EFTA01384953.pdf

DILUTION If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share you will pay in this offering and the pro forma net tangible book value per share of our common stock immediately after this offering. Our net tangible book value as of June 30, 2015 was $103,245,679, inclusive of both common and preferred shares, or $9.48 per share. Net tangible book value per share represents the amount of our total tangible assets net of total liabilities, less the portion attributable to non-controlling interests. divided by the total number of shares of common stock outstanding as of June 30, 2015. After giving effect to the Internalization, the sale of the shares of our common stock we are offering at the public offering price of S9.50 per share (which is the mid-point of the range on the front cover of this prospectus), and after deducting the underwriting discount as described in "Use of Proceeds" and our estimated offering expenses, our pro forma net tangible book value as of June 30, 2015, less the portion attributable to non-controlling interests, would have been approximately $194.7 million, or $8.51 per share. This represents an immediate decrease in pro forma net tangible book value of $0.97 per share and an immediate dilution of $0.99 per share to new investors. The following table illustrates this calculation on a per share basis: Public offering price per share of common stock (assuming the mid-point of the range on the front cover of this prospectus) $9.50 Net tangible book value per share of common stock as of June 30, 2015 $9.48 Decrease per share attributable to this offering 0.97 Pro forma net tangible book value per share after this offering and the Internalization 8.51 Pro forma dilution per share to new investors $0.99 If the underwriters exercise their option to purchase additional shares in full, pro forma net tangible book value will increase to $8.54 per share, representing a decrease to existing holders of $0.96 per share, and an immediate dilution of $0.94 per share to new investors. The following table summarizes, as of June 30, 2015: • the total number of Common Units issuable in connection with the Internalization and the number of shares of our common stock purchased from us by new investors purchasing shares in this offering; • the total consideration paid to us by holders of Common Units and by new investors purchasing shares based on the public offering price per share of common stock (assuming the mid-point of the range on the front cover of this prospectus), before deducting the estimated underwriting discount and estimated offering discount and estimated offering expenses payable by us in connection with this offering; and • the average price per share paid by our existing stockholders, holders of our Common Units and by new investors purchasing shares in this offering. Shares/trulb Teal Average Price Purchased ConsidersHoe per Share: Number Perceat Amount Percent Common Coll Existing Stockholders 10,890,846 41.0% 132.612,130 47.4% 512.18 New Investors 12.000,000 45.2% 114.000..000 40.7% $ 9.50 Internalization 986,438 3.7% 12,000,000 4.3% 512.16 Founders 2,699,072 10.2% 21.145.000 7.6% $ 7.83 Total 26,576,356 100.0% 279,757,130 100.0% 67 CONFIDENTIAL - PURSUANT TO FED. R. CRIM P 6(e) DB-SDNY-0085630 CONFIDENTIAL SDNY_GM_00231814 EFTA01384953