EFTA01365815.pdf

Amendment No. 3 to Form S-I 'fable of Contents USE OF PROCEEDS We estimate that the net proceeds to us from this offering will be approximately $66.9 million, or $77.4 million if the underwriters exercise their option to purchase additional shares in full, basal upon an assured initial public offering price of $17.00 per share of common stock, the midpoint of the price range on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase or decrease in the assumed initial public offering price of $17.00 per share would increase or &crease, respectively, the net proceeds to us from this offering by approximately $4.1 million, assuming the number of shares offered by us, as at( forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering. together with approximately $186.4 million of borrowings under our New Credit Facility (net of $2.5 million in capitalized issuance costs incurred by us in connection with the borrowings under our New Credit Facility), to repay approximately $246.5 million of outstanding indebtedness (inclusive of accrued interest and prepayment fees) under our Senior Credit Facilities and to pay fees and expenses related to our initial public offering and the refinancing of our Senior Credit Facilities. Our Senior Credit Facilities consist of a First Lien Credit Facility and a Second Lien Credit Facility (each as defined herein) as well as a revolving line of credit. Our $224 million First Lien Credit Facility has a maturity date of July 20. 2019 and bears interest at LIBOR plus a spread of 4.00%, with a LIBOR floor of 1.00%. Our $25 million Second Lien Credit Facility has a maturity date of January 20, 2020, and bears interest at LIBOR plus a spread of 9.50%, with a LIBOR floor of 1.50%. Our revolving line of credit has an interest rate of LIBOR plus a spread of 4.00%, with a LIBOR floor of 1.00%, and has a maturity date of July 20, 2017. Affiliates of certain of the underwriters arc lenders under our First Lien Credit Facility and will be repaid with a portion of the proceeds of this offering. Because affiliates of Credit Suisse Securities (USA) LLC and Wells Fargo Securities. LLC are lenders under our First Lien Credit Facility and each will receive 5% or more of the net proceeds of this offering, Credit Suisse Securities (USA) LLC and Wells Fargo Srourities. LLC are each deemed to have a "conflict of interest" under Rule 5121 of the Financial Industry Regulatory Authority, Inc., or FINRA. As a result, this offering will be conducted in accordance with FINRA Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering as the members primarily responsible for managing the public offering do not have a conflict of interest, are not affiliates of any member that has a conflict of interest and meet the requirements of paragraph (1)(12)(E) of FINRA Rulc 5121. Sec "Use of Proem's" and "Underwriting (Conflicts of Interest)." 44 CRIR06502thathlmf6/17/2015 12:26:00 I'MI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056995 CONFIDENTIAL SDNY GM_00203179 EFTA01365815