EFTA01366734.pdf

Amendment #4 Page 305 of 868 Material United States federal income tax consequences to non-U.S. holders • . ...'matenaf Umtea . • . ',crossed aeratezax COnsequanCeS 70 ncti.0 S facdclers, asdwned tabs. of the pumnase • v., j'•••• CY air Class A ccn]r • • .:••• a as date of rho prospectus Tres summary doefs onfy w Th snares Of common stock purchased in Ins ceo,mg tn.x yo aid as cap,zar assets (generally p'opoly nee, for mvestment) bye non-U S nordar Fa purposes of this dscussion. a 'ncn-U S holder' means a benefice' owner ci shares ci our Class A common stock that is. for tinted States federal income tax purposes. an indnickel. corporation, estate or trust but is not any of the following. • an indweksal who is a citizen or resident of tre tinted States, • a corporation (or any Ether nay treated as a caporaton for United Stales federal ncorte tax purposes) created or organized under the laws of the united States, arty state thereof Cr the District or Columba, • an estate ten income of wroth is subject to tinted States federal axone taxation regardless of es source. or • a trust a it 1hs titled to the primary supervision of a court within the United States and one a more United Slates persons have the authority to control substartel decisions ce tie trust or (2) has a valid election in ant under applicable United States Treasury reputations to be treated as a United States person for United States federal acorns tax purposes. II any entity or arrangement treated as a partnership for United States federal score tax purposes holds shares of our Class A common stock. the tax treatment of a partner in such pannershogenecely will depend Won tre status of the partner and the actreities of the partner and the pannershep If you are a partner of 8 partnership oorsidenng an immanent in shares of our Class A common stock you shad consult your own tax advisors Ths summary IL based upon the Code, applicable tinted Slates Treasury regulabons. rulings and other administrates pronouncements. and Judicial decor nit. all as of the date of this prospectus Those authorities are suttect to different riterpretaticon and may be changed, perhaps retroactively. so as to result in United States federal income tax consequences different from I lose summanzed below We cannot assure you that a change n law will not alter significantly the tax considerations described in this summary The summary does rot address al aspects of United States federal income and estate taxes and does net deal with forego state. local, alternative minimum a otter tax corsiclerabons that may be relevant to non-U S holders in 'Pint of their particular circumstances In addition this summary does not represent a detailed descnpbon of the United States federal income and estate tax consequences applicable to you rf you are subject to special treatment under tie United States federal income tax laws (induirg a you are a tinned Slates expatnate. financial nsbtuton insurance compani, taxexempt aganzaton dealer n secunbes, broker, 'controlled foreign corporation,"passive foreign neestrrent company.' a pannership or otter passMmugh entry for tinted States federal income tax purposes (or an investor in such a pass-Inough entity). a person who acqured shares of our Class A common stock as compensation a otherwise n connection with the performance of services. or a person who has acquired shares ci our Class A Carmen stock as part of a stradde, hedge. conversion transaction or other integrated investment) We have not sought and will not seek any rulings from the IRS regsrdng the matters discussed below There can be no assurance that the IRS will not take pi:snore concerning the tax consequences of tte ownershp or disposition of stares of our Class A common stock that differ from those discussed below 2W http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058262 CONFIDENTIAL SDNY_GM_00204446 EFTA01366734