SELLING STOCKHOLDERS
This prospectus relates to the offer and sale from time to time of up to 9,000,000 shares of our common stock by the stockholders identified
in the table below, who we refer to in this prospectus as the selling stockholders and their respective transferees, pledgees, donees, assignees or other successors (each also a selling stockholder for purposes of this prospectus). The
selling stockholders identified below may currently hold or acquire at any time shares of our common stock in addition to those registered hereby.
We are registering these 9,000,000 shares of our common stock for sale by the selling stockholders named below pursuant to the PIPE
Registration Rights Agreement.
On August 10, 2021, the Company entered into a Securities Purchase Agreement (the Securities
Purchase Agreement) with the Purchaser, pursuant to which, among other things, the Company issued and sold to the Purchaser and BEFIP IIIESC Helios Holdco L.P., a Delaware limited partnership and a Permitted Transferee under the
Securities Purchase Agreement (the Permitted Transferee) an aggregate 7,098,765 shares of common stock on August 11, 2021, an aggregate 776,235 shares of common stock on September 27, 2021 and an aggregate of 1,125,000 shares
of common stock on January 7, 2022. Except as may be noted elsewhere in this prospectus relating to the PIPE Registration Rights Agreement, each selling stockholder does not have, and within the past three years has not had, any material
relationship with us or any of our affiliates.
The percent of beneficial ownership for the selling stockholders is based on 150,175,189
shares of our common stock outstanding as of May 10, 2022. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared
voting power or investment power with respect to such securities. Except as otherwise indicated, each selling stockholder listed below has sole voting and investment power with respect to the shares of our common stock beneficially owned by it. The
mailing address of the listed beneficial owners is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154.
The information in the
table below (other than the percentages of our outstanding common stock beneficially owned) in respect of each selling stockholder was furnished by or on behalf of the selling stockholder and is as of the date hereof.
Information concerning the selling stockholders may change from time to time and any changed information will be set forth in supplements to
this prospectus, if and when necessary. No offer or sale under this prospectus may be made by a stockholder unless that holder is listed in the table below, in any supplement to this prospectus or in an amendment to the related Registration
Statement that has become effective. We will supplement or amend this prospectus if applicable to include additional selling stockholders upon provision of all required information to us and subject to the terms of any relevant agreement between us
and the selling stockholders.
The selling stockholders are not obligated to sell any of the shares of our common stock offered by this
prospectus. Because each selling stockholder identified in the table below may sell some or all of the shares of our common stock owned by it that are included in this prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of such shares of our common stock, no estimate can be given as to the number of shares of our common stock covered by this prospectus that will be held by the selling stockholders. In addition, subject
to the PIPE Registration Rights Agreement, each selling stockholder may sell, transfer or otherwise dispose of, at any time and from time to time, shares of our common stock it holds in transactions exempt from the registration requirements of the
Securities Act after the date on which the selling stockholder provided the information set forth on the table below. Therefore, for purposes of the following table we have assumed that each selling stockholder will sell all of the shares of our
common stock beneficially owned by it that are covered by this prospectus but will not sell any other shares of our common stock that it may currently own.
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