UNDERWRITING
BofA Securities, Inc. is acting as underwriter of the offering. Subject to the terms and conditions set forth in an underwriting agreement,
the underwriter has agreed to purchase from the selling stockholders 14,000,000 shares of Class A common stock.
Subject to the terms
and conditions set forth in the underwriting agreement, the underwriter has agreed to purchase all of the shares of Class A common stock sold under the underwriting agreement if any of these shares are purchased.
The underwriter may offer the shares of Class A common stock from time to time for sale in one or more transactions on the NYSE, 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 sell as principal.
Subject to the completion of this offering, we have agreed to purchase approximately $36 million in the aggregate
of the shares of our Class A common stock that are subject to this offering from the underwriter at a price per share equal to the price per share paid by the underwriter to the selling stockholders in this offering. The closing of the share
repurchase is contingent on the closing of this offering.
We are not selling any shares of Class A common stock in this offering,
and will not receive any of the proceeds from the shares of Class A common stock sold by the selling stockholders.
We will pay
certain of the expenses incurred by the selling stockholders in connection with this offering. The expenses of this offering that are payable by us are estimated to be approximately $1.1 million. We have agreed to reimburse the underwriter for
certain of their expenses in an amount up to $50,000.
Option to Purchase Additional Shares
The selling stockholders have granted the underwriter an option to purchase, from time to time, in whole or in part, up to
2,1000,000 shares of our Class A common stock from such selling stockholders at a price of $24.36 per share. The underwriter may exercise this option at any time within 30 days from the date of this prospectus supplement.
To the extent the option is exercised, the underwriter will become obligated, subject to certain conditions, to purchase the additional shares
of our Class A common stock.
Lock-Up Agreements
In connection with this offering, we, the Chairman of our Board of Directors, our Chief Executive Officer, our Chief Financial Officer, our
Chief Legal Officer and the selling stockholders have agreed, pursuant to lock-up agreements, that, for a period of 60 days after the date of this prospectus supplement, in the case of the selling
stockholders, and for a period of 30 days after the date of this prospectus supplement, in the case of the company, the Chairman of our Board of Directors, our Chief Executive Officer, our Chief Financial Officer and our Chief Legal Officer, in each
case subject to certain limited exceptions as described below, we and they will not directly or indirectly, without the prior written consent of BofA Securities, Inc., (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock (including, without limitation, shares of common stock that may be deemed to be
beneficially owned by us or them in
S-14