EFTA01366570.pdf

Amendment #4 Page 141 of 868 ISktr I•I mi Snit mares—T h• **amen teflon1M mewl es the myna tocegempl ler the MAW damages undo, Was nee reeerize• the lepieleted dosages se • SS/ palm ,Manton MM eln)Vog Nen el Po intemble pnet in axe/Pero, yen GMP IM 001•4009104MM coif s tot —Repeocole the tallopelkotm ce sal swarm coop km lophiccm Mel n WxYnmv.,OMP M awed Poloalleas-1M edtmlotel mewl. the rentehel OHM SO I mlICP P Oared lawn Spar uncItiliftS Steal* normicntive owls ire tenets tha ate recnOrkted PC. fi ts OcertMy Me Pet SAMMY canopy ea) Ma actortrient Wats the tax 440ed aentmenixoe and rnl GOMMed at Ole Watery Meson elecol el each purtscicecn (2) Accout recenrane, accountspayee.* and other labiehas—Represents the recheractenzabon of accounts recesable, accounts payatee or other payables from related party to non-related party (3) Deerred le-6110ov costs--Represents adiustment for reversal of the Accensecna nstcrical deferred financing costs as the amicable debt was revalued under purchase accountrg (4) Property dew' equpment—Represems the adjustment to reflect the *squalors property and equipment at their estrnated far values The fair values ct property and equipmert acquired were valued primarily ung a cost approach and limited to what is economically supportable as ideated by an income approach The fair value approximates the current cost of replacing an asset with another asset of equvaient economic ublty adjusted further for functcnal obsolescence and physical depreciation The estimate s prehmrery. aged to change and could vary materelly horn the actual adjustment at the time the acquisition is completed The estimated remaining useful lives of the property and spurn( act:pored range from 6 to 40 years (5) Intangible assets—Represents the adjustment to record the PPM of the businesses that have been or will be acquired n to Acquaptions at their estimated fair values The estimated far values were valued romarity using a venation of the income approach The estimated remaining useful Ives of the intangbles range from 6to 24 years The estimate is infirmary, subject to change and could vary netereity from the actual adystreem at men the acquisMon is completed (6) Deferred tax assets and kabebee—Represents the adjustment to recogan deferred taxes resulting horn the temporary differences between fair value and the tax bass of antis and lizthilles acquired (7) Other assets—Represents the elimination el an intercompany loan feces/3W uponconsoblabon (8) Current and kare-Terrn debt—Represents the adealment to recoarde debt assumed n the Acquehhan at far value (9) Deferred tenanue—Represents the °dustmen( to record deferred revenue at fair value in purchase accounting. (10) Net parent investment—Represents a 51 4 million gain related to to Sponsors cortnb.mon to us of its equiy method ,nvestrnent in NS M 24 in connector) with the O-mt-NSM Transaction on remeasurement to far value of the equrty method rammed (11) Non•conbOhng interest—Represents the 32 4% non-controlling interest in SuoTherm and the 490% non-consoling interest in Chint-SoutpannAltkop rot acquired by to. (12) Mendota eitaly—Represents the reallocation or eqaty as a result of this offenng 133 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-0058098 CONFIDENTIAL SDNY GM_00204282 EFTA01366570