EFTA01366735.pdf

Amendment #4 Page 306 of 868 1she et Fenton. If you are considering the purchase of shares of our Class A common stock, you should consult your own tax advisors concerning the particular United States federal Income and estate tax consequences to you of the ownership and disposition of shares of our Class A common stock, as well as the consequences to you arising under other United States federal tax laws and the laws of any other applicable taxing jurisdiction and any applicable tax treaty in light of your particular circumstances. Distributions We intend to pay cash chStribttiOnS on shares of Otr Class A common stock for the foreseeable More. as outlined above under 'Cash dividend policy? In general. distributors of cash a otter property in respect of shares of our Class A common stock will constitute dmiclends for United Slates federal income tax purposes to the extent paid from out ourrent or accumulated earrings are profile as determined under United States federal moons tax principles. To the extent arty etch dstnbubans exceed both our current and aocumLated earnings and profits. they wit fist be treated as a return of capital reducing your tax bass in our Class A cornrow stock (determined on a shareby-share basis). but not below zero. and pen will be treats as gem from the sale of stodc as described below under --Gain on obspostion of Wares of Class A common stock.' Dividers% paid to a ronU S holder gereralty v.1be subject to a UMed States federal vehholong tax at a 30% rale, or such lower rate as may be specified by an applicable income tax reaty United States federal withhold% tax rrey be imposed on the gross amount of a Onntution, the to the Woolly d deterrnring whether we have sifficent earnings and profits to cause the distribution to be a dividend for United States federal a-come tax prposes. However andends lId are effective/ connected with the conduct of a trade a business within the United States by a non-U S holder generally MI not be %Med to such wahnoiding tax provided certain certliCation and disclosure requremeres are satisfied (including the WOWS= of a property Carpeted IRS Form W-8 ECI or drier applicable form) Instead unless an applicable income tax treaty provides otherwise, such diodeneet wet generally be subsea to United States federal icon tax on a net interne bond n the same manner as if the non.0 S Pokier **real/Med States person as defiled under the Code A corporate non-U.S holder may be subsea loan additional 'branch profits tax' at a role of 30% on its earnings and profits (ttbiect to adjustments) that are effectwety connected with its conduct of a United States trade or busiress (unless an applicable Merle tax treaty provides otherwise) A non-U.S holder of shares of our pass A common stale woo wishes todaim the bereft of an applicable treaty rate fa dmclends we be requred (a) to complete IRS Form VV-8BEN cr WSSEN-E (or other applicable lam) and certify under welly of pantry that such holder ts not a United States person as defined under the Code and is digit* for treaty tonere.of (b) if stares of our Class A concsan stock are held though certain fixer intornedianes. satisfy the relevant certication requremenbi of applicable United Stein Treasury regulabons AnonU.S kidder whO provides is, Our paying agent or other apple:ape withhold% agent with an IRS Form YeSSEN, 8BEN.E. WSECI or other form must update the form or sttmt a new form, as applicable. if such prey:vasty delivered form expres or if there is a change n circumstances that makes any inforrnabon on such form irCarect Special centicabOn and Other requremerts apply to certain non-U.S holders thS1 are pass-through sites lather than corporations or individuals R K costae that a Ostnation made to a non-U S holder rrey be subect to over-withholding because. for example. at the time of to castnbuban we a the relevant withholding agent may not be able to determine how much of the &unbuttonconcedes dmdercls or the proper dcourrereation es/at:tering the benefits of ant applicable treaty has rot been property supplied If there is any over-withholding on distributors made to a ron-U S holder. such non-U S. holder may attain a refund of the over- withheld arrant by timely hang an 298 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-0058263 CONFIDENTIAL SDNY_GM_00204447 EFTA01366735