EFTA01366738.pdf

Amendment ;:4 Page 309 of 868 Underwriting (conflicts of interest) A common stock descabed m tin prospectus through a number of indehmters JP Morgan Seosties LLC, Barclays Capital 4. Morgan Stave/ & Co LLC are acing as representatives of the undenvriters We have entered wee an undenvnting agreement with the L.-di:rafters SAoct to the terms and conditons onto tindery/MN agreement. we have agreed to sell to the indermleis. and each underwriter has severalty agreed to purchase, at the p W offerrg pace less the underwriting discounts and commissions and the structunng fee set forth on the coon' page of Ins prospectus. the cumber cr shares listed next to its name in the folk/wing table. Name Number of shares .1P Morgan Secure*. LLC Barclays Caplet Inc °tryout) Global Markets Inc Morgan Stanley Si Co LLC Comma() Sachs & Co Meal Lyrch. Pierce. Fenner & SrMh Incorporated Deutsche Bank Seowities Inc. BTG Pactual US Capital LLC tau BBA USA Securrbes, Inc KOtak Mahndra, Inc SUBIC Nikko Securfies America Inc SG Amerces Secures. LLC Total 58.570.000 The urderwriters are committed to pc/chase Milne shares offered by us if they purchase any shares The underwriting agreement also provides that if an underwriter defaLits the purchase commtmerls of non-defaultrg underwnters may also be increased or the offenrg may be termireted The underwriters propose to offer the shares directly to Ire pudic at the initial public offerrg price set rent an the cower page of this prospectus and to certain dealers at rat price less a concession not in excess of per share Met Ire pubic &Wog of the snares, the ottermg price and other selling terns may be changed by fit uncleivmters Sales of shares made outside of re Unted States may be made by aMiates of the underWritent The uiXtenynteni have informed is that they do rot expect to sell mare than 5% of the shares of Class A common stock in the aggregate to accounts over whch they exercise clecretronary authority. The offenng of tee shares by the underwriters is sutled to receipt and acceptance and subscl to Ire underwriters night to reed any order in whole or in part The underwriters have an opt on to buy up to 8.485.500 addilicral shares d Pass A common stock from is to cover sales of shares by the underwriters which exceed the number of stares specified in the table above The under rtes nave 30 days from the date of the prospects to exercise the option to purchase additional shares It any shares are purchased unlit tin option to purchase addt onal snares. the underwriters will purchase shares in approomately the We proparbon as shown in the tam above if any addaonal shares we purchased the underwnters win offer the addtkral shares on the same terms a those on which the shares are being offered 301 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-0058266 CONFIDENTIAL SDNY_GM_00204450 EFTA01366738