Table of Contents These activities may have the effect of raising or maintaining the market price of the Class A common stock or preventing or retarding a decline in the market price of the Class A common stock, and, as a result, the price of the Class A common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the , in the over-the-counter market or otherwise. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representative of the underwriters. In determining the initial public offering price, we and the representative of the underwriters expect to consider a number of factors, including: • the information set forth in this prospectus and otherwise available to the representative; • our prospects and the history and prospects for the industry in which we compete; • our prospects for future earnings; • the general condition of the securities markets at the time of this offering; • the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and • other factors deemed relevant by the underwriters and us. Neither we nor the underwriters can assure investors that an active trading market will develop for our Class A common stock, or that the shares will trade in the public market at or above the initial public offering price. Relationships with Underwriters The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Affiliates of certain of the underwriters, including J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., UBS Securities LLC and Wells Fargo Securities, LLC, are lenders under our credit agreement and/or our letter of credit reimbursement agreement and are expected to be lenders under the 2019 Credit Facility. An affiliate of J.P. Morgan Securities LLC is the administrative agent under both agreements. In connection with the 2019 Credit Facility, we have agreed to pay JPMorgan Chase Bank, N.A. a structuring fee in an aggregate amount equal to $50.0 million. JPMorgan Chase Bank, N.A. will also receive other fees in amounts equivalent to those received by similarly situated banks in connection with the 2019 Credit Facility. An affiliate of J.P. Morgan Securities LLC is also a lender under a bilateral letter of credit agreement and the 424 Fifth Venture loans. Certain of the underwriters, including J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., UBS Securities LLC and Wells Fargo Securities, LLC, also acted as initial purchasers of our senior notes. Funds affiliated with J.P. Morgan Securities LLC, an underwriter in this offering, beneficially own % of our Class A common stock, of which more than 98% is held on behalf of third-party clients and the remainder is held on behalf of certain employees involved with such affiliated funds through a co-investment vehicle. Affiliates of Goldman Sachs & Co. LLC, an underwriter in this offering, beneficially own less than % of our Class A common stock. In addition, from time to time in the ordinary course of their various business activities, certain of the underwriters and their affiliates, officers, directors and employees purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account or the account of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. 215