EFTA01381327

Form S-I Table of Contents UNDERWRITING The selling stockholders arc offering shares of common stock described in this prospectus through a number of undenvritcrs. J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC arc acting as joint book-running managers of the offering and J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives of the underwriters. We and the selling stockholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement. the selling stockholders have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table: Name J.F. Morgan Securities I.LC Citigroup Global Markets Inc. Barclays Capital Inc. Deutsche Bank Securities Inc. Morgan Stanley & Co. I.I.0 Wells Fargo Securities, 1.1.0 LOYAL3 Securities, Inc. Total Number of Shares The underwriters arc committed to purchase all the common shares offered by the selling stockholders if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-dcfaulting underwriters may also be increased or the offering may be terminated. The underwriters propose to offer the common shares being sold by the selling stockholders directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of S per share. Any such dealers may resell shams to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. After the initial public offering of the shams, the offering price and other selling terms may be changed by the underwriters. We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act. Option to Purchase Additional Shares The underwriters have an option to buy up to additional shares of common stock from the selling stockholders to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. Any shares purchased by the underwriters will be allocated among the selling stockholders on a pro rata basis bawd on the number of shares such selling stockholder has agreed to sell pursuant to the over-allotment option. If any shares arc purchased with this over-allotment option. the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shams of common stock arc purchased, the underwriters will offer the additional shares on the same terms as those on which the shares arc being offered. 129 httplAvww.sec.gov/Arehivestedgar/datatl609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080216 SDNY GM_00226400 EFTA01381327