EFTA01378060.pdf

151 Foreign account tax compliance act Under Sections 1471 through 1474 of the Code and the Treasury regulations promulgated thereunder, collectively, FATCA, a U.S. federal withholding tax of 30% generally will be imposed on certain payments made to a 'foreign financial institution" (as specifically defined under these rules) unless such institution enters into an agreement with the U.S. tax authorities to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or meets other exceptions. Under the legislation and administrative guidance, a U.S. federal withholding tax of 30% generally also will be imposed on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent with a certification identifying its direct and indirect U.S. owners or meets other exceptions. Foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing these withholding and reporting requirements may be subject to different rules. Under certain circumstances. a non-U.S. holder might be eligible for refunds or credits of such taxes. These withholding taxes would be Imposed on dividends paid with respect to our common stock to, and on gross proceeds from sales or other dispositions of our common stock after December 31, 2018 by, foreign financial institutions or non-financial entities (including in their capacity as agents or custodians for beneficial owners of our common stock) that fail to satisfy the above requirements. Prospective non-U.S. holders should consult with their tax advisors regarding the possible implications of FATCA on their investment in our common stock. 152 Table of Contents Underwriting We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Allen & Company LLC and Mernll Lynch. Pierce, Fenner & Smith Incorporated are acting as joint book-running managers of this offering and J.P. Morgan Secunties LLC and Allen & Company LLC are acting as representatives of the underwriters. We will enter into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we will severally agree to sell to the underwriters, and each underwnter will severally agree to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table: Number of shares of Name common stock J.P. Morgan Securities LLC Men & Company LLC Merril Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. BMO Capital Markets Corp. Barclays Capital Inc. BNP Paribas Securities Corp. Cowen and Company, LLC Oppenheimer & Co. Inc. PNC Capital Markets LLC SG Americas Securities, LLC Fifth Third Securities, Inc. Total 33,333,333 The underwriters will be committed to purchase all the shares of common stock offered by us if they purchase any shares. The underwriting agreement will also provide that if an underwnter defaults. the purchase commitments of non-defaulting underwriters may also be increased or this offering may be terminated. The underwriters propose to offer the shares of common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per share. After the initial public offering of the shares. the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters. The underwriters will have an option to buy up to 5,000,000 additional shares of common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters will have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares of common stock are being offered hereby. 153 Table of Contentc. The underwriting discounts and commissions will be equal to the public offering price per share of common stock less the amount paid by the underwriters to hits: yip.... tec.gov attar daLVIS75189OX/104746915006431 3222645Rn-IalfintiI 1,9,2013 911:17 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075220 CONFIDENTIAL SONY GM_00221404 EFTA01378060