EFTA01366529.pdf

Amendment #4 Page 100 of 868 ItittIrtdretttents Risks related to to anon in &Oboe to rearing the following risk factors, d yon am a nen-Ci S investor. please teed -Material timed States federal mom° lax consequences to non-U S hollers" kir a more oo mpfeteOleossion ce the tepeCted main tinted States federal income tax consequences of wining and cbsposAng d snares of our Crass A common stock Our haute tax liability may be greeter Man =pettedif we do not generate NOLs sufficient to offset taxable income. We expect to generate NOLs and Na carrybrwards mai we can 'Arlize to offset an bit an insgmfoant portion of our future taxable income Based on our wren portfolio of assets and the protected all:cations of depreciation and amortization deductions, and subect to tax obligators resulting from potential tax &Jots we do not expect to pay sgnficant United Stales federal income lax ri the near term However, in the event these losses ate rot generated as expected are successfully chatenged by the RS (in a tax melt or otherwise). or are sittecl to tutus lentations as a result of an 'ownership change' as discussed below as ability to realize these futue tax tenet es may be limited Any such reducton imitator', or crolerge may result in a material increase n our estimated fultre income tax tatttly and may negatively impact Ott business financial condition and operating results Our abilityto use NOLs tO offset future Income may be limited. Our ability to use NOLs generated in the fain cotid be stbstantolly limited a we were to experience an 'ownership change' as defined under Section 382 of the United States Internal Revenue CO* Of 1986. as amended. or the 'Code' In general an ownership change moss if the aggregate stock ownership of certain holders (generally 5% holders appying certain looltthrctigh and aggregation rules) noreases by more than 50% over such holders' lowest percentage ownership over a *ling ltree-year period I a corporation undergoes an o.vrership change its ability to use its pre-change NOL canytorwards and otter pre-change deferred lax attributes to offset its post- change income and taxes may tie limited Store Sales Of Ott Class A common stock by SunEMSOn as wen as Mule iSSuanCeS by us could Contribute to a potential ownership stance A valuation allowance maybe required for oar *tempd tax assets. Our expected NOLs will be reflected as a deferred tax asset as they are generated until United to offset income Valuation allowances may need to be maintained for deferred tax assets that we estimate are mare likely than rot to be urreaszable based co available evidence at the am, the estimate is made Valuation allowances related to deterred tax assess can be elected by Changes to tax laws Statutory tax rates and figure taxable :ncorne levels and based on iripLe from our auditors tax advisors or regulatory autM•iies In the event that we were to determine that we mould not De able to rem all or a portion of ott net deferred tax assets in the futile, we wood reduce such amounts through a charge to er-orre lax expense in the perod in when I Nat determination was made which could have a material adverse impact en oil financial condtion and results of operations and our ability to maintan prcertablity. Distributions to holders of our Class A common stock may be taxable as {addends. If we make drstritactions from current or accurniated earnings and profKs as carolled for tinted States federal room° tax purposes. such distributions wll generally be taxable to holders of our Class A common stock en the current periOd as Ordinary dwidend income for Unted Slates federal income tax purposes eligible LEV., curert law for the lower tax rates applicable to qualified dividend woomectroncomorate taxpayers While we expect that a portion of ois distributions to holders of our Class A common stock may exceed ors current and accumulated earnings and crofts as comckted for United States federal ncome tax purposes and therefore constitute a non. taxable return of capital to the extent of a holders basis in our Chars A common stock no entrance can be given that this will occur 92 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-0058057 CONFIDENTIAL SDNY_GM_00204241 EFTA01366529