EFTA01381326

Form S-I Table of Contrail will constitute a return of capital and first be applied against and reduce a non-U.S. Holder's adjusted tax basis in its common stock. but not below zero. Any excess will be treated as capital gain and will be treated as described below under "Gain on Disposition of Common Stock." Dividends paid to a non-U.S. Holder of our common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if required by an applicable income tax treaty. are attributable to a United States permanent establishment) arc not subject to the withholding tax, provided certain certification and disclosure requirements ate satisfied. Instead, such dividends arc subject to United States federal income tax on a net income basis generally in the same manner as if the non- U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends receives' by a foreign corporation may be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. Holder of our common stock who wishes to claim the benefit of an applicable income tax treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable Internal Revenue Service Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries. to satisfy the relevant certification requirements of applicable United States Treasurys regulations. Special certification and other requirements apply to certain non-U.S. Holders that are pass-through entities rather than corporations or individuals. A non-U.S. Holder of our common stock eligible for a reduced rate of United States federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for a refund with the Internal Revenue Service. Gain on Disposition of Common Stock Any gain realized on the disposition of our common stock generally will not be subject to United States federal income tax unless: • the gain is effectively connected with a trade or business of the non-U.S. Holder in the United States (and, if required by an applicable income tax treaty. is attributable to a United States permanent establishment of the non-U.S. Holder); • the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that dispositi and certain other conditions are met; or • we are or have been a "United States real property holding corporation" for United States federal income tax purposes during a specific period. An individual non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain generally in the same manner as if it were a United States person as defines' under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments. We have not determined whether we are a "Unit's' States real property holding corporation" for United States federal income tax purposes. Even if we are or were to become a United States real property holding corporation. gain arising from the sale or other taxable disposition by a non-U.S. Holder of our common stock will not be subject to United States federal income tax if our common stock is treated as regularly traded on an 127 httruwww.sec.gov/Archivectedgar/datat I 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080214 SDNY GM_00226398 EFTA01381326