EFTA01366556.pdf

Amendment #4 Page 127 of 868 ktile If fatten', As described in the accompanying rotes. the 'sounded pro forme condensed consolidated financial statements have teen prepared using the acqusition method of accourtng under einstrg GAAP The predecessor has teen treated as the acquirer in the Acquisitions for acocknorg purposes Tre purchase pnce will be allocated to the assets and 'retakes of Ire tusinesses trot have teen or will be Debated in the Acqaesilons based upon their estmated fair values as of the date of completon of the applicable Acquisition. The allxation is dependent on certain valuations and other studies tot have rot progressed to a stage wtere there *sufficient infornoten to make a final definitive allocation A final determnation of the fair value of the assets and liablites of the tusresses that rove teen or will be acquired in the Acquistons whch cannot be made poor to the completion of the relevant transadon will be based on Its actual net la-gale and intangtte assets of the businesses that have been will be acquired n the Acquisitions trot exerted as of the date of completion of Ire appficatie Aatuistion Accadngly, the cm forma notate price adustriorts are preliminary. suttect to futile adustments and have been made sdety fa the purpose of prancing the vacated pro forma condensed consolidated financial information presented below. Adjustments to these preliminary estimates are expected to occur and these adjustments could have a metered impact on the accompanying unaudited pro forme condensed consolidated financial statements although we do rot expect the adjustments to have a material effect on re combined company 6 future results ct operations and financial position The unaudited pro forma condensed consolidated Marcel statements are presented for informational purposes only The protons adjustments are based upon available information and certain assort:Sons that we believe are reasonable. The unaudited pro forma condensed consolidated financial statements do not purport to represent what oil rests of operations or financial condition would have been had the transactors to which the pro forma adjustments relate goodly occurred on the dates edoYed, and they do not purport to protect our results d operations or financial conditon for any &Cure period or as of any fiture date This offerrg s not conditioned on the prior closing of the Pending Acqusitons, and we cannot assure you that all of the Pending Acquisitors; will be consummated on the timetable currently contemplated The unaudited pro forma condensed consolidated balance sheet and statement of operations Shedd be read n COnatiCtiOn with Ire sections entitled 'Summary— Organizational Transactions."Use d proceeds,"Captalization; 'Selected historical combated Mantua data.' 'Managements discussion and analysis of financial coediton and results of operations: terain relatonships and related party hansactons—Management Services Agreement' and the histoncal financial statements and related notes thereto included elsewhere in this prospectus See 'Risk factors—Risks related to Our business—Oil pro forma financial rifOrrnatOn irClutted elsewhere in Ins prospectus assumes the compreton et the Pending Acquedons' 119 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058084 CONFIDENTIAL SDNY_GM_00204288 EFTA01366556