has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our managements attention and resources,
which could have a material adverse effect on our business, financial condition and results of operations.
The market price of our Class A
common stock could be negatively affected by sales of substantial amounts of our Class A common stock in the public markets.
After this offering, we will have 42,111,955 shares of Class A common stock outstanding (or 71,891,676 shares of Class A common stock
assuming that the Continuing Pre-IPO LLC Members redeem or exchange all of their LLC Units and shares of Class B common stock for newly issued shares of our Class A common stock on a one-for-one basis). Of our issued and outstanding shares, all the
Class A common stock sold in this offering will be freely transferable, except for any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act. Following the closing of this offering,
approximately 52.7% of our Class A common stock on an as-converted basis (or 51.1% if the underwriters option to purchase additional shares is fully exercised), will be beneficially owned by funds managed by Berkshire, and can be resold
into the public markets in the future in accordance with the requirements of Rule 144. See Shares Eligible For Future Sale elsewhere in this prospectus.
The future issuance of additional Class A common stock in connection with any equity plans, acquisitions or otherwise will dilute all other
stockholdings.
We may issue all these shares of Class A common stock without any action or approval by our stockholders,
subject to certain exceptions. Any Class A common stock issued in connection with any equity incentive plan, the exercise of outstanding stock options, or otherwise, would dilute the percentage ownership held by the investors who purchase
Class A common stock in this offering.
For as long as we are an emerging growth company, we will not be required to comply with certain
reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.
We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we have elected to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to, not being required to comply with the
auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of stockholder approval of any golden parachute payments not previously approved. We do not know if some investors will find our Class A common stock less
attractive as a result of our decision to avail ourselves of certain of these exemptions. The result may be a less-active trading market for our Class A common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We have elected to avail ourselves of this exemption and, therefore, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We could remain an emerging growth company for up to five years or until the earliest of (a) the last day of the first fiscal year in
which our annual gross revenues exceed $1.07 billion, (b) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of
our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more
than $1 billion in non-convertible debt securities in the preceding three-year period.
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