regulations could also make it more difficult and costly for us to obtain or renew certain types of insurance, including director and officer liability insurance, and we may be forced to accept
reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our
board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to the delisting of our Class A common stock, fines, sanctions and other regulatory action and
potentially civil litigation.
Pursuant to Section 404 of the Sarbanes-Oxley Act and related rules and regulations, our management is
required to report on the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm was required to, and did, attest to the effectiveness of our internal control over financial reporting in our
annual report for the fiscal year ended December 31, 2017. We will continue to test our internal controls in connection with the Section 404 requirements and could, as part of that documentation and testing, identify material weaknesses,
significant deficiencies or other areas for further attention or improvement. Any failure to maintain the adequacy of internal control over financial reporting, or any consequent inability to produce accurate financial statements on a timely basis,
could increase our operating costs and could materially impair our ability to operate our business. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a
result, our failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could cause the market value of our Class A
common stock to decline.
Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this
offering could cause the market price for our Class A common stock to decline.
After this offering, the sale of shares of our
Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, 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.
Upon
consummation of this offering, we will have outstanding a total of 554,515,429 shares of Class A common stock and 379,214,625 shares of Class B common stock that are convertible by the holders thereof into an equal number of shares of
Class A common stock automatically upon transfer, subject to certain exceptions. Of the outstanding shares, the 64,000,000 shares sold in this offering (or 73,600,000 shares if the underwriters exercise in full their option to purchase
additional shares) will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the Securities Act), except that any shares held by our affiliates, as that term is defined under Rule
144 of the Securities Act (Rule 144), including our directors, executive officers and other affiliates (including KKR) may be sold only in compliance with limitations set forth in Rule 144.
The remaining 379,214,625 shares of Class B common stock, representing approximately 41% of our total outstanding shares of common stock
following this offering, will be restricted securities within the meaning of Rule 144 and subject to certain restrictions on resale. Restricted securities may be sold in the public market only if they are registered under the Securities
Act or are sold pursuant to an exemption from registration such as Rule 144.
In connection with this offering, we, certain of our
directors and executive officers and the holders of substantially all of our Class B common stock prior to this offering have each agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their
common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 90 days after the date of this prospectus, except with the prior written consent of
the representatives. See Underwriting (Conflicts of Interest) for a description of these
lock-up
agreements.
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