EFTA01382379.pdf

Amendment No. 3 to Form S-1 Table of Contents DESCRIPTION OF CAPITAL STOCK The following summarizes the most important terms of our capital stock and related provisions of the certificate of incorporation and our bylaws that will be in effect upon the closing of the IPO-Related Transactions and this offering. This description also summarizes the principal agreements relating to our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our certificate of incorporation and bylaws and the agreements referred to below, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part. General After giving effect to the IPO-Related Transactions, our authorized capital stock will consist of 1,000,000,000 shares of common stock, par value $0.01 per share, and 30,000,000 shares of preferred stock, par value $0.01 per share. Upon the closing of the IPO-Related Transactions and this offering, there will be 475,139,081 shares of our common stock outstanding (assuming no exercise of the underwriters' option to purchase additional shares), and no shares of our preferred stock outstanding. If the underwriters' option to purchase additional shares is exercised in full, the number of shares of our common stock outstanding will increase by 9,795,918 shares. Common Stock Dividend Rights Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Voting Rights Each holder of our common stock is entitled to one vote for each share owned of record on all matters voted upon by stockholders. A majority vote is required for all action to be taken by stockholders, except as otherwise provided for in our certificate of incorporation and bylaws or as required by law, including the election of directors in an election that is determined by our board of directors to be a contested election, which requires a plurality. Our certificate of incorporation provides that our board of directors and, prior to the 50% Trigger Date, the Designated Controlling Stockholder, are expressly authorized to make, alter or repeal our bylaws and that our stockholders may only amend our bylaws after the 50% Trigger Date with the approval of at least two-thirds of the total voting power of the outstanding shares of our capital stock entitled to vote in any annual election of directors. Liquidation Rights In the event of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities and the liquidation preference of any outstanding preferred stock. Other Rights Our common stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions. 175 hill). UN% W. See .11O% Archis es edgar data' 1646972 000119312515335826s1900395dsla.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081715 CONFIDENTIAL SDNY_GM_00227899 EFTA01382379