📄 Extracted Text (402 words)
Amendment No. 3 to Form S-I
Table of Contents
We intend to use the net proceeds of this offering, together with
borrowings under our New Credit Facility, to repay the
outstanding indebtedness under our Senior Credit Facilities and to
pay fees and expenses related to our initial public offering and the
refinancing of our Senior Credit Facilities. Sec "Use of Proceeds."
Conflicts of Interest A portion of the proceeds from this offering will be used to repay
the outstanding indebtedness under our Senior Credit Facilities.
Because affiliates of Credit Suisse Securities (USA) LLC and
Wells Fargo Securities, 1.1.0 arc lenders under our First lien
Credit Facility and each will receive 5% or more of the net
proceeds of this offering, Credit Suisse Securities (USA) LLC and
Wells Fargo Securities, LLC arc each deemed to have a "conflict
of interest" under Rule 5121 of the Financial Industry Regulatory
Authority, Inc., or FINRA. As a result, this offering will be
conducted in accordance with FINRA Rule 5121. Pursuant to that
rule, the appointment of a "qualified independent underwriter" is
not required in connection with this offering as the members
primarily responsible for managing the public offering do not have
a conflict of interest, arc not affiliates of any member that has a
conflict of interest and meet the requirements of paragraph (O(12)
(E) of FINRA Rule 5121. See "Use of Proceeds.' and
"Underwriting (Conflicts of Interest)."
Risk factors Investment in our common stock involves substantial risks. Please
read this prospectus carefully, including the section entitled "Risk
Factors" and the consolidated financial statements and the related
notes to those statements included elsewhere in this prospectus
before deciding to invest in our common stock.
Directed share program The underwriters have reserved for sale, at the initial public
offering price, up to 5% of the shares of our common stock being
offered for sale to our directors, officers, certain employees and
certain other persons associated with us. The number of shares of
common stock available for sale to the general public in this
offering will be reduced to the extent these persons purchased
reserved shares. Any reserval shares not purchased will be offered
by the underwriters to the general public on the same terms as the
other shares. See "Underwriting (Conflicts of Interest)."
Expected NASDAQ Global Select Market symbol "FOGO"
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CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0056958
CONFIDENTIAL SDNY_GM_00203142
EFTA01365809
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