EFTA01366395.pdf

will constitute "qualified dividends- that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with icapect to the common stock described in this prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the cam may be. Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition ofCommon Stock and Warrants. Upon a sale or other taxable disposition of our common stock or warrants which, in general. would include a redemption of common stock or warrants as described below, and including as a result of a dissolution and liquidation in the event we do not consummate an initial business combination within the required time period, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder's adjusted tax basis in the common stock or warrants. Any such capital gain or loss generally will be long-tern capital gain or loss if the U.S. holder's holding period for the common stock or warrants so disposed of exceeds one year. It is unclear, however. whether the redemption rights with respect to the common stock described in this prospectus may suspend the running of the applicable holding period for this purpose. Long-term capital gains nxiognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. Generally. the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition (or. if the common stock or warrants arc held as part of units at the time of the disposition. the portion of the amount realized on such disposition that is allocated to the common stock or the warrants based upon the then fair market values of the common stock and the warrants included in the units) and (ii) the U.S. holder's adjusted tax basis in its common stock or warrants so disposed of. A U.S. holder's adjusted tax basis in its common stock or warrants generally will equal the U.S. holder's acquisition cost (that is, as discussed above. the portion of the purchase price of a unit allocated to a sham of common stock or warrant or, as discussed below, the U.S. holder's initial basis for common stock received upon exercise of warrants) less, in the case of a sham of common stock, any prior distributions treated as a return of capital. Redemption ofCommon Stock. In the event that a U.S. holder's common stock is redeemed pursuant to the redemption provisions described in this prospectus under "Description of Securities—Common Stock" or if we purchase a U.S. holder's common stock in an open market transaction, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale of the common stock under Section 302 of the Code. If the redemption qualifies as a sale of common stock, the U.S. holder will be treated as described under "U.S. holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and Wan-ants- above. If the redemption does not qualify as a sale 134 of common stock, the U.S. holder will be treated as receiving a corporate distribution with the tax consequences described above under "U.S. holders—Taxation of Distributions". Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder as a result of owning warrants) relative to all of our shares outstanding both before and alter the redemption. The redemption of common stock generally will be treated as a sale of the common stock (rather than as a corporate distribution) if the redemption (i) is "substantially disproportionate" with respect to the U.S. holder, (ii) results in a "complete termination" of the U.S. holder's interest in us or (iii) is "not essentially equivalent to a dividend" with isaptet to the U.S. holder. These tests arc explained more fully below. In determining whether any of the foregoing tests arc satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also shams of our stock that arc constructively owned by it. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. holder immediately following the redemption of common stock must. among other requirements, be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. holder immediately before the redemption. Them will be a complete tcnnination of a U.S. holder's interest if either (i) all of the shares of our stock actually and constructively owned by. the U.S. holder arc redeemed or (ii) all of the shares of our stock actually owned by the U.S. holder arc redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other stock. The redemption of the common stock will not be essentially equivalent to a dividend if a U.S. holder's converon results in a "meaningful reduction- of the U.S. httplAvenrsec.gov/Arehi vas/edger/data/I 643953/000121390015005425412015a2_globalperiner.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057921 CONFIDENTIAL SONY GM_00204105 EFTA01366395