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In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional Class A
common stock or offering debt or other equity securities. In particular, future acquisitions could require substantial additional
capital in excess of cash from operations. We would expect to finance the capital required for acquisitions through a combination
of additional issuances of equity, corporate indebtedness, asset-based acquisition financing and/or cash from operations. For
example, up to 25% of the purchase price for the WestStar Acquisition may be financed by issuing shares of our Class A common
stock.
Issuing additional Class A common stock or other equity securities or securities convertible into equity may dilute the
economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both. Upon
liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would
receive a distribution of our available assets prior to the holders of our Class A common stock. Our decision to issue securities in
any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount,
timing or nature of our future offerings. Thus, holders of our Class A Shares bear the risk that our future offerings may reduce the
market price of our Class A Shares and dilute their stockholdings in us.
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.
The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A
common stock in the market or the perception that such sales could occur. These sales, or the possibility of these sales, also might
make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
In connection with our IPO, we registered the exchange of 18,366,135 Common Interests in JGW LLC. The Class A
common stock received upon exchange of Common Interests in JGWLLC may be freely resold into the public market unless held
by a Common Interestholder which is an affiliate of us. Certain of these holders (as well as other Common Interestholders) have
the right to demand that we register the resale of their Class A common stock received upon exchange and certain “piggyback”
registration rights.
The market price of our Class A common stock may decline significantly when the restrictions on resale by our existing
stockholders lapse. A decline in the price of our Class A common stock might impede our ability to raise capital through the
issuance of additional shares of Class A common stock or other equity securities.
The future issuance of additional Class A common stock in connection with our incentive plans, acquisitions, warrants or
otherwise will dilute all other stockholdings.
As of December 31, 2014, we have an aggregate of 484,978,853 Class A common stock authorized but unissued. We
may issue all of these Class A common stock without any action or approval by our stockholders, subject to certain exceptions.
Any Class Acommon stock issued in connection with our incentive plans or acquisitions, the exercise of outstanding stock options
or warrants or otherwise would dilute the percentage ownership held by current holders of our Class Acommon stock. For example,
up to 25% of the purchase price for the WestStar Acquisition may be financed by issuing shares of our Class A common stock,
which issuance will dilute the percentage ownership held by current holders of our Class A common stock.
Delaware law and our organizational documents, as well as our existing and future debt agreements, may impede or discourage
a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.
We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the
ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In
addition, provisions of our certificate of incorporation and bylaws may make it more difficult for, or prevent a third party from,
acquiring control of us without the approval of our board of directors. Among other things, these provisions:
•
provide for a classified board of directors with staggered three-year terms;
•
do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority
of stockholders to elect director candidates;
•
delegate the sole power of a majority of the board of directors to fix the number of directors;
•
provide the power of our board of directors to fill any vacancy on our board of directors, whether such vacancy
occurs as a result of an increase in the number of directors or otherwise;
•
entitle the four directors designated by JLL pursuant to the Director Designation Agreement to cast two votes
on each matter presented to the board of directors until the earlier to occur of such time as we cease to be a
“controlled company” within the meaning of the NYSE corporate governance standards or such time as JLL
