RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before investing in our common stock. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or cash flows. If any of the following risks actually occurs, our business, financial condition, results of operations or cash flows would suffer. In such case, you may lose part or all of your investment.

Risks Relating to Our Business

Our substantial indebtedness could adversely affect our financial health and our ability to raise additional capital, and prevent us from fulfilling our obligations under our existing agreements.

At September 30, 2012, we had $910 million in face value of total indebtedness on a consolidated basis, all of which was secured. As of September 30, 2012, there were no borrowings outstanding under our revolving credit facility; however $3 million of the total capacity of $194 million was utilized to support outstanding letters of credit (as described under “Description of Indebtedness”). In addition, we had drawn $97 million under the Non-recourse Factoring Facility (as described under “Description of Indebtedness”). As of January 18, 2013, our annual debt service obligation is approximately $94 million. This amount includes principal and interest payments under the Senior Secured Credit Facilities and interest payments under the Second-Priority Senior Secured Notes and the PIK Toggle Notes. Additionally, principal payments of $400 million of Second-Priority Senior Secured Notes and $250 million of PIK Toggle Notes are due in 2020 and 2017, respectively. See “Prospectus Summary—Recent Developments” and “Description of Indebtedness—Senior PIK Toggle Notes” for more information on the PIK Toggle Notes.

Our substantial indebtedness could:

Also, we may still incur significantly more debt, which could intensify the risks described above.

14

Table of Contents

Our debt agreements contain restrictions that limit our flexibility in operating our business, and which may lead to default under our debt agreements.

The agreements governing our existing indebtedness contain, and any future indebtedness of ours would likely contain, a number of covenants that impose significant operating and financial restrictions on us and our subsidiaries, including restrictions on our and our subsidiaries’ ability to among other things:

As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

We have pledged and will pledge a significant portion of our assets as collateral under our Senior Secured Credit Facilities and Notes (as described under “Description of Indebtedness”). If repayment is accelerated, there can be no assurance that we will have sufficient assets to repay our indebtedness.

Under our Senior Secured Credit Facilities, we are required to satisfy and maintain specific financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and there can be no assurance that we will meet those ratios. A failure to comply with the covenants contained in our Senior Secured Credit Facilities or our other indebtedness could result in an event of default under the facilities or the existing agreements, which if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. In the event of any default under our Senior Secured Credit Facilities or our other indebtedness, the lenders thereunder:

Such actions by the lenders could cause cross defaults under our other indebtedness. If we are unable to repay those amounts, the lenders and noteholders under our Senior Secured Credit Facilities and the Notes could proceed against the collateral granted to them to secure that indebtedness.

Difficult and volatile conditions in the overall economy and in the capital, credit and commodities markets could materially adversely affect our financial position, results of operations and cash flows, and we do not know if these conditions will improve in the near future.

Our financial position, results of operations and cash flows could be materially adversely affected by continuation of difficult global economic conditions and significant volatility in the capital, credit and commodities markets and in the overall economy. These factors, combined with low levels of business and

15

Table of Contents

consumer confidence and increased unemployment, have precipitated a slow recovery from the global recession and concern about a return to recessionary conditions. The difficult conditions in these markets and the overall economy affect our business in a number of ways. For example:

We do not know if market conditions or the state of the overall economy will improve in the near future. In particular, a significant portion of our revenues are generated in Europe and in Euro. As a result, we could be adversely affected by the current economic crisis in Europe, particularly if such crisis worsens. We could also be affected if some or all European countries exit the Euro.

Our ability to obtain additional capital on commercially reasonable terms may be limited, which could reduce funds available for our operations and place us at a competitive disadvantage.

Although we believe that our cash, cash equivalents and short-term investments, as well as future cash from operations and availability under our revolving credit facility, will provide adequate resources to fund ongoing operating requirements, we may need to seek additional financing to compete effectively. Our debt ratings affect both our ability to raise capital and the cost of that capital. Future downgrades of our debt ratings may increase our borrowing costs and affect our ability to access the debt or equity markets on terms and in amounts that would be satisfactory to us.

If we are unable to obtain capital on commercially reasonable terms, it could:

We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, our business could be negatively impacted.

During periods of volatile credit markets, there is a risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their credit commitments and obligations, including but not limited to extending credit up to the maximum permitted by a credit facility and otherwise accessing capital

16

Table of Contents

and/or honoring loan commitments. If our lenders are unable to fund borrowings under their revolving credit commitments or if we are unable to borrow, it could be difficult to replace our revolving credit facility on similar terms.

An increase in energy costs, in particular natural gas costs, or a disruption in the supply of energy for our operations may significantly increase operational costs or adversely affect production.

The main energy sources used in our operations are natural gas and electricity. Natural gas in particular represents a significant part of our raw material and consumables expenses and any increase in the price of natural gas would significantly increase our costs and reduce our operating margin. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Drivers of Our Business—Raw Materials.”

Fluctuations in energy costs may be market-driven or government-driven. We do not hedge our natural gas costs. If we are not able to increase the prices we charge as a result of increases in natural gas and electricity prices, or if we are unable to pass on the full increase in electricity costs to our wholesale customers, our business and results of operations may be materially adversely affected. Although our financial conditions have not been materially impacted by recent fluctuations in natural gas prices, we may be negatively impacted by future price increases.

In addition, any disruption in the supply of energy may impair our ability to conduct our business and meet customer demands and may have a material adverse effect on our results of operations. Since the number of energy suppliers is generally limited, we may not be able to negotiate favorable terms when our energy supply agreements are up for renewal and we may be required to accept significant increases in the costs of our energy purchases. In Germany and the United States, we are dependent on monopolist and/or government-controlled companies for a significant portion of our electricity needs. Unexpected changes in a government’s policy of electricity supply may occur from time to time. Such changes may negatively impact our production capacity or our operating expenses and may materially adversely affect our business and results of operations.

Our production facilities can also be disrupted due to maintenance and routine shutdowns.

We derive a significant portion of our revenue from sales to several large customers, including chemical distributors, and significant reductions of sales to one or more of these customers could harm our business, financial condition and results of operations.

We derive a substantial amount of revenue from sales to several large customers, with our top 10 customers accounting for approximately 37% of our total revenue in the Pro Forma LTM Period. Such loss of revenue could have an adverse impact on our future revenues. For more information, please see “—Risks Relating to Our Industry—We may face increasing competition, which could have a material adverse effect on our business and results of operations.” See “Business—Our Operations—Marketing and Sales.” The loss of, or significant reduction in demand from, one or more of these customers could have a material adverse effect on our business, financial condition and results of operations.

In addition, certain of our revenue is generated through sales to customers that are chemical distributors and that, in turn, sell our products to their customers. Sales of our products could decline if the performance of these customers deteriorates. Furthermore, because we do not have exclusive relationships with these customers, they may sell competitors’ products. There is a risk that these customers may give higher priority to the products of, or form alliances with, our competitors. If these customers do not continue to sell our products or to provide them with similar levels of promotional support as provided for our competitors’ products, our sales performance could decline and our business and results of operations could be materially adversely affected.

17

Table of Contents

We purchase our key raw materials and some of our equipment from a relatively limited number of suppliers. As a result, any disruption or delay in the supply could have a material adverse effect on our business.

We purchase methanol, ammonia, ethylene oxide and acetone from a relatively limited number of sources. See “Business—Our Operations—Raw Materials.” As a result, any disruption or delay in the supply of those materials from a particular supplier, or loss of a supplier where we are unable to find a suitable alternative, could force us to curtail our production and adversely affect our business.

Similarly, we are only able to purchase certain components of our production equipment from a limited number of contractors and suppliers. Any interruption in the operations of our suppliers and/or the inability to obtain timely delivery of key equipment of acceptable quality or significant increases in the prices of such equipment could result in material production delays, increased costs and reductions in shipments of our products, any of which could increase our operating costs, harm our customer relationships or have a material adverse effect on our business and results of operations.

We depend on a variety of raw materials, the prices of which may vary based on market conditions. Changes in raw material prices and our supply arrangement could materially adversely affect our business and results of operations.

The prices of the raw materials on which our business depends vary based on market conditions. In particular, the prices of certain raw materials, such as methanol and ammonia, are highly volatile. Increased costs of raw materials and/or their delivery that cannot be passed on to our customers through price increases impact our operating costs and liquidity and could have a material adverse effect on our cash flow, business and results of operations.

The main raw materials by volume used in the manufacture of alkylamines and their derivatives are methanol, ammonia, ethylene oxide and acetone. We depend upon raw materials supplied by third parties by pipeline, railcar, barge or truck. We typically enter into supply agreements for terms of one year or longer. Certain of these agreements are automatically renewable each year, subject to termination by either party upon as little as 30 days’ notice. In addition, certain of our supply arrangements are not subject to written contracts and therefore can be terminated by either party at any time. If our contractual relationships with our suppliers were terminated or were insufficient to meet our needs, or if we were otherwise unable to secure these or other necessary raw materials or to acquire them at commercially reasonable prices, then our business and results of operations could be materially adversely affected. In addition, there is a risk that the regulation of the transportation of ethylene oxide and ammonia may become more stringent, which could raise the cost of the raw materials. The supply of ethylene oxide has been constrained recently, which could impact availability and pricing of ethylene oxide in the future.

In addition, some of our current contracts allow us to purchase raw materials at advantageous prices. If our counterparties suffer financial problems or are for other reasons unable to fulfill their requirements under these contracts, or if we are unable to renew these contracts on the same or similar terms, then our business and results of operations could be materially adversely affected. For example, we have a methanol supply contract that contains favorable pricing and expires in 2019, but our supplier has invoked force majeure on a number of occasions in the last several years, resulting in a reduction in the amount of methanol supplied under the contract at the favorable price, and it is possible that the supplier may do so again in the future. When force majeure is invoked, we are required to source our methanol at higher prices, adversely impacting our margins and results.

For our production of solvents, such as dimethylformamide (“DMF”), access to low cost carbon monoxide (“CO”), is essential to profitability. As DMF is by far our largest solvent product, any disruption in access to low cost CO could have a material adverse effect on our business and results of operations.

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Drivers of Our Business—Raw Materials” and “Business—Our Operations—Raw Materials.”

18

Table of Contents

We may not be able to pass on the costs of raw materials, energy or other inputs to customers in future contracts, which may have a material adverse effect on our business and results of operations.

Many of our current contracts with customers allow us to pass on much of any increase in the cost of our key raw materials, energy and other inputs to those customers as part of the price of the products they purchase. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Drivers of Our Business—Volume, Product Mix and Pricing.” When the terms of our current contracts with customers expire in the future, we may not be able to negotiate new contracts that allow us to pass the costs of inputs on to our customers and this may have a material adverse effect on our business and results of operations. While approximately 48% of our contracts for the Pro Forma LTM Period permit pass-throughs of key raw material increases, we have generally been able to pass along increases, subject to a time lag, in our other sales. We cannot assure you that we will be able to do so in the future. In addition, decreases in raw material costs are passed through to our customers, which may decrease our net sales.

Our new products and products under development may not prove to be commercially viable. Failure to develop commercially successful products or keep pace with our competitors could harm our business and results of operations.

The development of new and innovative products is a key driver of our growth. However, developing new products is a costly, lengthy and uncertain process, and it is difficult to estimate the commercial success of new products unproven in the marketplace.

New product candidates may appear promising in development, but may fail to reach the market or have only limited commercial success. This, for example, could be the result of efficacy or safety concerns, an inability to obtain necessary regulatory approvals in certain geographic markets, difficulty manufacturing or excessive manufacturing costs, erosion of patent terms as a result of a lengthy development period, infringement of patents or other intellectual property rights of others or an inability to differentiate the product adequately from its competitors.

A failure to develop commercially successful products or to develop additional uses for existing products could materially and adversely affect our financial results. For example, Taminizer D is a new product for which the market is unproven. If our expectations for the market performance of this product are not borne out, we may be unable to recover our development costs, which could have an adverse effect on our business and results of operations. In addition, our sales are concentrated in a few key products. As a result, failure to keep pace with the innovations of new or existing competitors could reduce demand for any of these key products and may have a material adverse effect on our business and results of operations.

We may not be able to obtain patents protecting some of our intellectual property that is the subject of applications for patents and existing rights may be challenged and will eventually expire, which could reduce our growth potential.

Our intellectual property rights are important to our business and will be critical to our ability to grow and succeed in the future. See “Business—Our Operations—Research and Product Development—Intellectual Property.” As of September 30, 2012, we had 78 patents, 153 pending patent applications and numerous registered trademarks in various jurisdictions around the world. These pending patent applications are for the products and technologies that our research and development team has developed. There can be no assurance that these pending patent applications will not be challenged by third parties or that such applications will eventually be issued by the applicable patent offices as patents. It is possible that none of the pending patent applications will result in issued patents, which may have a materially adverse effect on our business and results of operations. Even if patents do issue from our pending applications, such patents may not provide us with any competitive advantage and there is no certainty that others will not independently develop similar or alternative technologies, each of which may have a material adverse effect on our business and results of operations. Furthermore, our existing patents are subject to challenges from third parties which may result in invalidations

19

Table of Contents

and will all eventually expire after which we will not be able to prevent our competitors from using our previously patented technologies, which could materially adversely affect our competitive advantage stemming from those products and technologies.

If we are sued for infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in any litigation would harm our business.

We cannot assure you that our activities will not, unintentionally or otherwise, infringe on the patents and other intellectual property rights owned by others. We may spend significant time and effort and incur significant litigation costs if we are required to defend ourselves against intellectual property rights claims brought against us, regardless of whether the claims have merit. If we are found to have infringed on the patents or other intellectual property rights of others, we may be subject to substantial claims for damages, which could materially impact our cash flow, business, financial condition and results of operations. We may also be required to cease development, use or sale of the relevant products or processes, or we may be required to obtain a license on the disputed rights, which may not be available on commercially reasonable terms, if at all.

We conduct some operations through a joint venture with a third party, which we cannot operate solely for our own benefit.

We have a 50% interest in a joint venture with the MGC Group in Nanjing, China. Our ability to receive dividends, royalties and other payments from this joint venture depends not only on the joint venture’s cash flows and profits, but also upon the terms of the joint venture agreement with our partner. Due to the nature of the joint venture agreement, we do not retain complete control over all decisions with respect to its operation. Conflicts with our joint venture partner may lead to deadlock and may result in our inability to pursue our desired strategy or exit the joint venture on advantageous terms. In addition, the sale or transfer of our interest in the joint venture is generally subject to the written approval of MGC Group, to the right of first offer owed to MGC Group and to the approval of certain Chinese regulatory authorities. Furthermore, the bankruptcy, insolvency or severe financial distress of us or our joint venture partner could adversely affect the joint venture.

While we do not expect the joint venture with MGC Group to contribute materially to revenue and Adjusted EBITDA, we intend it to serve as a platform for our expansion into Asia and other emerging markets. Should it not perform as expected, our efforts to expand into those markets could be materially adversely affected.

Future acquisitions and joint ventures we pursue may present unforeseen integration obstacles and costs, increase our leverage and negatively impact our performance.

We have made acquisitions of related businesses, and entered into joint ventures in the recent past and may selectively pursue acquisitions of, and joint ventures with, related businesses as one element of our growth strategy. There can be no assurance whether we decide to pursue or will be successful in completing these acquisitions, and we cannot predict the timing of any such transaction. These acquisitions may require us to assume or incur additional debt financing, resulting in additional leverage and complex debt structures. Subject to certain limitations, the covenants governing our existing indebtedness permit us to pursue additional indebtedness as part of acquisitions or joint ventures.

Although we have not had issues integrating acquired businesses in the past, we may encounter unforeseen obstacles or costs in the integration of acquired businesses in the future. Our acquisition and joint venture strategy may not be successfully received by customers, and we may not realize any anticipated benefits from acquisitions or joint ventures.

Our competitive position and future prospects depend on our senior management’s experience and expertise and our ability to recruit and retain qualified personnel.

Our ability to maintain our competitive position and to implement our business strategy is dependent to a large degree on our senior management team. The loss or diminution in the services of members of our senior

20

Table of Contents

management team, or the inability to attract and retain additional senior management personnel, could have a material adverse effect on our business and results of operations. Competition for personnel with relevant expertise is intense due to the relatively small pool of qualified individuals, and this situation affects our ability to retain existing senior management and attract additional qualified senior management personnel. If we were to experience difficulties in recruiting or retaining qualified senior management and other personnel, it could have a material adverse effect on our business and results of operations.

Exchange rate fluctuations may have an impact on our financial results and condition.

Our operations are global. The impact of foreign currencies on our operating results, including revenue and operating expenses, includes foreign currency transaction risk and foreign currency translation risk.

We have currency exposures related to buying, selling and financing in currencies other than the local currencies of the countries in which we operate. A significant portion of our revenue for the year ended December 31, 2011 was denominated in currencies other than the U.S. Dollar, and we expect net sales from non-U.S. Dollar markets to continue to represent a significant portion of our net sales. Price increases caused by currency exchange rate fluctuations may make our products less competitive or have an adverse effect on our margins. Currency exchange rate fluctuations may also disrupt the business of our suppliers by making their purchases of raw materials more expensive and more difficult to finance. Historically, we have reduced our exposure by aligning our costs in the same currency as our revenues or, if that is impracticable, through financial instruments that provide offsets or limits to our exposures, which are opposite to the underlying transactions. However, any measures that we may implement to reduce the effect of volatile currencies and other risks of our global operations may not be effective. We cannot provide assurance that fluctuations in currency exposures will not otherwise have a material adverse effect on our financial condition or results of operations, or cause significant fluctuations in quarterly and annual results of operations.

In addition, foreign currency translation risk arises upon the translation of statement of financial position and income statement items of our foreign subsidiaries whose functional currency is a currency other than the U.S. dollar into the U.S. dollar for purposes of preparing the consolidated financial statements included elsewhere in this prospectus, which are presented in U.S. dollar. The assets and liabilities of our non-U.S. dollar denominated subsidiaries are translated at the closing rate at the date of reporting and income statement items are translated at the average rate for the period. All resulting exchange differences are recognized in a separate component of equity, “Foreign currency translation reserve” and are recorded in “Other comprehensive income.” These currency translation differences may have significant negative or positive impacts. Upon the disposal of a non-U.S. dollar denominated subsidiary, the cumulative amount of exchange differences relating to that non-U.S. dollar denominated subsidiary are reclassified from equity to profit or loss. Our foreign currency translation risk mainly relates to our operations in Europe and China. Foreign currency transaction risk arises when we or our subsidiaries enter into transactions where the settlement occurs in a currency other than the functional currency of the Company or the subsidiary. Exchange differences (gains and losses) arising on the settlement of monetary items or on translation of monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in profit or loss in the period in which they arise. In order to reduce significant foreign currency transaction risk from our operating activities, we may use forward exchange contracts to hedge forecasted cash inflows and outflows. Furthermore, most non-U.S. dollar denominated debts are held by non-U.S. dollar denominated subsidiaries in the same functional currency of their operations. In certain instances, we hedge such foreign currency exposures, in which case the impact of foreign currency movement on the transaction is offset, to the extent hedged, and accounted for in the income statement concurrently with the underlying transaction.

The section “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risk—Foreign Currency Risk” sets out the impact of the foreign currency transaction and translation risks for the operating periods included in this prospectus.

21

Table of Contents

Economic, regulatory, political and local business risks in developing countries could materially adversely affect our business and results of operations.

We currently operate production facilities in China and, in the future, we may expand our business and operations into other high growth emerging markets, including Asian markets and potentially including India. Our operations in those countries are subject to the risks inherent in operating in developing countries. These risks may include, but are not limited to, the following:

If any of the risks described above materialize, our business, financial condition and results of operations may be materially adversely affected.

We are subject to risks inherent in foreign operations, including changes in social, political and economic conditions that could negatively impact our business prospects or operations.

We have operations in the United States, Europe, Latin America and Asia, and generate a portion of our sales in foreign countries, primarily in Europe. Similar to other companies with foreign operations and sales, we are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. We are also exposed to risks associated with changes in the laws and policies governing foreign investments in these countries and, to a lesser extent, changes in United States laws and regulations relating to foreign trade and investment. While such changes in laws, regulations and conditions have not had a material adverse effect on our business or financial condition, we cannot assure you as to the future effect of any such changes.

We are subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, financial condition and results of operations.

Our operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, and other anti-corruption laws that apply in countries where we do business. The FCPA, UK Bribery Act and these other laws generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We operate in a number of jurisdictions that pose a high risk of potential FCPA/UK Bribery Act violations, and we participate in joint ventures and relationships with third parties whose actions could potentially subject us to liability under the FCPA, UK Bribery Act or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S.

22

Table of Contents

Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, currency exchange regulations and transfer pricing regulations (collectively, the “Trade Control laws”).

However, there is no assurance that we will be completely effective in ensuring our compliance with all applicable anticorruption laws, including the FCPA, the UK Bribery Act, or other legal requirements, including Trade Control laws. If we are not in compliance with the FCPA, the UK Bribery Act and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA, the UK Bribery Act, other anti- corruption laws or Trade Control laws by U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition and results of operations.

If we are unable to continue to obtain government authorizations regarding the export of our products, or if current or future export laws limit or otherwise restrict our business, we could be prohibited from shipping our products to certain countries, which would harm our ability to generate revenue.

We must comply with U.S. and foreign laws regulating the export of our products. In certain cases, we are required to obtain a license from the U.S. federal government and foreign governments to export certain of our products. We cannot be sure of our ability to obtain any licenses required to export our products or to receive government authorizations for international sales. Moreover, the export regimes and the governing policies applicable to our business are subject to change. We cannot assure you of the extent that such export authorizations will be available to us, if at all, in the future. If we cannot obtain required government approvals under applicable regulations in a timely manner or at all, we would be delayed or prevented from selling our products in international jurisdictions, which could adversely affect our business and financial results.

We are subject to risks from litigation that may materially impact our operations.

We face an inherent business risk of exposure to various types of claims and lawsuits. We are involved in various legal proceedings that arise in the ordinary course of our business. Although it is not possible to predict with certainty the outcome of every pending claim or lawsuit or the range of probable loss, we believe these pending lawsuits and claims will not individually or in the aggregate have a material adverse impact on our results of operations. However, we could in the future be subject to various lawsuits, including intellectual property, product liability, personal injury, product warranty, environmental or antitrust claims, among others, and incur judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period.

Tax audits and changes in tax law may adversely affect our cash flows.

The application of the tax laws of the various tax jurisdictions in which we operate are subject to interpretation. Tax audits in these jurisdictions could adversely affect our cash flows. In addition, changes in the tax laws of these jurisdictions could increase our tax expense and as a consequence reduce our cash flows.

Risks Relating to Our Industry

We may face increasing competition, which could have a material adverse effect on our business and results of operations.

Although the alkylamine industry is highly consolidated, we may face increased competition from existing and new foreign and domestic amines and derivatives producers. Competition within the alkylamines industry depends on regional market dynamics and varies significantly according to the specific products and applications involved. In addition, competition within the markets for our products is affected by a variety of factors, including but not limited to demand, product prices, reliability of product supply, relevant production capacity, customer service, product quality and availability to the markets of potential substitute materials. We cannot

23

Table of Contents

guarantee that we will be able to compete effectively against our current and future competitors. Increased competition from our competitors or the entrance of new competitors into the markets in which we operate could have a material adverse effect on our business and results of operations. See “Industry Overview.”

Some of our international competitors may also have better process management and may utilize more advanced technology than we do or may open new facilities that increase their installed capacity and ability to produce more products that compete with ours.

Our competitors in any particular market may also benefit from raw material suppliers or production facilities that are closer to such markets, which provide them with competitive advantages in terms of cost and proximity to customers. For example, much of the future growth in global demand for methylamines and methylamine derivatives, especially various types of solvents and choline chloride, is expected to originate in China. China’s small producers may be able to better capture this growth due to their proximity to certain industrial and agricultural customers in that region. In addition, there may be new market entrants that would increase the level of competition we face.

Our business and financial condition may be negatively impacted by new production methods or ingredients that offer alternatives to our products.

We believe our alkylamines and alkylamine derivatives are sustainable and key building blocks that are generally difficult to substitute in the production of the various chemical products which currently use alkylamines and alkylamine derivatives. However, our competitors and customers may develop new methods of producing the chemical products that currently rely on the use of alkylamines or develop new ingredients that are viable alternatives to our products. For example, one of our products used in the production of herbicides, MIPA, has been substituted for other derivatives used in glyphosate formulations. The successful development of such new production methods or ingredients that offer an alternative to or substitute for alkylamines could cause our sales to decrease, which would materially adversely affect our business, financial condition and results of operation.

We are subject to product registration and authorization regulations in many of the jurisdictions in which we operate and/or distribute our products, including the United States and member states of the European Union. Such regulations may lead to governmental restrictions or cancellations of, or refusal to issue, certain registrations or authorizations, or cause us or our customers to make product substitutions in the future. Such regulations may also lead to increased third party scrutiny and personal injury or product liability claims .

We are subject to regulations related to testing, manufacturing, labeling, registration and safety analysis in order to lawfully distribute many of our products, including, for example, in the U.S., the federal Toxic Substances Control Act, federal Insecticide, Fungicide, and Rodenticide Act and U.S. state and local pesticide laws, and, in the European Union (“E.U.”), the Regulation on Registration, Evaluation, Authorization and Restriction of Chemical Substances (“REACH”). We are also subject to similar requirements in many of the other jurisdictions in which we operate and/or distribute our products. In some cases, such registrations are subject to periodic review by relevant authorities. Compliance with these regulations can be difficult, costly and time consuming and liabilities or costs relating to such regulations could have a material adverse effect on our business, financial condition and results of operations.

Currently, three of our products are classified under REACH as carcinogenic, mutagenic or toxic to reproduction (“CMR”). These CMR classifications could result in increased costs to us, marketing and use restrictions in other jurisdictions, additional authorization requirements, or product substitutions, each of which could have a material adverse effect on our business, financial condition and results of operations.

In addition, REACH could require a costly and time-consuming authorization process for any chemical deemed a Substance of Very High Concern (“SVHC”), and listed by the European Commission in Annex XIV to REACH, to remain on the market. Currently, our products NMP and DMAC are each listed as a SVHC and certain of our other products may be listed in the future. This and future listings could result in increased costs,

24

Table of Contents

product substitution by customers, marketing or use restrictions, or potential product bans without European Commission authorization, each of which could have a material adverse effect on our business, financial condition and results of operations. It is possible that the REACH authorization process or other marketing and use restrictions could be imposed on some chemicals that we use as raw materials or that are manufactured and/or imported into the E.U. by ourselves or our suppliers. If this were to occur, this could have a material adverse effect on our business, financial condition and results of operations.

Further, the CMR classifications and SVHC listings under REACH as well as any future classifications or listings of our products may result in increased third party scrutiny and personal injury or product liability litigation. Any such scrutiny or litigation could have a material adverse effect on our business, financial condition and results of operations.

Also in the E.U., our plant protection products require approval under Article 28 of Regulation 1107/2009 (the “EU PPPR”) by each Member State where they are sold. Other of our products must have E.U. level approval pursuant to the Biocidal Product Regulation (EU) No. 528/2012 (the “EU BPR”) concerning the placing of biocidal products on the market in order for us to market and sell them for particular uses. We are currently seeking European Commission authorization for two of our products to be marketed as biocidal products, which as of January 2013, had not yet been granted. We cannot assure you that these authorizations will be granted. In addition, as existing authorizations expire, we may be unable to obtain reauthorization for such products. In such case, we would be unable to market and sell any such plant protection or biocidal product not reauthorized in the E.U. going forward. The failure to obtain these authorizations or reauthorizations could have a material adverse effect on our business, financial condition and results of operations.

Our permits, licenses, registrations or authorizations and those of our customers or distributors may be modified, suspended, terminated or revoked before their expiration or we and/or they may be unable to renew them upon their expiration. We may bear liability for failure to obtain, maintain or comply with required authorizations.

We are required to obtain and maintain, and may be required to obtain and maintain in the future, various permits, licenses, registrations and authorizations for the ownership or operation of our business, including the manufacturing, distribution, sale and marketing of our products and importing of raw materials. See “Business—Our Operations—Environmental, Health and Safety Matters.” These permits, licenses, registrations and authorizations could be modified, suspended, terminated or revoked or we may be unable to renew them upon their expiration for various reasons, including for non-compliance. These permits, licenses, registrations and authorizations can be difficult, costly and time consuming to obtain and could contain conditions that limit our operations. Our failure to obtain, maintain and comply with necessary permits, licenses, registrations or authorizations for the conduct of our business could result in fines or penalties, which may be significant. Additionally, any such failure could restrict or otherwise prohibit certain aspects of our operations, which could have a material adverse effect on our business, financial condition and results of operations.

Many of our customers and distributors require similar permits, licenses, registrations and authorizations to operate. If a significant customer, distributor or group thereof were to have an important permit, license, registration or authorization revoked or such permit, license, registration or authorization was not renewed, forcing them to cease or reduce their business, our sales could decrease, which would have a material adverse effect on our business, financial condition and results of operations.

We are subject to stringent environmental, health and safety laws and regulations across multiple jurisdictions, which could become more stringent in the future and increase our operating expenses. Failure to comply with these laws and regulations could result in fines and penalties, injunctions and other enforcement action.

Similar to other chemical producers, we are subject to increasingly stringent environmental, health and safety laws and regulations in all of the jurisdictions in which we operate, including those governing pollution;

25

Table of Contents

protection of the environment; air emissions; greenhouse gas emissions; energy efficiency; water supply, use and discharges; construction and operation of sites; the use, generation, handling, transport, treatment, recycling, presence, release and threatened release, management, storage and disposal of and exposure to hazardous substances, materials or waste; public health and safety and the health and safety of our employees; product safety; noise, odor, mold, dust and nuisance; the investigation and remediation of contaminated soil and groundwater; the protection and restoration of plants, wildlife and natural resources; and cultural and historic resources, land use and other similar matters as well as numerous related reporting and record keeping requirements. See “Business—Our Operations—Environmental, Health and Safety Matters.”

In addition, we are required to comply with environmental, health and safety laws and regulations in relation to our production and distribution processes, and the relevant regulatory authorities carry out regular inspections to ascertain our compliance with applicable laws, regulations and permits. The demands of compliance may require us to incur substantial costs, fines or penalties and/or may restrict our ability to conduct our operations, or to do so profitably, and therefore could have a material adverse effect on our business, financial condition and results of operations. Failure to comply with applicable laws and regulations may also lead to public reprimand, fines and penalties, enforcement actions, injunctions, loss of sales and damage to our goodwill and reputation. Further, such laws and regulations, and the interpretation or enforcement thereof, are subject to change and may become more stringent in the future, each of which may result in substantial future capital expenditure requirements or compliance costs. See “Business—Our Operations—Environmental, Health and Safety Matters.”

We cannot assure you that our costs of complying with current and future environmental health and safety laws, and our liabilities arising from past or future releases of, or exposure to, hazardous substances will not materially adversely affect our business, financial condition or results of operations.

Our operations or products may impact the environment or cause or contribute to contamination or exposure to hazardous substances, which could result in material liabilities for us.

Our operations generate substantial air emissions, water discharges and hazardous waste requiring treatment or disposal. We could become subject to investigation or clean-up obligations, related third-party personal injury or property damage claims or other liabilities in connection with emissions, spills and releases of hazardous materials at current or former properties or at off-site locations. For example, under certain U.S. environmental laws, current and former property owners and operators, as well as hazardous waste generators, arrangers and transporters, can be held liable for investigation and clean-up costs at properties where there has been a “release” or “threatened release” of hazardous substances. Some of these laws can also require so-called “potentially responsible parties” to fund the restoration of damaged natural resources or agree to restrictions on future uses of impacted properties. Liability under such laws can be strict, joint, several and retroactive. Accordingly, we could incur liability, whether as a result of government enforcement or private claims, for known or unknown liabilities at, or caused by migrations from or hazardous waste transported from, any of our current or former facilities or properties, including those owned or operated by predecessors or third parties. We could also incur liability under common law or state law theories, including, for example, nuisance theories for noise, odor or vibration caused by our operations. We are subject to similar laws in other jurisdictions where we operate. See “Business—Our Operations—Environmental, Health and Safety Matters.” In addition, we occasionally evaluate various strategic alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities may trigger remediation requirements that are not currently applicable to our operating facilities.

Certain contamination at several of our properties is currently being directly addressed by third parties at their expense in accordance with contractual obligations and a governmental order. See “Business—Our Operations—Environmental, Health and Safety Matters—Contamination and Hazardous Substance Risks.” There can be no assurances that these third parties will continue to honor these obligations in the future. If third parties refuse to or are unable in the future to perform or pay in accordance with contractual or other obligations, if their contractual or other obligations expire, or if certain contamination or other liability for which we are or become

26

Table of Contents

obligated is not subject to an indemnity, we may be responsible for cleanup of contamination and could incur significant unanticipated costs. It is possible that we will not be able to recover a substantial portion, if any, of the costs that we may incur. Although costs incurred by us in connection with contamination matters to date have not been material, future cleanup costs could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, exposure of our employees, the environment, neighbors and others to risks connected with the manufacturing of our products may result in claims. In connection with contaminated properties, as well as with our operations generally, we could be subject to claims by government authorities, individuals and other third parties seeking damages for alleged personal injury or property damage resulting from hazardous substance contamination or exposure caused by our operations, facilities or products. Our insurance may not be sufficient to cover any of these exposure, product, injury or damage claims.

We are subject to federal regulations aimed at increasing the security of chemical manufacturing facilities and the transportation of hazardous materials. If the costs of complying with these and future regulations increase, our business and results of operations may be negatively impacted.

The U.S. Department of Homeland Security issued regulations aimed at decreasing the risk, and effect, of potential terrorist attacks on chemical plants located within the United States. Our facilities in the United States are subject to these regulations, including the Chemical Facility Anti-Terrorism Standard as well as regulations regarding the transportation of chemicals in the United States. In addition, local and state governmental authorities have instituted various regulatory processes that could lead to new regulations impacting the security of chemical plant locations and the transportation of hazardous chemicals. We are a participant in certain voluntary supply chain programs, such as the U.S. Customs and Border Protections’ Customs–Trade Partnership Against Terrorism (“C–TPAT”) program and the E.U. Authorized Economic Operator (“AEO”) program. It is possible that growth of our production facilities may trigger new regulation and that future legislation or other related legislation may require a substantial increase in costs attributable to complying with such new regulations, which could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to fluctuations in supply and demand for our products, which could decrease our net sales.

Fluctuations in the supply and demand for alkylamines and derivatives in our primary markets may trigger fluctuations in the average selling prices of our products. For example, recent low natural gas prices in the United States have impacted new investments for shale gas exploration and, by extension, demand for certain of our Specialty Amines products. The fluctuations in the average selling prices of our products are primarily caused by market competition, changes in raw material costs and other macroeconomic factors that are beyond our control. For more information about the price fluctuations of our raw materials, see “Business—Our Operations—Raw Materials.”

A number of macroeconomic factors drive demand for chemicals, including changes in world population, availability of arable land per capita and income growth. See “Industry Overview—Markets for Our Products.” Negative trends in any one of these factors may result in a decrease in demand for our products and could have a material adverse effect on our business and results of operations.

As a result of fluctuations in supply and demand for our products, we may experience volatile or declining average selling prices for our products in the future or our average selling prices may not remain at consistent levels. This may result in pressure on our operating margins as average selling prices fall but fixed costs remain constant. Any decrease in the demand for alkylamines and derivatives in our primary markets or any other factor which negatively impacts upon our ability to sell our alkylamines and derivatives could have a material adverse effect on our business and results of operations.

27

Table of Contents

Our business, reputation and products may be affected by product liability claims, complaints or adverse publicity in relation to our products.

Our products involve an inherent risk of injury that may result from tampering by unauthorized third parties or from product contamination or degeneration, including through the presence of foreign contaminants, chemicals, substances or other agents or residues during the various stages of the procurement, production, transportation and storage process. We cannot guarantee that our products will not cause any health related illness or injury in the future or that we will not be subject to claims or lawsuits relating to such matters. Although we carry customary third-party liability and product liability insurance, in the event that a product liability or third-party liability claim is brought against us, we cannot guarantee that we will be successful in making an insurance claim under our policies or that the claimed proceeds will be sufficient to compensate the actual damages suffered. For more information, see “Business—Insurance.”

We may be required to recall our products in certain jurisdictions if they fail to meet relevant quality or safety standards. We cannot guarantee that product liability claims will not be asserted against us as a result. A product liability judgment against us or a product recall could have a material adverse effect on our business and results of operations. In addition, we could be required to increase our debt or divert resources from other investments in our business to discharge any such claims. In addition, adverse publicity in relation to our products could have a significant affect on future sales, which could result in a material adverse affect on the profitability of our operations.

Poor weather conditions could have a material adverse effect on our business.

Poor weather conditions can reduce our sales, particularly in the Crop Protection segment. Sales of our Crop Protection products are affected by weather patterns because crop harvests, and decisions about whether to plant crops, vary according to whether the growing season is excessively wet or dry. Undesirable weather conditions lead to smaller harvests and, accordingly, less demand for our products. The effects of poor weather conditions may have a delayed impact on our results of operations as we sell our products to distributors who may have excess supply, or buy raw materials from suppliers who may have reduced supply, after a poor growing season, resulting in lower order volume the following season. For example, poor weather conditions negatively impacted our volumes in early 2009, which resulted in the loss of two suppliers of our raw materials and, ultimately, a decrease in gross profit margin for 2010.

A variety of force majeure events and the volatile nature of our chemical products could have a material adverse effect on our business. In addition, our production facilities are subject to significant operating hazards and shutdowns.

Our manufacturing operations may be disrupted by a variety of risks and hazards that are beyond our control, such as environmental hazards, strikes and certain catastrophic events, including fires, inclement weather conditions or events, major equipment failures, natural disasters, terrorist strikes and other accidents or events causing stoppages which could lead to shutdowns in operations. Any damage to our facilities, including our information systems, causing short-term disruptions or prolonged delay in the operations of the facilities and distribution and logistics services for repairs or other reasons could have a material adverse effect on our business and results of operations. Additionally, similar risks faced by our suppliers may result in force majeure events under our supply contracts that disrupt our production or increase our costs or both. For example, in 2010, an explosion at the plant of a methanol supplier in Leuna and a catalyzation problem at another methanol supplier for our Pace facility disrupted contracted-for supply for approximately one month and two months, respectively. While we were able to source replacement methanol on the market during those periods, there is no guarantee that in the future we could do so. Additionally, market rates for methanol purchased during a force majeure event have been higher than under contract. In addition, we experienced a power outage at the Ghent facility and a plant outage following difficulties with an ethylene oxide scrubber at the St. Gabriel facility in the summer of 2011. While we were able to correct these problems, we cannot assure you that in the future, similar outages will not take place, or that the impact will be effectively contained if they do. Such disruptions or cost increases could have a material adverse effect on our business and results of operations.

28

Table of Contents

We use, manage, process, manufacture, store, transport and dispose of substantial quantities of chemicals, hazardous raw materials and liquid and solid wastes at our chemical facilities. Some of these materials are very volatile and could be harmful if handled or disposed of improperly. See “Industry Overview.” Accidents involving these substances, which are often subject to high pressures and temperatures during the production process, storage and transport, could cause severe damage or injury to property, the environment and human health, as well as possible disruptions, restrictions or delays in production. Any injuries or damage to persons, equipment or property or other disruption in the production or distribution of our products could result in a significant decrease in operating revenue and significant increase in costs to replace or repair and insure our assets, which could materially adversely affect our business and results of operations. It could also have legal consequences, such as violations of regulatory requirements and/or lawsuits for personal injuries, property damage or diminution, and similar claims.

Our insurance policies may not cover, or fully cover, us against natural disasters, global conflicts, environmental risk or the inherent hazards of our operations and products.

We currently have insurance policies for certain operating risks, which include certain property damage, including certain aspects of business interruption for certain sites, operational and product liability, marine stock, transit, directors’ and officers’ liability, pollution legal liability and industrial accident insurance. See “Business—Insurance.” However, we may become subject to liability (including in relation to pollution, occupational illnesses, injury resulting from tampering, product contamination or degeneration or other hazards) against which we have not insured or cannot fully insure.

For example, military action, terrorist attacks or hurricanes may affect our facilities. In particular, the failure of our information systems as a result of breakdown, malicious attacks, unauthorized access, viruses or other factors could severely impair several aspects of operations, including, but not limited to, logistics, sales, customer service and administration. See “Business—Information Technology.” In the past, hurricanes have caused some damage to our facilities in Florida and Louisiana and have affected our ability to deliver products on time. In addition, in the event that a product liability or third-party liability claim is brought against us, we may be required to recall our products in certain jurisdictions if they fail to meet relevant quality or safety standards, and we cannot guarantee that we will be successful in making an insurance claim under our policies or that the claimed proceeds will be sufficient to compensate the actual damages suffered.

Should we suffer a major uninsured loss, a product liability judgment against us or a product recall, future earnings could be materially adversely affected. We could be required to increase our debt or divert resources from other investments in our business to discharge product related claims. In addition, adverse publicity in relation to our products could have a significant effect on future sales, and, insurance may not continue to be available at economically acceptable premiums. As a result, our insurance coverage may not cover the full scope and extent of claims against us or losses that we incur, including, but not limited to, claims for environmental or industrial accidents, occupational illnesses, pollution and product liability and business interruption. See “Business—Insurance.”

We are subject to the risk of labor relations actions which may disrupt our operations.

Approximately 35% of our workforce is part of a trade union. There can be no assurance that our operations will not be affected by labor relations actions in the future, and there can be no assurance that work stoppages or other labor-related developments will not materially adversely affect our business and results of operations in the future. Future labor contracts may be on terms that result in higher labor costs to us, which also could adversely affect our business.

29

Table of Contents

Risks Relating to This Offering and Ownership of Our Common Stock

An active trading market for our common stock may not develop.

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock will be determined through negotiations between us and the underwriters, and market conditions, and may not be indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, many of which we cannot control, including those described under “—Risks Relating to Our Business” and the following:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price.

Apollo controls us and its interests may conflict with or differ from your interests as a stockholder.

After the consummation of this offering, funds affiliated with Apollo will beneficially own approximately     % of our common stock, assuming the underwriters do not exercise their option to purchase additional shares, or     % if the underwriters exercise their option in full. In addition, representatives of Apollo comprise 5 of our 9 directors and funds affiliated with Apollo have the power to elect all of our directors. As a result, Apollo will continue to have the ability to prevent any transaction that requires the approval of our board of directors or stockholders, including the approval of significant corporate transactions such as mergers and the sale of substantially all of our assets.

The interests of Apollo could conflict with or differ from your interests as a holder of our common stock. For example, the concentration of ownership held by funds affiliated with Apollo could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination that you as a stockholder

30

Table of Contents

may otherwise view favorably. Apollo is in the business of making or advising on investments in companies and holds, and may from time to time, in the future, acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. They may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Our certificate of incorporation will provide that we expressly renounce any interest or expectancy in any business opportunity, transaction or other matter in which Apollo or any of its members, directors, employees or other affiliates (the “Apollo Group”) participates or desires or seeks to participate in, even if the opportunity is one that we would reasonably be deemed to have pursued if given the opportunity to do so. The renouncement does not apply to any business opportunities that are presented to an Apollo Group member solely in such person’s capacity as a member of our board of directors and with respect to which no other member of the Apollo Group independently receives notice or otherwise identifies such business opportunity prior to us becoming aware of it, or if the business opportunity is initially identified by the Apollo Group solely through the disclosure of information by or on behalf of us.

So long as funds affiliated with Apollo continue to beneficially own a significant amount of our equity, even if such amount is less than 50%, it may continue to be able to strongly influence or effectively control our decisions.

Following the offering, we will be classified as a “controlled company” and, as a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon the closing of this offering, funds affiliated with Apollo will continue to control a majority of our common stock. As a result, we will be a “controlled company” within the meaning of the applicable stock exchange corporate governance standards. Under the      rules, a company of which more than 50% of the outstanding voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain stock exchange corporate governance requirements, including:

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors and our nominating/corporate governance and compensation committees will not consist entirely of independent directors and we will not be required to have an annual performance evaluation of the nominating/corporate governance and compensation committees. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the stock exchange corporate governance requirements.

If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

If you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the amount of $        per share because the initial public offering price of $        is substantially higher than the pro forma net tangible book value per share of our outstanding common stock. This dilution is due in large part

31

Table of Contents

to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares. In addition, you may also experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our employees, consultants and directors under our stock option and equity incentive plans. See “Dilution.”

Because we do not anticipate paying dividends on our common stock in the foreseeable future, you should not expect to receive dividends on shares of our common stock.

We have no present plans to pay dividends to our stockholders and, for the foreseeable future, intend to retain all of our earnings for use in our business. The declaration of any future dividends by us is within the discretion of our board of directors and will be dependent on our earnings, financial condition and capital requirements, as well as any other factors deemed relevant by our board of directors. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur.

We may be restricted from paying cash dividends on our common stock in the future.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments on our common stock. The amounts available to us to pay cash dividends may be restricted by law, regulation, or any debt agreements entered into by us or our subsidiaries. For example, our Senior Secured Credit Facilities contain covenants limiting the payment of cash dividends without the consent of the lenders and the indentures governing our Notes contain covenants limiting the payment of cash dividends without the consent of the holders of the Notes. We cannot assure you that these agreements or the agreements governing any future indebtedness of us or our subsidiaries, or applicable laws or regulations, will permit us to pay dividends on our common stock or otherwise adhere to any dividend policy we may adopt in the future.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we will have              shares of common stock outstanding. The shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”) except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We, each of our officers and directors and certain other security holders have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the shares of 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 that is 180 days after the date of this prospectus, except, in our case, for the issuance of common stock upon exercise of options under existing option plans. The underwriters may, in their sole discretion, release any of these shares from these restrictions at any time without notice. See “Underwriting.”

After this offering, subject to any lock-up restrictions described above with respect to certain holders, holders of approximately              shares of our common stock will have the right to require us to register the sales of their shares under the Securities Act, under the terms of an agreement between us and the holders of these securities.

32

Table of Contents

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock.

As a public company, we will become subject to additional financial and other reporting and corporate governance requirements that may be difficult for us to satisfy and may divert management’s attention from our business.

As a public company, we will be required to file annual and quarterly reports and other information pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. We will be required to ensure that we have the ability to prepare financial statements that comply with SEC reporting requirements on a timely basis. We will also be subject to other reporting and corporate governance requirements, including the applicable stock exchange listing standards and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon us. Specifically, we will be required to:

As a public company, we will be required to commit significant resources and management time and attention to the above-listed requirements, which will cause us to incur significant costs and which may place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing these requirements. The cost of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would be if we remained a privately held company. Our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations.

In addition, the Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, significant resources and management oversight will be required. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur certain additional annual expenses related to these activities and, among other things, additional directors’ and officers’ liability insurance, director fees, reporting requirements, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses.

Failure to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that

33

Table of Contents

requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on effectiveness of our internal controls. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue a favorable assessment. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our stock.

Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium of their shares.

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. These provisions include:

Our issuance of shares of preferred stock could delay or prevent a change in control of us. Our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, shares of preferred stock, par value $0.001 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of our preferred stock may have the effect of delaying, deferring or preventing a change in control without further action by the stockholders, even where stockholders are offered a premium for their shares.

In addition, as long as funds affiliated with Apollo beneficially own a majority of our outstanding common stock, Apollo will be able to control all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and certain corporate transactions. Together, these charter, bylaw and statutory provisions could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions, as well as the significant common stock beneficially owned by funds affiliated with Apollo and its rights to nominate a specified number of directors in

34

Table of Contents

certain circumstances, could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of us, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. For a further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock—Certain Corporate Anti-takeover Provisions.”

We will have broad discretion in how we use the proceeds of this offering and we may not use these proceeds effectively. This could affect our results of operations and cause the price of our common stock to decline.

Our management team will have considerable discretion in the application of the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds appropriately. We currently intend to use the net proceeds that we receive from this offering for repayment of indebtedness and other general corporate purposes. We may use the net proceeds for corporate purposes that do not improve our results of operations or which cause our stock price to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of the Company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

35

Table of Contents