EFTA01381279.pdf

Form S-1 Table of ((entente In the ordinary• course of their business activities, our Sponsor and its affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation will provide that none of our Sponsor. any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of busing in which we operate. Our Sponsor also may pursue acquisition opportunities that may be complementary to our business and, as a nsiilt, those acquisition opportunities may not be available to us. In addition. our Sponsor may have an intense in pursuing acquisitions, divestitures and other transactions that, in its judgment. could enhance its inveSmcnt, even though such transactions might involve risks to you. We will incur increased costs and become subject to additional regulation% and requirements as a result of becoming a newly public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business. As a newly public company, we will incur significant legal. accounting and other expenses that we have not incurred as a private company. including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the Securities and Exchange Commission, or the SEC, and NASDAQ. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to engine that we comply with all of these requirements. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and office• liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officas. Furthermore, if we are unable to satisfy our obligations as a public company. we could be subject to delisting of our common stock. fines. sanctions and other regulatory• action and potentially civil litigation. There may not be art active trading marketfor shares of our common stock, which may cause shares of our common stock to trade at a discount from the initial offering price and make it difficult to sell the shares of common stock you purchase Prior to this offering, them has not been a public trading market for shares of our common stock. It is possible that after this offering an active trading market will not develop or continue or. if developed, that any market will be sustained which would make it difficult for you to sell your shares of common stock at an attractive price or at all. The initial public offering price per share of common stock will be determined by agreement among us and the representatives of the underwriters, and may not be indicative of the price at which shares of our common stock will trade in the public market after this offering. The market price of our common stock may decline below the initial offering price and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. The market price of shares ofour common stock may be volatile, which could cause the value ofyour investment to decline. Even if a trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shams of our common stock in spite of our operating performance. In addition, our results of operations could be 33 httrusww.sec.gov/Arehi ca./edger/data/ 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 Alvti CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080120 CONFIDENTIAL SDNY GM_00228304 EFTA01381279