UNDERWRITING
Citigroup Global Markets Inc. is acting as underwriter in this offering. We and the Selling Stockholder have entered into an underwriting
agreement with the underwriter. Subject to the terms and conditions of the underwriting agreement, the Selling Stockholder has agreed to sell to the underwriter and the underwriter has agreed to purchase 3,000,000 shares of common stock.
The underwriter is committed to purchase all the shares of common stock offered by the Selling Stockholder if it purchases any shares.
The underwriter is purchasing the shares of common stock from the Selling Stockholder at $15.24 per share (representing approximately
$45,720,000 aggregate proceeds to the Selling Stockholder, before expenses). The underwriter may offer the shares of common stock from time to time for sale in one or more transactions on the NASDAQ, in the
over-the-counter
market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. In connection with
the sale of the shares of common stock offered hereby, the underwriter may be deemed to have received compensation in the form of underwriting discounts. The underwriter may effect such transactions by selling shares of common stock to or through
dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriter and/or purchasers of shares of common stock for whom they may act as agents or to whom they may sell as principal.
We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting
expenses, but excluding the underwriting discounts and commissions, will be approximately $235,000. We have also agreed to reimburse the underwriter for certain expenses in an amount up to $50,000.
The underwriter has agreed to reimburse us for certain expenses incurred by us in connection with this offering.
We have agreed that we will not (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our
common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (b) enter into any swap or other
arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of
shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of the underwriter for a period of 45 days after the date of this prospectus, other than the shares of our common stock to be sold
hereunder and certain other exceptions.
The Apollo Funds, our directors and our executive officers have entered into
lock-up
agreements with the underwriter prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 45 days after the date of this
prospectus, may not, without the prior written consent of the underwriter, (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common
stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a
stock option or warrant) or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in
clause (a) or (b) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (c) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any
security convertible into or exercisable or exchangeable for our common stock.
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