Page 12 of 18 – SEC Filing
The principal office of each of the SLP V Reporting Persons is located at c/o Silver Lake, 2775
Sand Hill Road, Suite 100, Menlo Park, California 94025.
Certain information concerning each of the managing members of SLP Marquee is
set forth in Annex A-2 attached hereto, which is incorporated herein by reference in response to this Item 2.
(d) and (e) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Annex A-1 or Annex A-2 attached hereto has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors),
nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
SLP Holdco purchased 930,596 shares
of Class A Common Stock for an aggregate purchase price of $202,401,779. SLP V Marquee purchased 242,889 shares of Class A Common Stock for an aggregate purchase price of $53,241,916. SLP V Marquee purchased currently outstanding call
options referencing 28,000 shares of Class A Common Stock for an aggregate purchase price of $503,000. The source of funds for all such purchases were from general funds available to such purchaser, including capital contributions from their
respective investors and/or for cash management purposes in advance of a capital call, short-term borrowings under an existing revolving credit facility to which one or more affiliates of the purchasers are parties, which amounts are expected to be
repaid upon the funding of capital contributions from their respective investors.
| Item 4. | Purpose of Transaction. |
The Reporting Persons are supportive stockholders of the Issuer
that acquired Class A Common Stock based on the view that such shares are undervalued relative to the Issuers asset value. The Reporting Persons would like to support the Issuer and its efforts to create long-term value. Each Reporting
Person may engage in discussions with one or more officers, directors, representatives or stockholders of the Issuer regarding the Issuer.
The Reporting Persons plan to review their holdings in the Issuer on a continuing basis and each Reporting Person may, at any time and from
time to time, through open market transactions, privately negotiated transactions or otherwise, (i) acquire additional shares of Class A Common Stock or other financial instruments related to the Issuer or the Class A Common Stock (which
may include, but are not limited to, other securities of the Issuer or rights or securities exercisable or convertible into securities of the Issuer), (ii) dispose of any or all of its Class A Common Stock or such other financial instruments
related to the Issuer or the Class A Common Stock, or (iii) engage in hedging or similar transactions with respect to securities of the Issuer, including but not limited to swaps and other derivative instruments, in each case depending upon a
variety of factors, including but not limited to the price and availability of the Issuers securities, the Issuers business and business prospects, applicable legal and other restrictions, prevailing market conditions, other investment
opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other investment considerations. Each of the Reporting Persons may also evaluate and discuss other ideas that if effected may relate to, or result in, any of
the matters listed in Items 4(a) through (j) of Schedule 13D, but only if such a transaction were on terms and conditions acceptable to the Issuers board of directors, controlling shareholders and the Reporting Persons.
Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of
the matters listed in Items 4(a) through (j) of Schedule 13D. Depending on a variety of factors, including but not limited to market conditions and the factors noted above, the Reporting Persons may, at any time and from time to time, review or
reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto.
| Item 5. | Interest in Securities of the Issuer. |
The information contained in rows 7, 8, 9, 10, 11
and 13 on each of the cover pages of this Schedule 13D, the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D, and the information set forth on Annex B attached hereto, are incorporated by reference in its
entirety into this Item 5.
12
