EFTA01365817.pdf

Amendment No. 3 to Form S-I •fable of Contents UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma consolidated financial statements were prepared to give effect to (i) the consummation of a stock split effected upon the closing of this offering pursuant to which each share held by the holder of common stock will be reclassified into 25.4588 shares, (ii) the issuance and sale by us of 4,411,764 shares of our common stock in this offering. assuming an initial public offering price of $17.00 per share of common stock, the midpoint of the price range on the cover of this prospectus. and after deducting estimated offering expenses and estimated underwriting discounts and commissions payable by us, which represents only the shares offered by us and use of the net proceeds therefrom to repay outstanding indebtedness under our Senior Credit Facilities, (iii) the consummation of the refinancing of our existing Senior Credit Facilities and entry into, and effectiveness of, our New Credit Facility, (iv) the application of the net proceeds from our initial public offenng and borrowings under our New Credit Facility as set forth under "Use of proceeds" and (v) the termination of the advisory services agreement between us and an affiliate of no. and the one-time termination fee paid by us upon the consummation of this offering. The unaudited pro fonna consolidated balance sheet as of March 29, 2015 gives effect to the transactions above as if they had been completed on March 29, 2015. The unaudited pro forma consolidated statements of operations for the thirteen week period ended March 29, 2015 and the fiscal year ended December 28, 2014 give effect to the transactions above as if they occurred on December 30, 2013 (the first day of Fiscal 2014). The unaudited pro forma consolidated financial statements are derived from, and should be wad in conjunction with, our audited consolidate) historical financial statements and the related notes to those statements included elsewhere in this prospectus. The unaudited pro fonna consolidated financial information was prepared in accordance with the rules and regulations of the Severities and Exchange Commission ("SEC") and should not be considered indicative of the consolidated financial position or results of operations that would have occurred if the transactions above had been completed on the dates indicated, nor are they necessarily indicative of our future consolidated financial position or results of operations. Our historical consolidated financial statements have been adjusted in the unaudited pro fonna consolidated financial information to give effect to pro fonna events that are (I) directly attributable to transactions above, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the consolidated results. 53 CRIR06502thathlmf6/17/2015 12:26:00 I'MI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057004 CONFIDENTIAL SONY GM_00203188 EFTA01365817