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Amendment No. 3 to Form S-1
Tabk of Contents
NYSE trading symbol "ABS."
Conflicts of Interest A portion of the net proceeds from this offering will be used to repay borrowings
outstanding under the ABS/Safeway Term Loan Facilities. Because one or more
funds or accounts managed or advised by an investment management affiliate
of Guggenheim Securities, LLC are lenders under the ABS/Safeway Term Loan
Facilities and may receive 5% or more of the net proceeds from this offering,
Guggenheim Securities, LLC is deemed to have a "conflict of interest" within the
meaning of Rule 5121 (Rule 5121") of the Financial Industry Regulatory
Authority, Inc. ("FINRA"). As such, this offering is being conducted in accordance
with the applicable requirements of Rule 5121. Rule 5121 requires that a
"qualified independent underwriter' meeting certain standards participate in the
preparation of the registration statement and prospectus and exercise the usual
standards of due diligence with respect thereto. Goldman, Sachs & Co. will act
as a "qualified independent underwriter" within the meaning of Rule 5121 in
connection with this offering. Goldman, Sachs & Co. will not receive any
additional fees for serving as a qualified independent underwriter in this offering.
We have agreed, subject to certain terms and conditions, to indemnify Goldman,
Sachs & Co. against certain liability incurred in connection with it acting as a
qualified independent underwriter in this offering, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Guggenheim
Securities, LLC will not confirm sales to accounts in which it exercises
discretionary authority without the prior written consent of the customer. See
"Underwriting (Conflicts of Interest)."
Risk factors For a discussion of risks relating to our company, our business and an
investment in our common stock, see Risk Factors' and all other information set
forth in this prospectus before investing in our common stock.
Directed Share Program At our request, the underwriters have reserved for sale, at the initial public
offering price, up to 5% of the shares offered by this prospectus for sale within
the United States to some of our directors, officers, employees, business
associates and related persons. If these persons purchase reserved shares, it
will reduce the number of shares available for sale to the general public. Any
reserved shares that are not so purchased will be offered by the underwriters to
the general public on the same terms as the other shares offered by this
prospectus.
Unless otherwise indicated, all information in this prospectus excludes up to 9,795,918 shares of our common stock that may
be sold by us if the underwriters exercise in full their option to purchase additional shares of our common stock.
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CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081555
CONFIDENTIAL SDNY_GM_00227739
EFTA01382266
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