sourcing of its potential acquisitions including direct costs of developer networking, acquisition target identification, acquisition and financial structuring, technical evaluation of assets of acquisition targets and travel, legal, and other costs directly related to sourcing, evaluating, and securing acquisition opportunities.

        The unaudited pro forma combined financial statements, or the "pro forma financial statements," combine our historical financial statements and the historical financial statements of the assets in the

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Initial Portfolio to illustrate the effect of the acquisition of the renewable energy assets in the Initial Portfolio. The pro forma financial statements were based on, and should be read in conjunction with:

    the accompanying notes to the unaudited pro forma combined financial statements;

    Management's Discussion and Analysis of Financial Condition and Results of Operations; and

    the financial statements of renewable energy assets in the Initial Portfolio purchased from third parties for the year ended December 31, 2013 and for the nine months ended September 30, 2014 and the notes relating thereto, included elsewhere in this prospectus.

        As described in the accompanying notes, the unaudited combined pro forma financial statements have been prepared using the acquisition method of accounting under GAAP. We have been treated as the acquirer in the acquisition of the Initial Portfolio for accounting purposes and no one or several of the assets is considered our predecessor. The purchase price will be allocated to the Initial Portfolio's assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition of the Initial Portfolio.

        The unaudited pro forma combined financial statements are presented for informational purposes only. The unaudited pro forma combined financial statements do not purport to represent what our results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date.

        The unaudited pro forma combined balance sheet and statement of operations should be read in conjunction with the sections entitled "Use of Proceeds," "Capitalization," "Selected Historical Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes thereto included elsewhere in this prospectus.

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Unaudited Pro Forma Combined Statement of Operations
for the Nine Months Ended September 30, 2014

 
   
   
  Pro Forma Adjustments    
 
 
  Historical
Sol-Wind
Renewable
Power, LP
   
  Sol-Wind
Renewable
Power, LP
Pro Forma
 
Statement of Operations Data:
(in thousands except unit and per unit data)
  Combined
Initial
Portfolio(1)
  Acquisition
& Other
Adjustments
  Offering
Adjustments
 

Revenues:

                               

Sale of electricity

  $   $ 8,860             $    

Incentives

        6,595                  

Interest income from credit facilities

              3,095 (2)            
                       

Total revenue

        15,455     3,095              

                             

Costs and expenses:

                             

Operating expenses

        2,807                           

Depreciation and amortization expense

          7,896     213 (3)            

Purchase of renewable energy certificates              

        394                  

General and administrative expenses

    2     3,298     1,400 (4)            

Equity compensation expense

                           
                       

Total costs and expenses

    2     14,395     1,613              
                       

Operating income (loss)

    (2 )   1,060     1,482              

                             

Other income (loss):

                             

Interest income (expense)

        (3,052 )   3,052 (5)            

Unrealized gain (loss) on swaps and solar renewable energy certificates forward contracts

        (1,260 )   1,200 (5)            

Share of equity method investment income (loss)

          (8 )   8 (6)            

Other Income (expense)

        101                  
                       

Total other income (loss)

        (4,219 )   4,260