EFTA01366523.pdf

Amendment #4 Page 94 of 868 Ishii- of ommi, it we are deemed to be company, we may be required to institute burdensome compliance requirements and ow activities may be testrieted, Sikhmay make It difficult tor us to complete strategic acoasitions or effect combinations. It we are deemed to la an investment company under tne wirestment Company Act of 1940 or he • Investrren Company Act, our Witness word be subject to applicable restrictions inter the Investment Company Am, welch could make n impractical fa us to continue our business as contempated IA% behave ow company is net an intestate company under Season 3(b)(1) of the investment Company Act because we are primarily engaged in a nominvestment company business. and we intend to conflict ow operabons so that we will rot be deemed an investment company However, if we were to be deemed an investment company, retentions Maned by the Immanent Company Act, howling !melons an our capital struchre and our ability to transact wt t affeates, cold make it impractical for us to oortnte our bushel as contemplated Market volatility mayaffect the price ofour doss A common stock and the value of your invesbnent Following the completion of this offenng, the market price for our Class A common stock is Hely to be volatile, moan because our shares have not teen previously traded optalidy, No carrot predict the extent to which a trading market wi develop or how squid that market may become. If you purchase shares d cur Class A canon stock es offering, you will pay a price that was not established in the public tracing markets The Ines pubic offering price will be determined by negotiations between the welemriteis and us You may not be able to resell your snares above the natal public offering price and may suffer a loss on you investment in addition, trie market once of our Class A common stock may fluctuate signtlowdi in response to a number of factors, most of welch we cannot weld or control, including general market and economic conies:ire, disruptions, dowrgrades crea evens and perceived problems in the credit markets; actual or anticipated vanabors in our quarterly operating results or dividends, changes in ow investmerr.s or asset composton. write-downs or perceived credit or liquidity issues affectng our assets. market perception of ow Sponsor, our business and ow assets our level of indebtedness ardor adverse market reaction to any 'ridable:hese we ncur n Ole fUture. cur ability to raise capital on favorable terms a at al loss of arty major turchrg source ire terrnrat on of the Management Services Ageement or additions a departures of our Sponsors key personnel. oranges n market valuators cf similar power generaton companies, and speculation in the press or investment community regarding us or our Sponsor In addition securities manwts in general have eipererced extreme voatility that Nis often been unrelated to tra operating performance of particular companies Any broad market fluctuations may adversely affect the trading price ot Ott pass A common stock We are a "controlled company," controlled by our Sponsor, whose interest in ow business may be different from was or yews. Each stare of our Class B common stock wit entitle our Sponsor a its controlled affiliates to 100 votes on matters presented to our stockholders genersty Folowing the completion of thiS offering our Sponsor wi own all of our Class Gammon stock representing 38 8% of our Class A common stock Can B common stock and Class Bt common stock on a combined bass and representng approximate/ 984% of our combined votng power, based on tre assumptions set forth in 'Summary—The offenng—Cedars assumptions.' including no exercise by the undenwiters of then opton to purchase additional shares Therefore. our Sponsor wi control a majority of the vole on al matters *Mantled to a vote of the stockholders imluding the election of ow directors, for the foreseeable flume following this offering even if its ownentip of our Class B common stock represents less than 5O% of the outstanding Class A common stock Class B common stock and Class BI 86 http://cfdocs.btogo. corn:27638/cf/dna/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0058051 CONFIDENTIAL SDNY_GM_00204235 EFTA01366523