Amendment No. 1 to Form S-1
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`S-1/A 1 d502777ds1a.htm AMENDMENT NO. 1 TO FORM S-1
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`Table of Contents
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`As filed with the Securities and Exchange Commission on April 26, 2013
`
`Registration No. 333-187455
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`Amendment No. 1
`to
`FORM S-1
`REGISTRATION STATEMENT
`UNDER
`THE SECURITIES ACT OF 1933
`
`WP PRISM INC.*
`
`(Exact name of registrant as specified in its charter)
`
`Delaware
`(State or other jurisdiction of
`incorporation or organization)
`
`3851
`(Primary Standard Industrial
`Classification Code Number)
`Global Eye Health Center
`1400 North Goodman Street
`Rochester, NY 14609
`(585) 338-6000
`(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
`
`26-1188111
`(I.R.S. Employer
`Identification No.)
`
`A. Robert D. Bailey, Esq.
`Executive Vice President, General Counsel and Secretary
`WP Prism Inc.
`Global Eye Health Center
`1400 North Goodman Street
`Rochester, NY 14609
`(585) 338-6247
`(Name, address, including zip code, and telephone number, including area code, of agent for service)
`
`(Copies of all communications, including communications sent to agent for service)
`Jeffrey D. Karpf, Esq.
`William V. Fogg, Esq.
`Cleary Gottlieb Steen & Hamilton LLP
`Craig F. Arcella, Esq.
`One Liberty Plaza
`Cravath, Swaine & Moore LLP
`New York, NY 10006
`Worldwide Plaza
`825 Eighth Avenue
`(212) 225-2000
`New York, NY 10019
`(212) 474-1131
`
`Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
`If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933
`check the following box (cid:133)
`If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
`Securities Act registration statement number of the earlier effective registration statement for the same offering. (cid:133)
`If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
`registration statement number of the earlier effective registration statement for the same offering. (cid:133)
`If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
`registration statement number of the earlier effective registration statement for the same offering. (cid:133)
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
`definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
`Accelerated filer
`Large accelerated filer (cid:133)
`
`(cid:133)
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`SENJU EXHIBIT 2237
`INNOPHARMA v SENJU
`IPR2015-00903
`
`

`
`Amendment No. 1 to Form S-1
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`Page 2 of 379
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`Non-accelerated filer (cid:95) (Do not check if a smaller reporting company)
`
`Smaller reporting company (cid:133)
`
`The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
`file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
`Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said
`Section 8(a), may determine.
`* WP Prism Inc is the registrant filing this Registration Statement with the Securities and Exchange Commission Prior to the date of the effectiveness of the
`Registration Statement, WP Prism Inc will be renamed Bausch & Lomb Holdings Incorporated The securities issued to investors in connection with this offering
`will be shares of common stock in Bausch & Lomb Holdings Incorporated
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`Amendment No. 1 to Form S-1
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`Table of Contents
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`The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these
`securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is
`not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or
`sale is not permitted.
`
`PROSPECTUS
`
`Subject to Completion
`Preliminary Prospectus dated April 26, 2013
`
` Shares
`
`Bausch & Lomb Holdings Incorporated
`Common Stock
`
`This is an initial public offering of common stock of Bausch & Lomb Holdings Incorporated. We are selling
`shares of our common stock. After this offering, affiliates of Warburg Pincus LLC and certain other investors, including
`members of our management, will own approximately % of our common stock, or % if the underwriters’
`overallotment option is fully exercised.
`
`No public market currently exists for our common stock. The estimated initial public offering price is between $
`and $ per share. We intend to apply to list our common stock on the under the symbol “ ”.
`
`Investing in our common stock involves risks. See “Risk Factors” beginning on page 13.
`
`Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
`these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
`offense.
`
`Public offering price
`Underwriting discount
`Proceeds to us (before expenses)
`(1)
`
`Per Share
`$
`$
`$
`
`Total
`
`$
`$
`$
`
`(1) See “Underwriting (Conflicts of Interest)” for a description of compensation payable to the underwriters in connection
`with this offering.
`
`The selling stockholders identified in this prospectus have granted the underwriters the right to purchase for a period of
`30 days up to additional shares of our common stock at the public offering price, less the underwriting discount, for
`the purpose of covering overallotments, if any. We will not receive any proceeds from the sale of shares by the selling
`stockholders.
`
`The underwriters expect to deliver the shares of common stock to investors on or about , 2013.
`
`J.P. Morgan
`
`BofA Merrill Lynch
`
`Citigroup
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`Amendment No. 1 to Form S-1
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`Page 4 of 379
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`Barclays
`
`Credit Suisse
`
`Goldman, Sachs & Co.
`
`Morgan Stanley
`
`UBS Investment Bank
`
`The date of this prospectus is , 2013.
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`Amendment No. 1 to Form S-1
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`Table of Contents
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`We are responsible for the information contained in this prospectus and in any related free-writing prospectus
`we may prepare or authorize to be delivered to you. Neither we, the selling stockholders nor the underwriters have
`authorized anyone to give you any other information, and neither we, the selling stockholders nor the underwriters
`take any responsibility for any other information that others may give you. Neither we, the selling stockholders nor
`the underwriters are making an offer of these securities in any jurisdiction where the offer is not permitted. You
`should not assume that the information contained in this prospectus is accurate as of any date other than the date on
`the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock.
`
`TABLE OF CONTENTS
`
`Prospectus Summary
`Risk Factors
`Special Note Regarding Forward-Looking Statements
`Use of Proceeds
`Dividend Policy
`Capitalization
`Dilution
`Selected Historical Consolidated Financial Data
`Unaudited Pro Forma Condensed Consolidated Financial Information
`Management’s Discussion and Analysis of Financial Condition and Results of Operations
`Business
`Management
`Compensation Discussion and Analysis
`Certain Relationships and Related Party Transactions
`Principal and Selling Stockholders
`Description of Capital Stock
`Shares Eligible for Future Sale
`Material U.S. Federal Income and Estate Tax Considerations to Non-U.S. Holders
`Underwriting (Conflicts of Interest)
`Legal Matters
`Experts
`Glossary of Industry and Other Terms
`Where You Can Find More Information
`Index to Financial Statements
`
`1
`13
`39
`41
`42
`43
`45
`47
`49
`57
`89
`118
`126
`149
`152
`155
`158
`160
`163
`171
`171
`172
`174
`F-1
`
`We have a number of registered marks in various jurisdictions (including the United States), and we have applied to
`register a number of other marks in various jurisdictions. The trademarks of Bausch & Lomb Holdings Incorporated and its
`subsidiary companies are italicized throughout this prospectus. See “Business—Intellectual Property.” All other brands or
`product names are trademarks of their respective owners.
`
`i
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`PROSPECTUS SUMMARY
`
`This summary highlights information contained elsewhere in this prospectus. It may not contain all the information
`that may be important to you. You should read the entire prospectus carefully, including the section entitled “Risk
`Factors” and our financial statements and the related notes included elsewhere in this prospectus, before making an
`investment decision to purchase shares of our common stock.
`
`Unless the context suggests otherwise, references in this prospectus to “Bausch + Lomb,” the “Company,” “we,”
`“us,” and “our” refer to Bausch & Lomb Holdings Incorporated and its consolidated subsidiaries. See “—Corporate
`and Other Information” below for more information. References in this prospectus to “Warburg Pincus” refer to
`Warburg Pincus LLC. For certain industry and other terms, please refer to the section entitled “Glossary of Industry
`and Other Terms” beginning on page 172. The historical financial statements of Bausch & Lomb Holdings
`Incorporated included in this prospectus have been prepared in accordance with generally accepted accounting
`principles in the United States (“GAAP”).
`
`Our Company
`
`We are a leading global eye health company. We are solely focused on protecting, enhancing and restoring
`people’s eyesight. Over our 160-year history, Bausch + Lomb has become one of the most widely recognized and
`respected eye health brands in the world. We globally develop, manufacture and market one of the most comprehensive
`product portfolios in our industry. Our ability to deliver a broad, complementary portfolio of products to eye care
`professionals, patients and consumers enables us to address a full spectrum of eye health needs.
`
`Through our three business units—pharmaceuticals, vision care and surgical—we offer products such as branded
`and generic prescription ophthalmic pharmaceuticals, over-the-counter (“OTC”) ophthalmic medications, ophthalmic
`nutritional products, contact lenses and lens care solutions, as well as products that are used in cataract, vitreoretinal,
`refractive and other ophthalmic surgical procedures. Our sales organization of over 3,700 employees markets our
`diversified product portfolio of more than 300 products in over 100 countries. For the year ended December 29, 2012,
`we generated net sales of $3.0 billion, a net loss of $68.3 million and Adjusted EBITDA of $643.1 million. See
`“—Summary Historical Consolidated Financial Data” for our definition of Adjusted EBITDA, why we present
`Adjusted EBITDA and a reconciliation of our Adjusted EBITDA to net loss.
`
`The global eye health market is large, dynamic and growing. We estimate that this market will grow from $36
`billion of sales in 2011 to more than $48 billion of sales in 2017, at a compound annual growth rate (“CAGR”) of
`approximately 5%. We believe growth will be driven by multiple factors and trends, including an aging global
`population, the rapid growth of the middle class in emerging markets, the increasing global prevalence of diabetes,
`which has a strong correlation with severe ocular conditions, advancements in technology and innovation, which create
`the opportunity to address previously undertreated conditions, and the resilience of the eye health market to volatility
`and government reimbursement pressures. As a result, there is growing demand for eye health products and services
`across each of the three business segments in which we compete.
`
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`Our Ongoing Business Transformation
`
`Since 2007, we have been executing an operational and financial transformation. When we became a private
`company in 2007, we had just completed a two-year financial restructuring and the global recall of a contact lens
`solution with MoistureLoc and were experiencing a number of other challenges, including organizational inefficiencies.
`Our transformation began with our acquisition by investment funds affiliated with or managed by Warburg Pincus LLC
`and Welsh, Carson, Anderson & Stowe (the “Principal Stockholders”). It was accelerated with the arrival of our current
`management team in 2010 and the implementation of a multi-year turnaround plan that we refer to as the “Action
`Agenda,” which consists of three distinct phases: “Strengthen and Build,” “Accelerate” and “Breakthrough.” We are
`currently in the Accelerate phase—about midway through our turnaround plan. As a result of our work to date, we have
`strengthened our business, increased revenue growth and expanded margins by:
`•
`Developing a unified and streamlined global business model
`•
`Investing in global commercial and manufacturing capabilities
`•
`Expanding geographically in developed and emerging markets
`•
`Creating a differentiated approach to new product innovation
`
`Through these and other actions, our net sales have grown from $2,576.9 million in 2010 to $3,037.6 million in
`2012 (a CAGR of 9%), our net loss has declined from $193.0 million in 2010 to $65.4 million in 2012 and our Adjusted
`EBITDA has grown from $471.9 million in 2010 to $643.1 million in 2012 (a CAGR of 17%). See “—Summary
`Historical Consolidated Financial Data” on page 9 for a reconciliation of our Adjusted EBITDA to net loss. We believe
`our investments in sales, marketing and new product development provide the foundation upon which we will further
`drive the continued transformation of our company.
`
`Our Competitive Strengths
`
`•
`
`We believe our sole focus on eye health and our following strengths provide us with a number of long-term
`competitive advantages:
`Diversified revenues and limited public pay exposure. Our product portfolio contains more than 300 products
`•
`and our net sales in 2012 were balanced across several geographies. Our varied distribution channels ranging
`from individual eye health practitioners to pharmacies to hospitals help us reach a broad set of customers. As a
`result, no one product or customer comprises a significant part of our business. In addition, in 2012
`approximately 80% of our net sales were private (non-governmental) pay.
`Global reach, scale and emerging market strength. We have an industry-leading global footprint with a
`worldwide sales organization of more than 3,700 employees and products sold in more than 100 countries
`around the world. Emerging markets represented 25% of our net sales for 2012 and we believe we are well-
`positioned in several principal emerging markets, including Brazil, China, India and Russia.
`Strong pipeline and sustainable new product flow. As a result of our new approach to innovation, we believe
`we have created the strongest pipeline of products in the history of our company. We have been able to build a
`balanced and robust pipeline of late, mid and early stage programs across all three of our business units, and
`we expect our new approach to maximize our return on the capital we invest in innovation.
`Globally recognized brand with 160-year heritage. Bausch + Lomb has long been associated with the most
`significant advances in eye health, and we believe our brand is synonymous with eye care among consumers
`and professionals around the world. Over the past several years, we have continued to invest in our company
`and product brands.
`
`•
`
`•
`
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`•
`
`Proven executive leadership and a highly motivated workforce. Over the last few years, we have assembled a
`very experienced and accomplished senior management team and other executives comprised of Bausch +
`Lomb, industry and regional veterans and have refocused our workforce on customers and modeled and
`rewarded high-performance behaviors. Our senior management team, which consists of 15 executives, has an
`average of 20 years of healthcare industry experience.
`
`Our Growth Strategy
`
`•
`
`•
`
`We intend to continue to grow our business by pursuing the following core strategies:
`Increase global reach of existing product portfolio. We will continue our efforts to bring all three of our
`•
`business units into commercially viable markets where one or more of our business units already have critical
`infrastructure in place. We also intend to use our growing global regulatory and commercial capabilities to
`accelerate the approvals and launches of new and existing products in markets where they have significant
`potential.
`Leverage the shared strengths of our business units. We will continue to leverage the combined expertise,
`market presence and customer relationships of our three business units to maximize product development and
`sales and marketing opportunities. Recently launched initiatives, such as a single Customer Relationship
`Management (“CRM”) platform and the cross-selling benefits that have arisen as a result, have produced and
`we expect will continue to produce significant opportunities.
`Access and deliver innovative new products and expand our pipeline. We believe that our substantial
`pipeline investments over the past several years will result in significant new product flow across each of our
`business units. We believe that our current launch and late stage pipeline, which includes next generation
`silicone hydrogel contact lenses and a laser-guided cataract surgery platform, targets market opportunities
`exceeding $1.4 billion.
`Build on existing strength in emerging markets. Net sales attributable to emerging markets (such as China,
`Brazil, Poland, India, Turkey and Russia) grew 11% in 2012. We expect that our long operating history in
`these countries, strong brand, existing infrastructure, growing direct presence and country specific product
`portfolio will make us well positioned in these highly attractive markets.
`Focus on our partnership with customers. Our goal is to utilize our singular focus on eye health to better
`understand the changing needs of our customers. We will continue to invest in initiatives that bring us closer
`to our customers, such as partnering with them to develop our future products, clinician training, sales and
`marketing efforts and customer service.
`Leverage infrastructure investments to improve operating margins and cash flow. With the organizational
`and infrastructure investments made over the last several years, we believe we have a global platform that can
`support continued expansion across developed and emerging markets. Our operational efficiency programs
`have generated approximately $300 million in annualized savings, which have been partially reinvested in
`customer-facing personnel and activities, and we will continue to implement efficiency initiatives in recently
`acquired businesses.
`
`•
`
`•
`
`•
`
`Recent Developments
`
`On March 15, 2013, our board of directors declared a cash dividend of $7.40 per share on our outstanding common
`stock, resulting in total distributions to our stockholders of $772 million ($758 million to our Principal Stockholders and
`$14 million to our other stockholders). We refer to this cash dividend as the “March 2013 Dividend.” The March 2013
`Dividend was payable March 19, 2013. Our board of directors decided to pay the March 2013 Dividend based on
`factors such as returning value to our Principal Stockholders, our strong business
`
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`performance and our capability to incur additional indebtedness without negatively impacting our business. Timing of
`the dividend was driven by the then favorable credit environment, which enabled the financing to be completed at an
`attractive cost with flexible terms.
`
`On March 19, 2013, we borrowed $700 million under a new senior unsecured term loan facility. On the same date,
`our wholly owned operating subsidiary borrowed $100 million under its revolving credit facility and subsequently
`distributed $83 million to us. We refer to these borrowings as the “March 2013 Financing.” The declaration and
`payment of the March 2013 Dividend was financed by the March 2013 Financing. We expect to use a substantial
`portion of the net proceeds from this offering to repay the $700 million borrowed under the senior unsecured term loan
`facility in the March 2013 Financing. See “Use of Proceeds.”
`
`In connection with the payment of the March 2013 Dividend and this offering, we modified or will modify, as
`applicable, on or shortly following the closing of this offering, the terms of certain stock-based compensation awards
`held by current and former employees and directors, including (1) by making a cash payment in respect of, and
`adjusting the exercise price of, certain vested time-based stock options, (2) by reducing the exercise price of all other
`stock options, (3) in respect of the outstanding restricted stock, by adjusting the market-based vesting condition and
`paying dividends subject to the underlying vesting conditions and (4) by making a cash payment to cancel, and granting
`replacement stock options in respect of, certain performance-based stock options. See “Compensation Discussion and
`Analysis—Changes Following the Completion of this Offering—Adjustments to Equity Awards.”
`
`Over the past several years, we have made several acquisitions and investments. In January 2013, we purchased all
`the remaining outstanding shares in Technolas Perfect Vision GmbH (“TPV”), one of our joint ventures. The TPV team
`joined our surgical business, and its femtosecond and excimer laser platforms for cataract and refractive surgery
`broadened our already robust product portfolio and new product pipeline. In June 2012, we completed our acquisition of
`ISTA Pharmaceuticals, Inc. (“ISTA”), a leading pharmaceutical company and manufacturer of topical eye medicines in
`the United States. Our acquisition of ISTA added a portfolio of non-steroidal anti-inflammatory, allergy, glaucoma and
`spreading agents to our existing prescription ophthalmology and OTC eye health products. In December 2011, we
`acquired all outstanding stock of Laboratorio Pförtner Cornealent SACIF, the controlling entity of Waicon, which is the
`Argentinean market leader in contact lenses and lens care products.
`
`Our Principal Stockholders
`
`Following the completion of this offering, the Principal Stockholders will own approximately % of our common
`stock, or % if the underwriters’ overallotment option is fully exercised. Investment funds affiliated with or managed
`by Warburg Pincus will own approximately % of our common stock, or % if the underwriters’ overallotment
`option is fully exercised, and investment funds affiliated with or managed by Welsh, Carson, Anderson & Stowe
`(“WCAS”) will own approximately % of our common stock, or % if the underwriters’ overallotment option is fully
`exercised.
`
`Warburg Pincus LLC is a leading global private equity firm focused on growth investing. The firm has more than
`$30 billion in assets under management. Its active portfolio of more than 125 companies is highly diversified by stage,
`sector and geography. Warburg Pincus is an experienced partner to management teams seeking to build durable
`companies with sustainable value. Founded in 1966, Warburg Pincus has raised 13 private equity funds which have
`invested more than $40 billion in approximately 650 companies in more than 30 countries. The firm is headquartered in
`New York with offices in Amsterdam, Beijing, Frankfurt, Hong Kong, London, Luxembourg, Mauritius, Mumbai, San
`Francisco, Sao Paulo and Shanghai. After this offering, Warburg Pincus will indirectly own shares sufficient for the
`majority vote over fundamental and significant corporate matters and transactions. See “Risk Factors—Risks Related to
`Our Organization and Structure.”
`
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`Corporate and Other Information
`
`Our business was founded in 1853 and incorporated in the State of New York in 1908 (“Old Bausch + Lomb”).
`From December 1958 to October 2007, Old Bausch + Lomb’s common stock traded under the symbol “BOL” on the
`NYSE and was registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In October
`2007, Old Bausch + Lomb de-listed its common stock from the NYSE and terminated its registration under the
`Exchange Act in connection with its acquisition by the Principal Stockholders. To effect the acquisition, a subsidiary of
`a Delaware corporation wholly owned by the Principal Stockholders merged with and into Old Bausch + Lomb. Old
`Bausch + Lomb continued as the surviving company after the merger.
`
`Prior to the effectiveness of the registration statement of which this prospectus is a part, the Delaware corporation
`was renamed Bausch & Lomb Holdings Incorporated (“New Bausch + Lomb”). New Bausch + Lomb is the registrant
`that has filed the registration statement of which this prospectus is a part with the Securities and Exchange Commission
`(“SEC”). Old Bausch + Lomb, which is the operating entity, is a wholly owned subsidiary of New Bausch + Lomb.
`Unless the context suggests otherwise, references in this prospectus to “Bausch + Lomb,” the “Company,” “we,” “us,”
`and “our” refer to New Bausch + Lomb and its consolidated subsidiaries, which includes Old Bausch + Lomb.
`
`Our executive offices are located at Global Eye Health Center, 1400 North Goodman Street, Rochester, New York
`14609 and our telephone number is (585) 338-6000. Our Internet website address is www.bausch.com. Information on,
`or accessible through, our website is not part of this prospectus. We have included our website address only as an
`inactive textual reference and do not intend it to be an active link to our website.
`
`Risk Factors
`
`Investing in our common stock involves a high degree of risk. These risks are discussed in more detail in “Risk
`Factors” beginning on page 13, and you should carefully consider these risks before making a decision to invest in our
`common stock. The following is a summary of some of the principal risks we believe we face:
`•
`the impact of competition and new medical and technological developments in our markets;
`•
`failure to yield new products that achieve commercial success;
`•
`enactment of new regulations or changes in existing regulations related to the research, development, testing
`and manufacturing of our products;
`failure to comply with post-approval legal and regulatory requirements for our products;
`further concentration of sales with large wholesale and retail customers or fluctuations in their buying
`patterns;
`failure to maintain our relationships with healthcare providers who recommend our products to their patients;
`product recalls or voluntary market withdrawals;
`interruptions to our manufacturing operations, distribution operations or supply of materials from independent
`suppliers;
`international operations risks associated with conducting the majority of our business outside the United
`States; and
`changes in market acceptance of our products due to inadequate reimbursement for such products or
`otherwise.
`
`•
`•
`
`•
`•
`•
`
`•
`
`•
`
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`Common stock we are offering
`
`Common stock to be issued and outstanding
`after this offering
`
`Overallotment option
`
`Use of proceeds by us
`
`Dividend policy
`
`Risk factors
`
`Stock exchange symbol
`
`Conflicts of Interest
`
`The Offering
`
` shares
`
` shares
`
`The selling stockholders have granted the underwriters an option, for a
`period of 30 days, to purchase up to additional shares of our
`common stock on the same terms and conditions as set forth on the front
`cover of this prospectus to cover overallotments, if any.
`
`We estimate that the net proceeds to us from the sale of shares in this
`offering, after deducting the estimated underwriting discount and offering
`expenses payable by us, will be approximately $ million, assuming the
`shares are offered at $ per share, which is the midpoint of the price
`range set forth on the front cover page of this prospectus.
`
`We expect to use a substantial portion of the net proceeds to repay the
`$700 million borrowed under the senior unsecured term loan facility in the
`March 2013 Financing and to make a cash payment of approximately
`$ to cancel certain performance-based stock options. We expect
`to use any remaining proceeds for working capital and other general
`corporate purposes, which may include funding strategic acquisitions and
`repayment of other indebtedness. We will not receive any proceeds
`resulting from any exercise by the underwriters of the overallotment
`option to purchase additional shares from the selling stockholders. As a
`result, a significant portion of the proceeds of this offering will not be
`invested in our business. See “Use of Proceeds.”
`
`We do not expect to pay dividends on our common stock for the
`foreseeable future. Instead, we anticipate that all of our earnings in the
`foreseeable future will be used for the operation and growth of our
`business and the repayment of indebtedness. See “Dividend Policy.”
`
`You should read the section entitled “Risk Factors” beginning on page 13
`for a discussion of some of the risks and uncertainties you should
`carefully consider before deciding to invest in our common stock.
`
`“ ”
`
`Affiliates of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
`Smith Incorporated and Citigroup Global Markets Inc., the joint book
`running managers for this offering, will receive more than 5% of the net
`proceeds of this offering in connection with the repayment of the $700
`million borrowed under the senior unsecured term loan facility in the
`March 2013 Financing. Accordingly, this
`
`6
`
`https://www.sec.gov/Archives/edgar/data/1416436/000119312513178062/d502777ds1a.htm
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`4/10/2015
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`PAGE 11 OF 379
`
`

`
`Amendment No. 1 to Form S-1
`
`Page 12 of 379
`
`Table of Contents
`
`offering is being conducted in accordance with the applicable provisions
`of Rule 5121 of the Financial Industry Regulatory Authority, Inc.
`(“FINRA”) Conduct Rules because certain of the underwriters will have a
`“conflict of interest” pursuant to Rule 5121. In accordance with Rule
`5121, is acting as the qualified independent underwriter in
`this offering. Any underwriter that has a conflict of interest pursuant to
`Rule 5121 will not confirm sales to accounts in which it exercises
`discretionary authority without the prior written consent of the customer.
`See “Underwriting (Conflicts of Interest).”
`
`The number of shares of common stock to be issued and outstanding after the completion of this offering