EFTA01382615.pdf

S- I/A Table of Conteoti • the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation or governmental investigations; guidance. if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; • the development and sustainability of an active trading market for our stock; changes in accounting principles; and • other events or factors, including those resulting from system failures and disruptions, natural disasters, war, acts of terrorism or responses to these events. Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. Because we have no plans topay cash dividends on our Class A common stockfor theforeseeablefuture, you may not receive any return on investment unless you sellyour Class A common stockfor a price greater than yourpurchaseprice. We do not expect to pay any cash dividends on our Class A common stock for the foreseeable future. We currently intend to retain any additional future earnings to finance our operations and growth. including the repayment of our outstanding indebtedness. Going forward, any decision to pay cast dividends or other distributions on our Class A common stock will be at the discretion of our Board and will depend on our earnings, fmancial condition, operation results, capital requirements, and contractual, regulatory• and other restrictions on the payment of dividends by us or by our subsidiaries to us. and other factors that our Board deems relevant. See "Dividend Policy." As a result, you may not receive any return on an investment in our Class A common stock unless you sell our Class A common stock for a price greater than your purchase price. If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline. The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry•, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts stop covering us or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline. Transformation into a listedpublic company will increase our costs andmay disrupt the regular operations ofour business Since 2007, we have operated as a privately owned company and we expect to incur additional legal. regulatory. finance, accounting, investor relations and other administrative expenses as a result of having 32 httplrnivw.see.gov/Archivecledgar/datant83980/000119312515334479/(B1022dsla.htmil0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082048 CONFIDENTIAL SDNY GM_00228232 EFTA01382615