Form S-1

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is the initial public offering of the common stock of NEP Group, Inc., a Delaware corporation. We are offering shares of our common stock. No public market currently exists for our common stock. We are an “emerging growth company” and are eligible for reduced reporting requirements. Please see “Summary—Emerging Growth Company Status.”

We have applied to list our common stock on the New York Stock Exchange under the symbol “NEPG.”

We anticipate that the initial public offering price will be between $ and $ per share.

Investing in our common stock involves risks. Please see “Risk Factors” beginning on page 21 of this prospectus.

We have granted the underwriters the option to purchase up to additional shares of common stock on the same terms and conditions set forth above if the underwriters sell more than shares of common stock in this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus and any free writing prospectus prepared by us or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Forward-Looking Statements.”

Unless otherwise indicated, all of the financial data presented in this prospectus is presented on a consolidated basis for NEP Group, Inc. and its subsidiaries. The financial information and certain other information presented in this prospectus have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in certain tables in this prospectus. In addition, certain percentages presented in this prospectus reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding.

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

This prospectus includes copyrighted information of The Nielsen Company, licensed for use herein. The Nielsen material contained in this report represents Nielsen’s estimates and does not represent facts. Nielsen has neither reviewed nor approved this report and/or any of the statements made herein.

We may own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

SUMMARY

This summary highlights some of the information contained in this prospectus. This summary may not contain all of the information that may be important to you. For a more complete understanding of our business and this offering, we encourage you to read this entire prospectus, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the more detailed information regarding our Company and the common stock being sold in this offering, as well as our consolidated historical financial statements and the related notes appearing elsewhere in this prospectus, before deciding to invest in our common stock. The information presented in this prospectus assumes, unless otherwise indicated, that the underwriters do not exercise their option to purchase additional shares of common stock and reflects an - for - split of our outstanding common stock that occurred on , 2015. References in this prospectus to our operating statistics and market positions in 2014 are pro forma for the acquisitions of the Screen Scene Group, MPP Mediatec Group AB (“Mediatec”) and Outside Broadcast and RecordLab and Media GmbH (“Outside Broadcast”). Please see “—Recent Developments.” Some of the statements in this prospectus constitute forward-looking statements. See “Forward-Looking Statements.” In this prospectus, the terms the “Company,” “NEP,” “we,” “us” and “our” refer to NEP Group, Inc. and its subsidiaries. NEP Group, Inc. is a holding company with no independent operations and all of its business is conducted by its subsidiaries.

Overview

We are the largest global outsourced provider of comprehensive live and broadcast production solutions, with leading market positions in the United States, Europe and Australia. We serve the premium sports, entertainment and other live event production markets, where we offer mission-critical outsourced solutions, including remote production, studio production, video display and host broadcasting. Our service offering combines highly-trained technical experts with state-of-the-art production resources to offer a platform-agnostic solution across a wide variety of broadcasts and live events. With a team of more than 800 engineers, we work side-by-side with clients to design tailored solutions and provide real-time support for their productions. Our diverse capabilities offer clients the convenience of a comprehensive solution covering technical design, video and audio content capture through to the delivery of an integrated broadcast feed. We believe that we have the largest and most experienced outsourced engineering team in our industry, delivering unique value through our extensive network of mobile units, fixed-location studios and control rooms, and modular video displays.

Our objective is to leverage our engineering expertise and technical solutions to deliver superior service and develop long-standing client relationships. We believe our clients view us as a trusted partner who shares their commitment to continuous innovation and the seamless delivery of complex, high-quality productions. Our clients include many of the world’s premier television broadcasters, cable networks and event producers who offer the following live and broadcast productions:

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Sports production for well-known media rights holders and related events such as the NFL, PGA, MLB, NHL, NBA, WWE, NCAA, professional tennis, EPL, Olympic Games, World Cup and Commonwealth Games;

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Entertainment production for scripted and unscripted television programming, late night television, awards shows, concert tours and music festivals; and

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Other live event production for corporate events and trade shows.

of increasing our scale has been accelerated by strategic acquisitions, where we have a proven track record of effectively sourcing, evaluating and integrating attractive businesses and assets. Today, we believe that the scale of our platform allows us to satisfy increasingly complex client requirements globally, while enabling us to achieve attractive returns on capital. Our offices in 13 countries and experience in more than 65 countries provide us with a global platform from which we serviced over 1,700 clients and more than 10,700 events in 2014. For the three months ended March 31, 2015 and the year ended December 31, 2014, we generated total revenues of $103.1 million and $442.8 million, respectively, net losses of $35.9 million and $41.2 million, respectively and Adjusted EBITDA of $32.1 million and $145.1 million, respectively. For a reconciliation of Adjusted EBITDA to net loss, please see “Summary—Non-GAAP Financial Measure.”

Outsourcing in our industry is driven by the need for greater engineering expertise and technical solutions, as well as the scale and geographic reach offered by a comprehensive service provider like NEP. We offer a wide array of live and broadcast production services to the sports, entertainment and other live event markets in the United States, Europe and Australia:

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Remote Production services provide our clients with a mobile control room to facilitate the creation and capture of live content, typically equipped with NEP-owned assets (e.g., cameras and related audio and video equipment) together with an NEP broadcast engineering team. These services are typically provided under long-term contracts with our clients for full season coverage of events and programs throughout the life of their related broadcast rights agreements. We have helped clients broadcast over 20 years of popular sports and live entertainment. For the three months ended March 31, 2015 and the year ended December 31, 2014, our remote production services generated 75% and 74%, respectively, of our total revenues.

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Studio Production services include the supply and operation of studios and/or control rooms that support live and near-live television programming for entertainment clients as well as post-production services. These services are typically provided pursuant to annual contracts and are generally renewed throughout the life of the show. For the three months ended March 31, 2015 and the year ended December 31, 2014, our studio production services generated 9% and 9%, respectively, of our total revenues.

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Video Display services provide our clients with the design and set-up of large-scale, modular, LED video screens and related capabilities. For the three months ended March 31, 2015 and the year ended December 31, 2014, our video display services generated 16% and 12%, respectively, of our total revenues.

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Host Broadcasting includes the provision of technical design, build and operational services (e.g., equipment, satellite facilities and broadcast engineers) to assemble and operate centralized broadcast facilities that enable our clients to receive, produce and distribute content globally for multi-venue events. For the three months ended March 31, 2015 and the year ended December 31, 2014, our host broadcasting services generated 0% and 4%, respectively, of our total revenues.

Our ability to deliver high-quality technical solutions for our clients is directly related to our ability to hire, train and retain the most experienced and innovative engineers in the industry. Our technical solutions are supported on-site and in real-time by a team of over 800 highly-trained engineers around the globe. Our high-quality equipment and facilities, which are typically designed and procured in connection with a specific long-term contract, are primarily comprised of 118 mobile production units, 46 studios and control rooms and approximately 14,400 square meters of modular LED displays.

track record of delivering numerous industry firsts. Our highly skilled integration team, which is dedicated to design and development, enables us to translate our extensive on-the-ground experience into high-quality solutions. Lastly, our relationships with suppliers and manufacturers provide us with insight into the latest technologies and trends across the live and broadcast event production industry.

In 2014, we were the:

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# 1 provider of remote production for Premium Events in the United States, with greater than 70% market share;

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# 1 independent provider of technical control rooms in New York City and Los Angeles;

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# 1 provider of remote production for Premium Events in Australia, with greater than 50% market share;

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# 1 provider of remote production for Premium Events in the United Kingdom (the “U.K.”), with greater than 35% market share; and

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# 1 provider of remote production for Premium Events in the Nordic countries (Norway, Finland, Denmark and Sweden), with greater than 40% market share.

We have long-standing relationships with many of the world’s premier television broadcasters, cable networks and event producers who offer live and broadcast productions in sports, entertainment and other live events. Many of our clients have partnered with us for over 20 years, which we believe is driven by our track record of quality, reliability and excellence in service and technology. Our clients produce high-value, live content and, therefore, often rely on our ability to perform when given only one opportunity to execute a seamless live broadcast. In close consultation with our clients, our engineering team designs, develops and integrates production solutions that fit our clients’ technology, production and budgetary needs and provides on-site technical support for each event to facilitate high-quality productions. Our client relationships provide us with strong revenue visibility, as a large portion of our annual revenue is derived from multi-year contracts. Our contracts are typically coterminous with our clients’ broadcast or production rights agreements.

As of April 30, 2015 and 2014, our firm contracted revenue backlog for contracts with greater than one year remaining was approximately $673 million and $560 million, respectively, with a weighted average remaining contract length of approximately 4.4 years as of April 30, 2015. Approximately $496 million of our total firm contracted revenue backlog as of April 30, 2015 is not expected to be realized during 2015. In addition, we also generate additional revenues above contracted levels by providing incremental services at events to support expanded client needs, such as shoulder programming (e.g., pre-game, post-game and halftime shows) or additional on-site cameras.

Since 2004, we have completed 19 acquisitions for total consideration of over $700 million. Our acquisition activity has broadened our global footprint and expanded our service offering, enabling us to increase revenues from our clients, achieve cost synergies, cross-sell existing or acquired service offerings and improve our purchasing power with suppliers. Most recently, we acquired Mediatec in April 2015, a remote production company with leading market share in the Nordic countries, and Outside Broadcast, a remote production company in Belgium. The acquisitions are expected to provide us with a platform for organic growth and bolt-on acquisitions, as well as a new cloud-based media production solution known as Mediabank. In January 2014, we acquired Global Television (“GTV”), the market leader in remote production in Australia. This acquisition provided us with a leading position in the Australian market, a platform for potential expansion into the broader Asian markets and a host broadcasting capability that has been leveraged across the NEP platform.

Market Opportunity

We believe that the size of the total addressable market of global live and broadcast production solutions is approximately $19.2 billion, out of which $1.5 billion and $8.1 billion represent existing U.S. and international core service offering opportunities, respectively, and $9.6 billion represents global opportunities in future planned service offerings, including content management, post production, uplink, audio, lighting, stage set design, freight forwarding, playout and technical consulting. As the largest global outsourced provider of comprehensive live and broadcast production solutions, we believe that our economies of scale and deep industry experience allow us to continue expanding our platform through both organic investment and acquisitions in these highly fragmented markets. We also believe that we are well positioned to win a disproportionate amount of the new business that is converted from in-house operations or currently outsourced to a smaller provider as clients seek services from partners with the scale and engineering expertise necessary to deliver high-quality productions.

Over the past decade, demand for high-quality productions with increasingly complex technical needs has driven consolidation within the live and broadcast production industry, especially in the United States. We believe that these same dynamics will support consolidation internationally, with additional support by the increasing demand for global delivery of comprehensive production services. We expect providers with greater scale and global reach will offer increasing competitive advantage, delivering higher-quality services and overall value to clients through long-term relationships. Against this backdrop, we believe there may be opportunities to consolidate markets, increase our scale, and continue to diversify the solutions that we provide to our clients. Our primary end markets include production and related solutions for sports, entertainment and corporate events, where we seek to be a top-tier service provider in all of the markets where we operate. Our scale and expertise position us to take advantage of several end-market trends including:

Increased demand for outsourced solutions

Outsourcing of live and broadcast solutions continues to be driven by the need for greater technical resources and expertise, particularly for live and broadcast productions. We believe that our clients have historically found it difficult to attract, develop and retain the necessary talent to design, construct and deliver high-quality production solutions, including engineers and other technical experts. Today, this outsourcing trend continues, driven by the increasing complexity of some of our clients’ live and broadcast productions, requiring specialized talent and technical capabilities, as well as the scale and geographic reach offered by a comprehensive service provider.

Increased value of live television due to time-shifting of programming

With the advent and continued evolution of digital video recorders (DVR) and Video-on-Demand (VoD) technology, consumers increasingly possess capabilities that speed or avoid delivery of advertisements, resulting in lower advertising value for marketers. Due to these trends, higher value programming has shifted towards content that is not only in high demand among viewers but also much more likely to be viewed live, translating into significantly more value for both marketers and broadcasters. As sporting events and unscripted television tend to be real-time and results-oriented in nature, broadcasters are more aggressively increasing programming in these areas.

Sports: According to The Nielsen Company, the total hours of sports programming aired on television grew over 240% from 2004 to 2014. In order to take advantage of the premium advertising spend, broadcasters have increased the segmentation of live sports broadcasting content, including pre-game and post-game analysis as well as halftime entertainment, highlights and replay shows. Each additional event potentially generates incremental demand for our services.

Unscripted Television Programming: After a decade of growth, broadcaster and consumer focus on unscripted television content has remained strong. According to Nielsen’s weekly ratings, unscripted

television shows have accounted for as many as seven out of the top ten highest rated television broadcast programs in the United States in the last six months. Unscripted programming typically requires higher use of outsourced production solutions that we offer, including remote and studio production, video display, transmission and post-production services.

Increase in global consumer demand for live sports programming

According to The Nielsen Company, individual consumption of sports related content has grown over 21% from 2004 to 2014. One of the drivers of this increase is sports globalization; for instance, the EPL has recently granted broadcast rights to NBC for all of its regular season games through the 2016 season as a means to expand access to United States viewers. With the ability to broadcast globally, leagues are broadcasting games from all over the world, not just in their domestic markets. As domestic leagues expand into foreign markets, they will need reliable production partners to deliver and operate key production equipment all over the world. Given that each league has unique preferences in capturing, editing and broadcasting data, we believe they will require comprehensive service offerings to ensure seamless production as the number of international broadcasts increases. According to SNL Kagan, the value of the most recent NFL, MLB and NBA broadcast rights agreements have increased between 60% to 170% as compared to the prior contracts.

Growing global content consumption across all media genres

Technological advancements have enabled consumers of all age, race and ethnicity groups to consume media content with more presence than ever before. According to Nielsen’s Cross-Platform Report, during the fourth quarter of 2014, the average American adult spent approximately 5% more time per day, compared to the fourth quarter of 2012, consuming media through live television, time-shifted television and smartphones. This increased demand for content continues to fuel the proliferation of content delivery alternatives. For instance, the number of cable channels has increased approximately 400% since 1995, according to SNL Kagan. As a result, broadcasters focus on delivering premium programming through HD content or exclusive events in order to generate larger, captive and loyal audiences. These trends are particularly relevant to remote production services providers such as NEP, as our ability to generate revenue is typically unaffected by the content delivery method (e.g. internet, cable and satellite streaming video services), and therefore, we generally benefit from increased content creation.

Continued increase in outsourced studio production by broadcasters

As outsourced production and new media content proliferation trends continue, we believe specialized technical and engineering experts will be required to design and deliver the technical solutions to support this content. In some markets this trend is already apparent. For instance, New York has experienced 50% growth in production of television series since 2011. Similarly in the U.K., multichannel broadcaster expenditures on independent production grew at a 26% compound annual growth rate between 2004 and 2012 according to data from the Commercial Broadcasters Association. To further support production outside of a broadcaster’s location, several international and domestic markets are providing tax incentives to promote foreign television production where the broadcasters likely have no established studio or control room facilities including British Columbia, the U.K., New York and Connecticut. We believe independently operated studio providers are poised to benefit from the increase in demand for technical services, crewing support and studio facilities driven by the new content and incentives provided in key studio production markets.

A resurgence in live music concerts, tours and festivals and other live event services generating demand for mobile broadcasting service and display technology

The transition of recorded music to digital media has resulted in electronic distribution and digital music streaming, which represents a growing portion of industry revenue and has left the music industry susceptible to piracy. These changes have led musicians to target touring and live events as a more stable source of revenue. According to a Billboard survey in May 2015, concert revenue accounted for more than 80% of revenue in the music industry in 2014.

Focus on the live music sector is growing, while the venues at which live concert and events are held are becoming larger; in the last five years, multiple arenas and stadiums have been replaced, in some cases increasing attendance by approximately 50%. Audiences are demanding a more immersive experience, which includes more advanced features such as the ability to stream events remotely. Additionally, music festivals, which require advanced technical capabilities, are becoming increasingly popular, with 32 million people attending at least one festival a year in the United States in 2014, as reported by Nielsen. We believe these trends will create further opportunities for live and broadcast production solutions providers, such as NEP, to expand service offerings for live events (e.g. display, projection, audio and lighting), as well as the opportunity to provide other value added services (e.g. content management, live event management and technical consulting).

Our Competitive Strengths

We believe the following are among our core competitive strengths and enable us to differentiate ourselves in the markets we serve:

Market leader in comprehensive live and broadcast production solutions, with global reach, expansive scale and breadth of service offerings

We are the largest global outsourced provider of comprehensive live and broadcast production solutions to the sports, entertainment and other live events markets. We offer a diverse array of services primarily in the United States, Europe and Australia and have serviced events in more than 65 countries. The depth and breadth of our platform is supported by over 800 experienced engineers and an extensive portfolio of mobile and studio assets including 118 mobile production units, 46 studios and control rooms and 14,400 square meters of modular LED displays.

Our global reach, expansive scale and breadth of service offerings provide us with a number of competitive advantages, including the ability to:

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Deliver “Gold Standard” Service—We are able to deliver best-in-class performance, allowing us to create and maintain long-term client relationships. Our “Gold Standard” service is made possible due to the performance of our experienced, technically-skilled engineers and in-house designed technical solutions. We believe our clients view us as a trusted partner who shares their commitment to high-quality productions;

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Leverage Scale and Geographic Reach to Satisfy Complex Client Needs—We are able to leverage our scale to deliver a compelling value proposition to our clients, who are increasingly demanding global delivery of complex integrated services, while maintaining the expertise and footprint to remain nimble and responsive;

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Achieve Attractive Economics by Differentiation through Innovation and Scale—Our combination of engineering expertise, technical solutions and unparalleled global platform represent significant competitive differentiation. Our increased negotiating power with key suppliers provides lower cost and ready access to new technology across our global footprint, which helps us achieve attractive returns on capital;

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Efficiently Repurpose Owned Technical Solutions—Our geographic reach and diversified service offerings allow us to optimize the useful life and revenue-generating potential of our assets by selectively repurposing existing assets and solutions into markets with lesser technical requirements; and

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Consistently Maintain Financial Performance—The diversity of our clients, markets and service offerings has enabled us to maintain substantially consistent historical financial performance across economic cycles, characterized by long-term growth in long-term Adjusted EBITDA and free cash flow.

Award-winning technology leader providing innovative, mission-critical production solutions

We offer our clients the latest in live and broadcast production technology, allowing us to deliver industry-leading comprehensive live and broadcast production solutions which enable high-quality productions. We were one of the first movers in successfully transitioning remote production from standard (SD) to high definition (HD) technology and we strive to be at the forefront of new technologies and broadcast innovations. Our clients rely on the depth of our engineering team’s technical expertise to match existing market technologies and capabilities with their specifications. Through the design, development and implementation of mission-critical production solutions, our engineering personnel become highly integrated within our clients’ organizations. These engineers, together with our in-house integration teams, also have a strong record of innovation for our clients. Examples of such innovation include low latency wireless camera solutions, innovative video display set designs and automation of the configuration process for production monitor walls. Our success and technology leadership has been recognized through numerous awards, including seven of the last ten Sports Emmy Technical Team Remote awards, Emmy Awards for technical excellence, five Sports Broadcasting Hall of Fame inductees, two technology leadership awards from Broadcasting & Cable Magazine four Pollstar Awards, four Parnelli Awards and a design award from the National Association of Broadcasters.

Strong culture of innovation and technical excellence driven by superior people development

Our culture of innovation and technical excellence is at the foundation of our business model. We believe our ability to deliver consistently high-quality, comprehensive outsourced production solutions for our clients is directly related to our ability to hire, train and retain the finest and most innovative engineers in the industry. Taking advantage of our global reach and depth of expertise, we provide numerous education and training opportunities to our engineering teams. Since 2006, we have offered a rigorous two-year training program for our new hires known as the NEP Mobile Unit Engineer Apprentice Program. Additionally, our Engineer Exchange Program provides engineers the opportunity to travel to one of our overseas locations to work alongside regional engineering teams and exchange know-how, facilitate integration of newly acquired assets and better equip themselves for global service delivery. Our engineers are also involved in the research and development process, enhancing their capability to troubleshoot and support our clients on site. As a result, we believe that we have earned a reputation as an employer of choice in the outsourced production industry. This is evidenced by the low levels of turnover among our engineers, who have an average tenure of 6.5 years, helping to develop continuity in customer relationships and depth of technical expertise, based on live and diverse experience.

Proven ability to successfully execute and integrate acquisitions, adding new companies to the NEP worldwide network

acquisitions. We target companies that enjoy leading market share positions, generate strong cash flow, are culturally aligned with NEP and offer a mix of new services, clients and geographic access.

We have a strong in-house M&A team with significant experience that provides support with identification, evaluation, diligence and integration. The production solutions markets are large and highly fragmented with many attractive targets. Based on our acquisition track record and the favorable view of NEP from target management teams, NEP is typically viewed as a credible buyer to potential acquisition targets, which has allowed us to continue to grow our pipeline of opportunities. Our experienced in-house M&A team is regularly engaged in acquisition discussions and has a pipeline of several potential targets under consideration.

We have consummated and integrated 19 acquisitions since 2004. These acquisitions have expanded our geographic reach in remote production, studio production and video display and have added service offering capabilities in host broadcasting, post production and uplink. In the United States, we have consolidated several remote production players which serve sports broadcasts, including Corplex, MIRA Mobile, National Mobile Television, New Century Production and Trio Video. Within the video display market we have built scale through the acquisitions of Screenworks, American Hi-Def and Sweetwater. We entered the U.K. market with the acquisition of Visions in 2004 and have subsequently added capabilities across remote and studio production with the acquisitions of Bow Tie Video, Cymru, Roll To Record and the Screen Scene Group. We entered the Australian market in 2014 with the acquisition of GTV and further strengthened our platform there with the acquisition of Silk Studios. We further grew our European platform in December 2014 with the acquisition of Faber in the Netherlands and, most recently in April 2015, we acquired Mediatec and Outside Broadcast, extending our network to the Nordic and DACH countries (Switzerland, Germany and Austria).

Attractive operating model with high level of contracted revenue and strong free cash flows

Our annual revenue historically has been highly predictable, with strong revenue visibility and relatively limited sensitivity to significant macroeconomic changes. As of April 30, 2015 and 2014, our firm contracted revenue backlog for contracts with one or more years remaining was approximately $673 million and $560 million, respectively. Approximately $496 million of our total firm contracted revenue backlog as of April 30, 2015 is not expected to be realized during 2015. Our long-term contracts typically range from three to seven years with certain contracts lasting up to 12 years and had a weighted average remaining life of 4.4 years as of April 30, 2015. In addition to this contracted revenue stream, our long-term client relationships provide for a significant amount of recurring revenue. These factors have contributed to the consistency of our historical financial performance across economic cycles. We also have limited exposure to individual client risk, with no single client group accounting for more than 14% of revenue for the year ended December 31, 2014.

In addition to high levels of contracted revenue, there are several factors which have contributed to our strong historical generation of free cash flow. Much of our capital investment is success-based, with significant capital investments typically tied to new or renewed client contracts. Pricing for these contracts is market-based, but supported by internal rate of return criteria that we evaluate prior to entering into a new contract. In addition, given our size and scale, we are able to optimize the useful life of assets by repurposing assets and solutions into markets with lesser technical requirements. We also benefit from modest working capital requirements; well-maintained, long-lived equipment, which limits our near-term maintenance capital expenditure requirements; and, as of December 31, 2014, approximately $182.6 million in U.S. Federal net operating losses in addition to state and foreign net operating losses, which, subject to some limitations, are expected to support increased free cash flow.

Long-term relationships with high-profile clients driven by the delivery of high-quality comprehensive live and broadcast production solutions

We have a long track record of delivering high-quality comprehensive live and broadcast production solutions to our clients. Our clients include premier broadcasters, event producers and cable networks, and our services are mission-critical to enable their productions across the globe. As our clients increasingly demand the integrated delivery of complex, comprehensive services on a global scale, we believe that our ability to be nimble and responsive in leveraging our growing global platform and capabilities, such as host broadcasting and flypacks, also becomes a key differentiating factor in maintaining and creating long-term client relationships.

We believe our reputation for superior service, demonstrated through our history of consistent, long-term coverage of high-profile sports, entertainment and other live events, together with our intimate knowledge of clients’ operations, preferences and technology needs, provide our existing clients with strong incentives to renew contracts with us. In 2014, over 83% of our contracted revenue came from repeat contracts.

Strong, diverse management team supported by deep bench of industry-leading talent

Our management team possesses a combination of long-time NEP experience, related industry backgrounds and functional area expertise. Members of our senior management team average 12 years with our company, during which time they have cultivated strong client relationships and serviced thousands of events. Our management team has positioned us as a leader in our markets and has successfully marketed our services to retain and grow market share over time. Further, our management team has demonstrated its ability to successfully identify and execute acquisition and growth strategies on a global scale.

Our Strategy for Growth

Our multi-faceted growth strategy is to continue to pursue strategic acquisitions and expand our global scale while further developing our industry-leading technical solutions, engineering expertise and deep client relationships. Our strategy has historically allowed us to achieve strong margins, cash flow growth and attractive returns on capital. The key components of our strategy are:

Continue to pursue strategic acquisitions to improve our scale, reach and value to our clients

Acquisitions are an important component of our growth strategy. We believe that many of our clients increasingly favor scale providers to service their broadcasts and live events in order to meet their needs for the global delivery of high-quality and technically-complex productions. Since 2004, we have acquired and successfully integrated 19 businesses for total consideration of over $700 million. These acquisitions have added new leadership and engineering expertise to our platform, helped diversify our revenue mix and increased the scale and reach of our global service offerings, while enabling us to achieve cost synergies, cross-sell services and improve purchasing power. Most recently, in April 2015, we expanded our remote production and studio production capabilities by acquiring Mediatec and Outside Broadcast, extending our reach into the Nordic and DACH countries, as well as Belgium. In January 2015, we acquired the Screen Scene Group, extending our reach into Ireland and expanding our presence in the U.K., while also adding remote production and video display capabilities in these geographies. During 2014, we acquired GTV, Silk Studios and Faber; these acquisitions together provide entry into Asia and Continental Europe broadly, as well as new capabilities to deliver remote production, video display and host broadcasting services from local offices in Europe, Australia and the Middle East.

capital provide us with a competitive advantage in attracting potential sellers. We believe that there will continue to be an attractive pipeline of available acquisition candidates for us to consider and we intend to continue to aggressively pursue opportunities within broadcasting, live events and other value added services.

Expand global platform through continued consolidation and other growth initiatives

In addition to the acquisitions of Mediatec and Outside Broadcast, we are working to expand our operations within our existing international footprint, including the U.K., Continental Europe, Australia and the Middle East, both organically and through potential acquisitions. We believe that we have the opportunity to selectively consolidate smaller providers and win new outsourced production contracts in these geographic markets.

Once we have an established position in a geographic market with our core service offering, often through the acquisition of a successful regional or local player, we are able to further leverage the NEP platform with bolt-on acquisitions. This strategy has been successful over the past decade for NEP in the United States, and we intend to apply the same approach to international markets that are more highly-fragmented today. These acquisitions are typically similar in return and risk profile to organic growth through new signed contracts, while also offering the opportunity for increased utilization and cost synergies.

We are also able to leverage our existing operations to drive organic growth opportunities with both new and existing clients. For example, following our acquisition of Australia-based GTV which brought new host broadcasting capabilities to NEP, we were able to roll-out these services beyond the Australia market in 2014, most notably with the Commonwealth Games. In addition, we have been able to utilize high profile global events, such as the Olympic Games and Wimbledon, to raise our profile and establish new client relationships in our existing geographies.

Develop complementary products and services to increase our penetration with existing clients

We continually evaluate opportunities to serve our clients’ additional or adjacent production needs, organically or through acquisitions. These offerings may include lighting and audio solutions for live events, rigging infrastructure for stage productions, operations and logistics management and various other play-out and feed monitoring services. Many of these services are complementary to our existing technical solutions, allowing us to provide a more comprehensive set of services to our existing clients. We seek to leverage our existing expertise and service offerings to further penetrate our clients’ organizations and capture a greater share of their rapidly evolving production needs. We are in a strong position to evaluate the demand characteristics and overall adoption potential of adjacent service offerings given the depth to which we are integrated into our clients’ production workflow.

Continue to invest in human capital and client-driven service offerings to further sustain and enhance our leadership position

We believe that we have the most experienced live and broadcast event production engineering team in the industry. We seek to be the employer-of-choice for highly-skilled technical and engineering experts, who are integral to delivering superior services to our clients. We have made, and will continue to make, significant investments in the development of comprehensive technical solutions in the areas of broadcast, live events and other value-added services. As content delivery standards in our industry advance, we are focused on ensuring our portfolio of services delivers the greatest value for our clients, enabling us to grow with them as their production needs expand. We believe that our innovative capabilities are vital to maintaining our long-term relationships with our clients as well as developing new opportunities. Across all of our operations, we remain committed to hiring, training and retaining the industry’s most skilled engineers to strengthen and expand our offerings, delivering innovative solutions for our clients.

Recent Developments

Mediatec Acquisition

On April 29, 2015, we closed the acquisition of Mediatec, a leading outsourced production services provider in the Nordic and DACH countries, with headquarters in Sweden. This acquisition provides NEP with an established presence in the Nordic and DACH countries from which to grow its remote production and studio production service offerings, as well as complement the existing video display service offering under Faber. The aggregate purchase price for Mediatec was approximately 696.4 million SEK, or $81.0 million (based on currency exchange rates as of April 29, 2015), in cash consideration and included the assumption of Mediatec’s existing debt of approximately 408.8 million SEK, or $47.5 million.

Outside Broadcast Acquisition

On April 29, 2015, we closed the acquisition of Outside Broadcast, a leading outsourced production services provider in Belgium. This acquisition provides NEP with an established presence in Continental Europe from which to grow its remote production and studio production service offerings. The aggregate purchase price for Outside Broadcast was approximately 10.6 million EUR, or $11.5 million (based on currency exchange rates as of April 29, 2015). In connection with the Outside Broadcast acquisition, we assumed debt of approximately 10.3 million EUR, or $11.2 million. The debt balance is comprised of outstanding loans, including a line of credit and capital leases with third party financial institutions.

The aggregate purchase price for each of the Outside Broadcast and Mediatec acquisitions was funded in part by additional borrowings of $75.0 million under our second lien term loan and $25.0 million in proceeds from the issuance of 227,273 shares of our common stock to certain of our existing stockholders. On April 30, 2015, we also issued 30,819 shares of our common stock to certain members of management and other accredited investors of Mediatec and Outside Broadcast. See “Capitalization.”

Our Equity Sponsor

Founded in 2004, Crestview Partners is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with over $7 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview’s senior investment professionals primarily focus on sourcing and managing investments in each of the specialty areas of the firm: media, energy, financial services, healthcare and industrials. As used in this prospectus, “Crestview Partners” or “Crestview” refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P., which, following this offering, will continue to be our controlling stockholder as the owner of % of our common stock (or % if the underwriters exercise their option to purchase additional shares in full).

Risk Factors

Investing in our common stock involves risks. In particular, the following consideration may affect our competitive strengths or have a negative effect on our strategy, which could cause a decrease in the price of our common stock and a loss of all or part of your investment:

Risks Related to Our Business

•

We face competition in our existing markets and may be subject to increased competitive pressures for our services.

•

We may lose business as a result of the vendor diversification efforts of our clients.

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An adverse realignment of broadcast rights could have a material adverse effect on our business, results of operations, financial condition and cash flow.

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We have numerous individual contracts at any one time, but often several are with a single client or client group. If a substantial portion of our client contracts terminate and we are unable to successfully renew or replace these contracts on comparable terms, then our business, results of operations, financial condition and cash flow could be adversely affected.

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If the estimates and assumptions we use to determine the size of our target market are inaccurate, our future growth rate may be impacted and our business would be harmed.

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Labor strikes and lock-outs for major sports leagues constitute force majeure events under certain of our client contracts.

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The sporting and other live events that our clients broadcast are highly sensitive to popular viewership preferences and our clients may be unable to anticipate changes in consumer preferences, which may result in any particular event or show underlying our contracts not being renewed.

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We may not be able to respond to rapid changes in technology.

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We lease our studios and may not be able to pass increases in rents to our studio production clients.

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Our business depends on our senior management and other key personnel.

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Our level of indebtedness could materially and adversely affect our financial condition.

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Our indebtedness has floating interest rates and we do not currently hedge against the risk of interest rate increases.

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Our credit facilities contain restrictions that limit our flexibility in operating our business.

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Our results have been adversely affected by economic uncertainty or deteriorations in economic conditions, and may be similarly affected in the future.

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Our sales and operations are subject to the economic, political, legal and business conditions in the countries in which we do business, and our failure to operate successfully or adapt to changes in these conditions could limit or disrupt our sales and operations.

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We face risks relating to currency fluctuations and currency exchange.

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We could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws.

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We have significant intangible assets including goodwill and may experience impairment of goodwill or other intangible assets.

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Limitations on our ability to utilize our net operating losses may negatively affect our financial results.

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Significant increases in the costs of insurance, insurance claims or our deductibles may negatively affect our profitability.

Risks Related to Acquisitions

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We may be unsuccessful in identifying and consummating suitable acquisitions, which may negatively impact our acquisition growth strategy.

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The due diligence process that we undertake in connection with acquisitions may not reveal all facts that may be relevant in connection with an acquisition.

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We may face difficulty integrating the operations of the businesses we have acquired and may acquire in the future.

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We typically retain the management of the businesses we acquire and rely on them to continue operating the acquired businesses, which leaves us vulnerable in the event they leave our company.

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Federal, state and foreign taxation of business combinations may discourage business combinations.

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We may seek to raise funds, finance acquisitions or develop strategic relationships by issuing additional shares of common stock that would dilute your ownership.

Risks Related to this Offering and Ownership of Our Common Stock

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Our sponsor controls us and their interests may conflict with or differ from your interests as a stockholder.

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We are a “controlled company” within the meaning of the New York Stock Exchange (“NYSE”) rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements.

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Internal control deficiencies have been identified that constituted a material weakness and significant deficiencies in our internal control over financial reporting. If one or more material weaknesses or significant deficiencies recur or if we fail to establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely affected.

This list is not exhaustive. For a discussion of these risks and other considerations that could negatively affect us, including risks related to this offering and our common stock, see “Risk Factors” and “Forward-Looking Statements.”

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or “JOBS Act.” For as long as we are an emerging growth company, unlike other public companies, we will not be required to:

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provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;

•

comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

•

comply with any new audit rules adopted by the PCAOB, unless the Securities and Exchange Commission determines otherwise;

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provide certain disclosure regarding executive compensation required of larger public companies; or

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obtain unitholder approval of any golden parachute payments not previously approved.

We will cease to be an “emerging growth company” upon the earliest of:

•

when we have $1.0 billion or more in annual revenues;

•

the date on which we become a “large-accelerated filer” (i.e., the end of the fiscal year on which the total market value of our common equity securities held by non-affiliates is $700.0 million or more as of the preceding June 30^th);

The Offering

Common stock offered by us

shares.

Option to purchase additional shares

We have granted the underwriters an option to purchase up to an additional shares from us, at the initial public offering price, less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

Total shares of common stock outstanding after this offering

shares (or shares, if the underwriters exercise in full their option to purchase additional shares).

Use of proceeds

We expect to receive approximately $ of net proceeds (or approximately $ if the underwriters exercise in full their option to purchase additional shares) (based upon the assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus) from the sale of the common stock offered by us, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the public offering would increase (decrease) our net proceeds by approximately $ million.

We intend to use the $ million of net proceeds from this offering to repay borrowings and related fees and expenses outstanding under our revolving credit facility and $ million of net proceeds from this offering to repay borrowings outstanding under our second lien term loan.

Directed Share Program

At our request, the underwriters have reserved for sale at the initial public offering price up to shares offered hereby for officers, directors, employees and certain other persons associated with us. The number of shares available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered hereby. Any participants in this program shall be prohibited from selling, pledging or assigning any shares sold to them pursuant to this program for a period of 180 days after the date of this prospectus. Please read “Underwriting.”

Dividend policy

We do not anticipate paying any cash dividends on our common stock.

Listing and trading symbol

We have applied to list our common stock on the NYSE under the symbol “NEPG.”

The financial data set forth below is only a summary and is not complete. It also does not necessarily indicate or represent anything about our future operations. You should read this summary financial data in conjunction with the disclosure under “Use of Proceeds,” “Capitalization,” “Selected Historical Condensed Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes thereto included elsewhere in this prospectus.


	Predecessor			Successor
	358-Day Period Ended December 23, 2012			December 24, 2012 (date of inception) through December 31, 2012			Year Ended December 31,						Three Months Ended March 31,
	358-Day Period Ended December 23, 2012						2013			2014			2014 (as restated)(2)			2015
	(in millions)
Statement of Operations Data
Revenue	$	372.1		$	4.4		$	356.5		$	442.8		$	95.2		$	103.1
Cost of services, exclusive of depreciation and amortization		139.2			1.0			103.8			148.9			32.8			31.5
Engineering		67.6			1.5			72.7			82.5			19.5			21.2
Selling, general and administrative		83.4			0.9			63.5			76.9			18.1			21.5
Depreciation and amortization (1)		73.6			2.2			101.1			133.6			30.2			36.9

Income (loss) from operations		8.4			(1.3	)		15.4			0.9			(5.3	)		(8.1	)
Interest expense (1)		16.0			1.1			38.3			43.4			10.3			11.9
Write-off of debt issuance costs		—			—			21.2			0.5			0.5			—
Other income		(1.4	)		—			(3.6	)		(7.1	)		(2.8	)		(1.6	)
Other expenses		3.3			—			3.3			18.1			0.7			12.7

Loss before income taxes		(9.5	)		(2.5	)		(43.8	)		(54.0	)		(13.9	)		(31.1	)
Income tax (expense) benefit		(3.0	)		0.9			16.5			12.8			3.2			(4.9	)

Net loss		(12.4	)		(1.5	)		(27.3	)		(41.2	)		(10.7	)		(35.9	)
Foreign translation adjustment		1.3			—			0.7			(8.5	)		3.7			(7.7	)

Comprehensive loss	$	(11.1	)	$	(1.5	)	$	(26.6	)	$	(49.7	)	$	(7.0	)	$	(43.6	)

Earnings Per Common Share:
Net loss attributable to common shareholders, basic	$	(7.45	)	$	(0.54	)	$	(9.64	)	$	(14.34	)	$	(3.74	)	$	(12.30	)
Net loss attributable to common shareholders, diluted	$	(7.45	)	$	(0.54	)	$	(9.64	)	$	(14.34	)	$	(3.74	)	$	(12.30	)
Number of common shares outstanding, basic		1,668,793			2,818,583			2,832,692			2,873,886			2,865,769			2,918,822
Number of common shares outstanding, diluted		1,668,793			2,818,583			2,832,692			2,873,886			2,865,769			2,918,822

Balance Sheet Data (at period end)
Cash and cash equivalents	$	9.3		$	8.0		$	3.9		$	6.8		$	14.0		$	9.6
Working capital		(23.6	)		8.0			14.7			12.1			9.6			—
Total assets		651.1			911.4			879.8			1,117.1			1,060.6			1,110.7
Total debt, including current portion		394.8			623.5			622.2			874.2			800.2			896.4
Total shareholders’ equity		143.7			200.1			176.1			135.8			172.6			94.0

Cash Flow Data
Net cash flow provided by (used in):
Operating activities	$	91.0		$	(1.4	)	$	70.7		$	79.3		$	15.5		$	12.9
Investing activities		(110.5	)		(400.6	)		(61.9	)		(337.8	)		(174.8	)		(35.9	)
Financing activities		25.8			400.7			(11.8	)		253.5			173.0			17.6

Other Financial Data

Adjusted EBITDA	$	112.5		$	0.9		$	122.5		$	145.1		$	27.0		$	32.1

(1)

As a result of our Corporate Reorganization, the comparability of our interest expense and depreciation and amortization was affected between the Predecessor’s and Successor’s financial data. Interest expense increased as a result of the increase in debt used to finance the Corporate Reorganization. Depreciation and amortization increased as a result of an increase in the basis of our assets to reflect their fair market value at the time of the Corporate Reorganization.

(2)

Subsequent to the date of the original issuance, we concluded that we were required to restate our unaudited interim condensed consolidated financial statements as of and for the quarter ended March 31, 2014. These amounts have been noted herein as restated. See Note 15 within the Condensed Consolidated Financial Statements for further discussion and detail of the restatement.

Non-GAAP Financial Measure

Adjusted EBITDA

Adjusted EBITDA is defined as EBITDA before stock-based compensation expense, acquisition activity expenses, professional fees associated with the May 2012 debt recapitalization, expenses associated with our Corporate Reorganization, one-time bonuses paid pursuant to the Corporate Reorganization, net loss from discontinued operations, write-off of deferred offering costs, write-off of unamortized debt issuance costs, other income, other expenses, and miscellaneous expenses as described in the footnotes to the table below. EBITDA is defined as earnings before interest expense, income tax expense, depreciation and amortization.

Our management uses Adjusted EBITDA as a means to measure our operating performance and to assist in comparing performance from period to period on a consistent basis. It is also used to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, as well as in communications with our board of directors, creditors, analysts and investors concerning our financial performance. We also believe Adjusted EBITDA may be used by some investors to assess our underlying financial performance.

Adjusted EBITDA is not a presentation made in accordance with generally accepted accounting principles (“GAAP”) and our computation of Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains adjustments that are taken into account in the calculation of the components of various covenants in our credit agreement. Adjusted EBITDA should not be considered as an alternative to operating earnings or net (loss) earnings as measures of operating performance. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. For instance, Adjusted EBITDA:

•

does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

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does not reflect changes in, or cash requirements for, our working capital needs;

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does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

•

does not reflect certain other non-cash income and expenses.

The following tables reconcile net loss as reflected in the results of operations tables to Adjusted EBITDA for the periods presented:


	Predecessor			Successor
	358-Day Period Ended December 23, 2012			December 24, 2012 (date of inception) through December 31, 2012			Year Ended December 31,						Three Months Ended March 31,
	358-Day Period Ended December 23, 2012						2013			2014			2014 (as restated)(5)			2015
	(in millions)
Net loss	$	(12.4	)	$	(1.5	)	$	(27.3	)	$	(41.2	)	$	(10.7	)	$	(35.9	)
Adjustments:
Interest expense		16.0			1.1			38.3			43.4			10.3			11.9
Depreciation and amortization		73.6			2.2			101.1			133.6			30.2			36.9
Income tax expense (benefit)		3.0			(0.9	)		(16.5	)		(12.8	)		(3.2	)		4.9
Stock-based compensation expense		3.0			—			1.9			2.1			0.5			0.5
Acquisition activity expenses		1.2			—			2.5			4.2			1.0			2.8
Debt recapitalization professional fees		1.1			—			—			—			—			—
Corporate Reorganization expenses (1)		19.7			—			0.8			—			—			—
Corporate Reorganization bonuses		4.5			—			—			—			—			—
Write-off of deferred offering costs (2)		—			—			—			2.2			—			—
Write-off of unamortized debt-issuance costs (3)		—			—			21.2			0.5			0.5			—
Other income		(1.4	)		—			(3.6	)		(7.1	)		(2.8	)		(1.6	)
Other expenses		3.3			—			3.3			18.1			0.7			12.7
Miscellaneous expenses (4)		1.0			—			1.0			2.1			0.5			(0.1)

Adjusted EBITDA	$	112.5		$	0.9		$	122.5		$	145.1		$	27.0		$	32.1

(1)	For each period, reflects transaction fees associated with the Corporate Reorganization and is recorded in selling, general and administrative expense.

(2)	During the year ended December 31, 2014, we delayed the timing of this public offering and, as a result, deferred offering costs of $2.2 million were charged against earnings. These amounts are included in our selling, general and administrative expenses.

(3)	For each period, reflects debt issuance cost write-off expense related to the refinancing of our Credit Agreements.

(4)

For the 358-day period ended December 23, 2012, includes $0.8 million of restructuring charges, including severance payments. For the year ended December 31, 2013, includes $0.7 million of consulting and evaluation fees for enterprise resource planning software. For the year ended December 31, 2014, includes $2.1 million of restructuring charges. For the three months ended March 31, 2014 includes $0.5 million of restructuring charges.

(5)

This offering and an investment in our common stock involve a high degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase shares of our common stock. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, the trading price of our common stock could decline and you could lose all or part of your investment in our common stock.

We face competition in our existing markets and may be subject to increased competitive pressures for our services.

The market for the services we provide is competitive. Despite our current market share in our existing areas of focus, we may face pricing competition to the extent that our competitors price their services aggressively in an attempt to capture additional business.

Our existing and potential competitors may have, or may develop, greater brand name recognition and acceptance among our existing and potential clients. In addition, certain of these competitors may be better able to adapt quickly to clients’ changing demands and changes in technology, enhance existing services, develop and introduce new services and new production technologies and respond timely to changing market conditions and client demands. If we are not able to compete successfully, our ability to gain market share or market acceptance for the services that we provide could be limited, and our revenues and our profit margins could be materially adversely affected.

We may lose business as a result of the vendor diversification efforts of our clients.

Many of our clients look to us as a strongly-preferred provider of live and broadcast production solutions. However, our clients may periodically reevaluate the market for the provision of broadcasting solutions and may engage one of our competitors to provide some or all of the services for certain events that we have historically provided in an effort to diversify their network of service providers, and our revenues and our profit margins could be materially adversely affected as a result.

In addition, our clients may in the future consider hiring lower-priced competitors and/or developing in-house capabilities to supplement and/or replace the solutions that these clients currently outsource to us, particularly as certain types of broadcast solutions become more routine and less expensive. To the extent that this trend emerges, our results of operations and growth prospects may be adversely affected.

An adverse realignment of broadcast rights could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Our clients compete with other national and regional networks, independent television stations, cable channel companies and other broadcasters to secure programming rights to broadcast sporting and other live events from third parties, such as the NFL, NCAA and PGA. Competition for popular programming that is licensed from third parties is intense, and our clients may be outbid by competitors for the rights to new events or in connection with the renewal of popular programming currently licensed by our clients. Such competitors may have alternative preferred broadcast service providers. Accordingly, our clients’ loss of broadcast rights to competitors that use other broadcast service providers could have a material adverse effect on our business, results of operations, financial condition and cash flow.

For the year ended December 31, 2014, our two largest client groups, News Corporation and Comcast, accounted for 14% and 12%, respectively, of our total revenues. We anticipate that sales of our services to these clients and client groups will continue to account for a significant portion of our revenues. Factors that are most likely to cause us to experience non-renewals and/or discontinuation or termination of our contracts include: the loss of the broadcast rights by our clients for coverage of sporting events; the cancellation of television shows that our clients broadcast; and the discontinuation of live entertainment events, e.g., television events and live concert tours. Other factors could also include competitive forces, including from low-cost competitors (most relevant for non-Premium Events), from industry consolidation that causes broadcasters to seek diversification of service providers, and from international competitors in markets where we do not have a strong footprint. Our clients’ continued outsourcing of broadcasting services, as opposed to developing similar service capabilities in-house, is also critical to maintaining demand for the services we provide. In certain limited circumstances, our long-term contracts may be terminated by our clients before their term expires. If any of our contracts with our clients is terminated, we may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results. If a significant portion of our client contracts expire and we are unable to renew or replace these contracts on comparable terms, then our business, results of operations, financial condition and cash flow could be materially adversely affected.

If the estimates and assumptions we use to determine the size of our target market are inaccurate, our future growth rate may be impacted and our business would be harmed.

Market opportunity estimates are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size of the market for our services may prove to be inaccurate. Even if the market in which we compete meets our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all.

The principal assumptions relating to our market opportunity include our existing U.S. and international core service offerings, adjacent service offerings and geographies we plan to expand into in the future, the number of key players in these markets that we have identified based on our market research and experience in the live and broadcast production industry and the estimated annual revenue generated by these key players. Our market opportunity is also based on the assumption that we will be able to expand into these markets through both organic investments and acquisitions.

If these assumptions prove inaccurate, our business, financial condition and results of operations could be adversely affected. In addition, these inaccuracies or errors may cause us to misallocate capital and other business resources, which would harm our business.

Labor strikes and lock-outs for major sports leagues constitute force majeure events under certain of our client contracts.

Certain of our broadcast services contracts provide that in the event of a strike or other labor dispute, the client may declare a force majeure with respect to the affected event. This includes lock-outs and labor strikes resulting from breakdowns in negotiations between professional sports leagues and their respective players associations. Each of the NHL, NBA and MLB has experienced lock-outs in the past 25 years, resulting in truncated seasons, and each professional sports league may have labor issues in the future. A protracted lock-out event in any major professional sports league may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our clients’ decisions to broadcast sporting or other entertainment events depend primarily upon the viewing public’s shifting and unpredictable tastes. Many of our clients incur significant commitments to secure rights to broadcast such events or programs. A migration of consumer preference away from the style of such events or programs may prompt our clients to discontinue the broadcasts of such events or programs. For example, a singing competition television program for which we have provided remote production and video display solutions has recently experienced cancellation. In general, major shifts in the popularity of sporting and other entertainment events and programs may result in a decrease in the demand for our services, which would have a material adverse effect on our business, results of operations and financial condition.

The markets for broadcast and production equipment are characterized by changing technology and evolving industry standards. If we are unable to adequately respond to changes in technology and standards, we may not be able to serve our clients effectively, and our equipment and services may become uncompetitive or obsolete. We are unable to accurately predict when these costs may arise, and the cost to modify or upgrade our equipment in order to adapt to these changes could be prohibitive and require substantial capital expenditures, and we may not have the financial resources to fund these expenses.

We lease our studios and may not be able to pass increases in rents to our studio production clients.

We lease each of the studios located in New York, Sydney and Melbourne that our clients use for studio production. As of March 31, 2015, the average remaining term of these leases was 10 years. In the event that the rents under our leases increase materially in the future, we may not be able to pass the increased costs onto our clients or we may not be able to operate our studios on a profitable basis, and the resulting increase in our cost structure or discontinuation of studio production operations may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our success depends to a significant extent upon the continued service of our executive officers and key management and technical personnel, particularly our experienced engineers, and upon our ability to continue to attract, retain and motivate qualified personnel. The competition for these employees is intense. Some of our client contracts name particular individuals who must perform the services thereunder, so if these employees are not available, we face the risk of being unable to perform under these contracts and/or non-renewal of these contracts in future periods. The loss of the services of key personnel could have a material adverse effect on our operating results. In addition, there could be a material adverse effect on us should the turnover rates for key personnel increase significantly or if we are unable to continue to attract qualified personnel. We do not maintain any key person life insurance policies on any of our officers or employees. Our success also depends on our ability to execute leadership succession plans. The inability to successfully transition key management roles could have a material adverse effect on our operating results.

Our level of indebtedness could materially and adversely affect our financial condition.

We now have, and expect to continue to have, significant indebtedness that could result in a material and adverse effect on our business. As of March 31, 2015, we had approximately $896.4 million of aggregate indebtedness outstanding, including $732.5 million under our first lien term loan, $80.0 million under our second lien term loan, $75.5 million under our revolving credit facility, $8.4 million of debt assumed from the acquisition of Faber as well as $39.5 million in capital lease obligations. In connection with the acquisitions of

Mediatec and Outside Broadcast, we assumed $47.5 million and $11.2 million of indebtedness, respectively, in addition to incurring an additional $75.0 million of second lien indebtedness. We intend to use the net proceeds of this offering to repay $ million of debt outstanding under our revolving credit facility, and $ million of debt outstanding under our second lien term loan. As of March 31, 2015, after giving effect to the use of proceeds from this offering, we would have had approximately $ million of debt outstanding. This substantial amount of debt could have important consequences, including:

The occurrence of any one of these events or our failure to generate sufficient cash flow from operations could have a material adverse effect on our business, financial condition, results of operations and ability to satisfy our obligations under our outstanding credit agreements.

We may not have the funds necessary to pay principal and interest on the first lien or second lien term loans when they mature. Although we may seek to refinance this debt, we may not be able to do so on acceptable terms or at all. Any failure to pay these debts as they mature would adversely affect our business and the price of our common stock. In addition, the funds necessary to service this debt may divert cash from other important uses, including to fund the growth of our business and pursue acquisitions.

As we continue growing our business, including through acquisitions, it is possible that we will incur additional indebtedness, which could have the effect of increasing the risks described above.

Our indebtedness has floating interest rates and we do not currently hedge against the risk of interest rate increases.

Each of the first lien term loan, second lien term loan and revolving credit facility has floating interest rates. We do not currently plan to enter into swaps to hedge the risk of increases in interest rates. Consequently, to the extent interest rates increase, we will be liable for higher interest payments to our lenders. Assuming the same level of borrowings and a 25 basis point increase in interest rates, it is estimated that our interest expense for the three months ended March 31, 2015 would have increased by approximately $0.6 million.

Our credit facilities contain restrictions that limit our flexibility in operating our business.

Our first lien term loan and the revolving credit facility, as well as our second lien term loan, are guaranteed on a senior basis by all of our subsidiaries and collateralized by substantially all of our assets. The agreement governing these debt instruments contain various covenants that may limit, among other things, our and our subsidiaries’ ability to:

The First Lien Credit Agreement also contains a financial covenant requiring us to maintain, as of the last day of each quarter if at such time 15% of the revolving credit facility commitment is utilized, a ratio of Consolidated First Lien Indebtedness to Consolidated EBITDA (as each is defined in the First Lien Credit Agreement) not exceeding a set ratio (the “debt to EBITDA ratio”), initially set at 6.25 to 1 on March 31, 2014, and which incrementally steps down every other quarter, beginning on December 31, 2014, until reaching 4.75 to 1 on June 30, 2017. Such ratio will remain at 4.75 to 1 thereafter until maturity (currently, July 2022 unless extended). On March 31, 2015, our debt to EBITDA ratio was 5.17 to 1.

If an event of default exists under the credit agreements, the applicable lenders are able to accelerate the maturity of the credit agreement and exercise other rights and remedies. The credit agreements contain customary events of default, including:

It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay the indebtedness or borrowings under our outstanding debt instruments, and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities.

Such actions by the lenders to accelerate our credit agreement debt could also cause cross defaults under our other indebtedness. We pledged substantially all of our assets as collateral under our credit facility. If we were unable to repay those amounts, the lenders or holders under the credit facility and any future secured indebtedness could proceed against the collateral granted to them to secure that indebtedness.

Our results have been adversely affected by economic uncertainty or deteriorations in economic conditions, and may be similarly affected in the future.

Many of our clients derive substantially all of their revenues from the sale of advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. A slow economy or recession, or periods of economic uncertainty, may be accompanied by a reduction in discretionary spending by consumers and a decrease in advertising, which could lead to the cancellation of events and programs, and could also potentially impact the pricing and other terms of our client contracts. If economic conditions do not continue to improve or deteriorate once again, or economic uncertainty increases, such conditions may disproportionately affect our business and result in an adverse impact on our revenue, profit margins, cash flow and liquidity, which may be material.

We derive a significant portion of our revenue and earnings from our international operations. Operating in multiple foreign countries involves substantial risk. Our principal business risks in expanding internationally include adapting to the local business environment, which in some parts of the world can be difficult to penetrate without local partnerships. Although we do not anticipate the need to enter into local partnerships in any of the countries where we currently operate, as we expand into other geographies, we may experience such obstacles, and we may be required to expend significant capital, and/or pursue acquisitions, in order to achieve our growth objectives in those markets.

In addition, our business activities subject us to a number of laws and regulations, such as anti-corruption laws, tax laws, foreign exchange controls, data privacy and security requirements, labor laws and anti-competition regulations. As we expand into additional countries, the complexity inherent in complying with these laws and regulations increases, making compliance more difficult and costly and driving up the costs of doing business in foreign jurisdictions. Any failure to comply with foreign laws and regulations could subject us to fines and penalties, make it more difficult or impossible to do business in that country and harm our reputation. In addition, our expansion strategy will require us to operate in countries with labor conditions, tax obligations, local customs and other conditions that we may be unfamiliar with, or conflict with those of other countries in which we operate. This could make it more complicated to operate our business successfully in such countries.

For the three months ended March 31, 2015, 37% of our revenues were denominated in foreign currencies, including primarily the British Pound and the Australian dollar. We estimate a 10% change in the value of the U.S. dollar relative to each of British pound sterling, the Australian dollar, and the Euro would have had a $1.5 million, $1.6 million, and $0.6 million impact on revenues, respectively, for the three months ended March 31, 2015. Due to our recent acquisitions of Mediatec and Outside Broadcast, we are also subject to foreign currency fluctuation risk in Denmark, Norway, Sweden, Finland and Switzerland. We have no current plans to hedge against currency fluctuations, and accordingly we may be materially and adversely affected by currency fluctuations in the United States dollar compared with foreign currencies. Weaker foreign currencies relative to the United States dollar may result in lower levels of reported revenues with respect to foreign currency-denominated client contracts on our United States dollar-denominated financial statements.

Foreign exchange rates are influenced by many factors outside of our control, including but not limited to: changing supply and demand for a particular currency; monetary policies of governments (including exchange-control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries); changes in balances of payments and trade; trade restrictions; and currency devaluations and revaluations. Also, governments may from time to time intervene in the currency markets, directly and by regulation, in order to influence prices directly. These events and actions are unpredictable. The resulting volatility in the exchange rates could have a material adverse effect on our financial condition and results of operations.

We could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws.

The FCPA and similar anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. The U.K. Bribery Act of 2010 prohibits both domestic and international bribery, as well as bribery across both private and public sectors. In addition, an organization that “fails to prevent bribery” by anyone associated with the organization can be charged under the U.K. Bribery Act unless the organization can establish that it implemented “adequate procedures” to prevent bribery. Practices in the local business communities of many countries outside the United States have levels of government corruption greater than those found in developed countries. Our policies mandate compliance with these anti-bribery laws and we will establish formal policies and procedures designed to monitor compliance with these anti-bribery law requirements prior to the closing of this offering; however, we cannot ensure that our policies and procedures will protect us from reckless or criminal acts committed by individual employees or agents. If we are found to be liable for anti-bribery law violations, we could suffer from criminal or civil penalties or other sanctions that could have a material adverse effect on our business.

We have significant intangible assets including goodwill and may experience impairment of goodwill or other intangible assets.

We have significant intangible assets, including goodwill with an indefinite life, which are susceptible to valuation adjustments as a result of changes in various factors or conditions. Our identifiable intangible assets, except for goodwill, are amortized on a straight-line basis over their estimated useful lives. We assess the potential impairment of intangible assets on at least an annual basis, as well as whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Factors that could trigger an impairment of such assets include the following:

Future adverse changes in these or other factors, including those affecting intangible assets from our acquisitions, could result in an impairment charge that would impact our results of operations and financial position in a given reporting period.

Limitations on our ability to utilize our net operating losses may negatively affect our financial results.

As of March 31, 2015, we had U.S. Federal net operating loss (“NOL”) carryforwards of approximately $182.6 million. To the extent available, we anticipate using NOL carryforwards to reduce the future United States corporate income tax liability associated with our operations. However, if we do not achieve profitability prior to their expiration, we will not be able to fully utilize our NOL’s to offset income. Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) generally imposes an annual limitation on the amount of NOL carryforwards that may be used to offset taxable income when a loss corporation has undergone a change in control. As a result, our ability to utilize NOL carryforwards and built-in losses may be limited, under this section or otherwise, by future issuances of common stock or by other changes in stock ownership.

Significant increases in the costs of insurance, insurance claims or our deductibles may negatively affect our profitability.

We currently maintain the following major types of commercial insurance policies: workers’ compensation, commercial general liability, professional liability, automobile liability, excess and “umbrella” liability, commercial property coverage, fiduciary liability, and directors’ and officers’ liability. These policies are subject to various limitations, exclusions and deductibles. To date, we have been able to obtain insurance in amounts we believe to be appropriate. Such insurance may not continue to be readily available to us in the form or amounts we have been able to obtain in the past, or our insurance premiums could materially increase in the future as a consequence of conditions in the insurance business or in our industry.

We may be unsuccessful in identifying and consummating suitable acquisitions, which may negatively impact our acquisition growth strategy.

Our strategy relies on our ability to consummate acquisitions to foster the growth of our business and establish ourselves in geographic regions and related businesses in which we do not currently operate. Our growth through acquisitions has consisted of 19 acquisitions over the last 11 years, and we are often in ongoing discussions to potentially acquire additional businesses. We may be unable to identify or consummate other suitable targets for future acquisition or acquire businesses at favorable prices, which would negatively impact our growth strategy. We have financed our acquisitions in the past through a combination of debt and equity financing. An increase in market interest rates could increase our interest costs on any new debt and our variable rate debt obligations. As a result, additional debt financing may not be available on terms favorable to us, or at all. We may also seek to raise funds to finance acquisitions through the issuance of our common stock. The extent to which we will be able or willing to use our common stock for acquisitions will depend on the market price of our common stock and the willingness of potential acquisition candidates to accept our common stock as full or partial consideration for the sale of their business. A decrease in the market price of our common stock, or an increase in market interest rates could negatively impact our ability to complete acquisitions on terms favorable to us.

In addition, we may incur expenses associated with sourcing, evaluating and negotiating acquisitions (including those that are not completed), and we also may pay fees and expenses associated with obtaining financing for acquisitions and with investment banks and others finding acquisitions for us. Any of these amounts may be substantial, and together with the size, timing and number of acquisitions we pursue, may negatively impact us and cause significant volatility in our financial results.

The due diligence process that we undertake in connection with acquisitions may not reveal all facts that may be relevant in connection with an acquisition.

Before making acquisitions, we conduct due diligence of the target company that we deem reasonable and appropriate based on the facts and circumstances applicable to each acquisition. The objective of the due

diligence process is to assess the investment opportunities based on the facts and circumstances surrounding an investment or acquisition. When conducting due diligence, we may be required to evaluate important and complex business, financial, tax, accounting and legal issues. Accordingly, we cannot be certain that the due diligence investigation that we conduct with respect to any investment or acquisition opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. For example, instances of fraud, accounting irregularities and other deceptive practices can be difficult to detect. Executive officers, directors and employees may be named as defendants in litigation involving a company we are acquiring or have acquired. Even if we conduct extensive due diligence on a particular investment or acquisition, we may fail to uncover all material issues relating to such investment, including regarding the controls and procedures of a particular target or the full scope of its contractual arrangements. We rely on our due diligence to identify potential liabilities in the businesses we acquire, including such things as potential or actual lawsuits, contractual obligations or liabilities imposed by government regulation. However, our due diligence process may not uncover these liabilities, and where we identify a potential liability, we may incorrectly believe that we can consummate the acquisition without subjecting ourselves to that liability. If our due diligence fails to identify issues specific to an investment or acquisition, we may obtain a lower return from that transaction than the investment would return or otherwise subject ourselves to unexpected liabilities. We may also be forced to write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Charges of this nature could contribute to negative market perceptions about us or shares of our common stock.

We may face difficulty integrating the operations of the businesses we have acquired and may acquire in the future.

Acquisitions have been and will continue to be an important component of our growth strategy; however, we will need to integrate these acquired businesses successfully in order for our growth strategy to succeed. We will implement, and the management teams of the acquired businesses will adopt, our policies, procedures and best practices, and cooperate with each other in other aspects of their operations. We may face difficulty with the integration of the businesses we acquire, such as coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures. Cross-border acquisitions, which form an important part of our growth strategy, are particularly susceptible to these risks. We may also fail in implementing our policies and procedures, or the policies and procedures may not be effective or provide the results we anticipate for a particular business. Further, we will be relying on these policies and procedures in preparing our financial and other reports as a public company, so any failure of acquired businesses to properly adopt these policies and procedures could impair our public reporting. Management of the businesses we acquire may not have the operational or business expertise to successfully implement our policies, procedures and best practices.

We typically retain the management of the businesses we acquire and rely on them to continue operating the acquired businesses, which leaves us vulnerable in the event they leave our company.

We seek to acquire businesses that have strong management teams that will continue to run the business after the acquisition. We often rely on these individuals to conduct the day-to-day operations of and pursue the growth of these acquired businesses. Although we typically seek to sign employment agreements with the managers of acquired businesses, it remains possible that these individuals will leave our organization. This would harm the prospects of the businesses they manage, potentially causing us to lose money on our investment and harming our growth and financial results.

Federal, state and foreign taxation of business combinations may discourage business combinations.

Federal, state and foreign tax consequences are major considerations in any acquisition or business combination we may undertake. Currently, such transactions may be structured to result in tax-free treatment to both companies, pursuant to various federal, state and foreign tax provisions. We intend to structure any business combination to minimize the federal, state and foreign tax consequences to both us and the target entity;

however, there can be no assurance that any particular business combination will meet the statutory requirements of a tax-free reorganization or that we will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of federal, state and foreign taxes, which may have an adverse effect on us and any target company, reduce the future value of the shares and potentially discourage a business combination.

We may seek to raise funds, finance acquisitions or develop strategic relationships by issuing additional shares of common stock that would dilute your ownership.

We may finance future acquisitions in large part by issuing shares of our common stock, which would significantly reduce the percentage ownership of our then existing stockholders, including investors in this offering. Furthermore, any future issuances by us of equity securities may be at or below the prevailing market price of our common stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our common stock to decline. In addition, we could issue securities in respect of future transactions that have rights, preferences and privileges senior to those of our common stock. The holders of any of our debt securities or term loans would also have rights superior to the rights of our common stockholders.

We do not intend to pay dividends on our common stock, and our credit agreements place certain restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We do not plan to declare dividends on shares of our common stock in the foreseeable future. In addition, because we are a holding company with no material direct operations, we are dependent on dividends from our subsidiaries to generate the funds necessary to pay any future dividends on our common stock. The ability of our subsidiaries to make such distributions will be subject to their operating results, cash requirements and financial condition, the applicable provisions of Delaware law and the laws of the jurisdictions in which our subsidiaries may be incorporated that may limit the amount of funds available for distribution and our ability to pay cash dividends, compliance with covenants and financial ratios related to existing or future indebtedness, including under our first lien term loan, and other agreements with third parties. Consequently, unless we revise our dividend policy and/or amend our credit agreements, your only opportunity to achieve a return on your investment in us will be if you sell your common stock at a price greater than you paid for it. There is no guarantee that the price of our common stock that will prevail in the market will ever exceed the price that you pay in this offering.

The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we must comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of the NYSE, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We will need to:

Furthermore, while we generally must comply with Section 404 of the Sarbanes Oxley Act of 2002 for our fiscal year ended December 31, 2016, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending December 31, 2020. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Our sponsor controls us and their interests may conflict with or differ from your interests as a stockholder.

After the consummation of this offering, funds affiliated with Crestview Partners II GP, L.P. will collectively 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. Under a stockholders agreement to be entered into in connection with this offering, Crestview Partners will be entitled to nominate a majority of our board of directors as long as its funds hold at least 50% of our outstanding common stock. In addition, Crestview will have the right to nominate directors and members of the committees of our board of directors when its funds own less than 50% but more than % of our outstanding common stock, and the right to nominate directors and members of the committees of our board of directors when its funds own less than % but more than % of our outstanding common stock. See “Certain Relationships and Related Party Transactions—Other Transactions with Affiliates—Stockholders Agreement.” As a result, Crestview Partners II GP, L.P. will continue to control all matters affecting us, including decisions regarding extraordinary business transactions, fundamental corporate transactions, appointment of members to our management, election of directors and our corporate and management policies. This concentration of ownership makes it unlikely that any other holder or group of holders of our common stock will be able to affect the way we are managed or the direction of our business. The interests of Crestview with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, could conflict with your interests as a holder of our common stock. For example, the concentration of ownership controlled by Crestview Partners II GP, L.P. 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 may otherwise view favorably. Further, a sale of a substantial number of shares of stock in the future by Crestview Partners II GP, L.P. could cause our stock price to decline.

Section 203 of the Delaware General Corporation Law (the “DGCL”) may affect the ability of an “interested stockholder” to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an “interested stockholder.” An “interested stockholder” is defined to include persons owning directly or indirectly 15% or more of the outstanding voting stock of a corporation. We have elected in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL. Nevertheless, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203 of the DGCL, except that they provide that affiliates of Crestview Partners II GP, L.P. and their transferees will not be deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions.

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to or greater than the price you paid in this offering.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the stock exchange on which we list our common stock or otherwise or how liquid that market might become.

The initial public offering price of our common stock may not be indicative of the market price of our common stock after this offering. In addition, an active, liquid and orderly trading market for our common stock may not develop or be maintained, and our stock price may be volatile.

Prior to this offering, our common stock was not traded on any market. An active, liquid and orderly trading market for our common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our common stock, you could lose a substantial part or all of your investment in our common stock. The initial public offering price was determined by negotiations between us and representatives of the underwriters, based on numerous factors which we discuss in “Underwriting,” and may not be indicative of the market price of our common stock after this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities.

Our amended and restated certificate of incorporation provides for the allocation of certain corporate opportunities between us and Crestview Partners. Under these provisions, neither Crestview Partners, its portfolio companies, funds or other affiliates, nor any of their officers, directors, agents, stockholders, members or partners will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. For instance, a director of our company who also serves as a director, officer or employee of Crestview Partners or any of its portfolio companies, funds or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Crestview Partners to itself or its portfolio companies, funds or other affiliates instead of to us. The terms of our amended and restated certificate of incorporation are more fully described in “Description of Capital Stock.”

Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, will contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Our amended and restated certificate of incorporation authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:

Section 203 of the DGCL may affect the ability of an “interested stockholder” to engage in certain business combinations, for a period of three years following the time that the stockholder becomes an “interested stockholder.” We have elected in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL. Nevertheless, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203 of the DGCL, except that they provide that affiliates of Crestview Partners II GP, L.P. and their transferees will not be deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions. These charter provisions may limit the ability of third parties to acquire control of our company.

Investors in this offering will experience immediate and substantial dilution of $ per share.

Based on an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover of this prospectus), purchasers of our common stock in this offering will experience an immediate and substantial dilution of $ per share in the as adjusted net tangible book value per share of common stock from the initial public offering price, and our as adjusted net tangible book value as of March 31, 2015 after giving

effect to this offering would be $ per share. This dilution is due in large part to earlier investors having paid substantially less than the initial public offering price when they purchased their shares. Please see “Dilution.”

Future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible securities. After the completion of this offering, we will have outstanding shares of common stock. This number includes shares that we are selling in this offering, which may be resold immediately in the public market. Following the completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares, funds affiliated with Crestview Partners II GP, L.P. will collectively own shares of our common stock, or approximately % of our total outstanding shares, all of which are restricted from immediate resale under the federal securities laws and are subject to the lock-up agreements with the underwriters described in “Underwriting,” but may be sold into the market in the future. Affiliates of Crestview Partners II GP, L.P. will be party to a registration rights agreement with us which will require us to effect the registration of their shares (and shares of certain of their affiliates) in certain circumstances. Please see “Shares Eligible for Future Sale” and “Certain Relationships and Related Party Transactions—Other Transactions with Affiliates—Registration Rights Agreement.”

In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under our long-term incentive plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our common stock.

We, affiliates of Crestview Partners II GP, L.P., all of our directors and executive officers and certain of our stockholders and option holders representing approximately 99% in the aggregate of our common stock have entered into lock-up agreements with respect to their common stock, pursuant to which they are subject to certain resale restrictions for a period of 180 days following the effectiveness date of the registration statement of which this prospectus forms a part. Barclays Capital Inc. and Morgan Stanley & Co. LLC, at any time and without notice, may release all or any portion of the common stock subject to the foregoing lock-up agreements. If the restrictions under the lock-up agreements are waived, then, subject to compliance with applicable securities laws, common stock will be available for sale into the public markets, which could cause the market price of our common stock to decline and impair our ability to raise capital. See “Shares Eligible for Future Sale.”

In addition, all of our executive officers and the persons identified as key employees under “Management”, have agreed with the company not to sell more than 50% of the shares of common stock held by them after this offering for a period of twelve months from the date of this prospectus, subject to certain exceptions.

We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements.

Following this offering, Crestview Partners II GP, L.P. will continue to control a majority of the combined voting power of all classes of our outstanding voting stock, and as a result we will be a controlled company

within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

These requirements will not apply to us as long as we remain a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Prior to the completion of this offering, we have been a private company with limited accounting personnel to adequately execute our accounting processes and limited other supervisory resources with which to address our internal control over financial reporting. We have identified control deficiencies that constituted a material weakness and significant deficiencies in our internal control over financial reporting. The material weakness related to deficiencies in the design and operation of controls related to the analysis undertaken to support complex and non-routine accounting transactions and disclose such transactions in our financial statements and deficiencies associated with the process of researching, evaluating, and assessing such non-routine transactions. A material weakness is a control deficiency, or a combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We are in the early phases of evaluating the design and operation of our internal control over financial reporting and will not complete our review until after this offering is completed. We cannot predict the outcome of our review at this time. During the course of the review, we may identify additional control deficiencies, which could give rise to significant deficiencies and other material weaknesses, in addition to those described above. The material weakness described above could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weakness described above or avoid potential future material weaknesses.

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose material changes made to our internal controls and procedures on a

quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to implement additional internal controls, reporting systems and procedures and hire additional accounting, finance and legal staff. Furthermore, while we generally must comply with Section 404 of the Sarbanes Oxley Act of 2002 for our fiscal year ending December 31, 2016, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our annual report for the fiscal year ending December 31, 2020. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed.

If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes Oxley Act of 2002. Any failure to develop or maintain effective internal controls, remediate current deficiencies in internal controls over financial reporting or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common stock.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (1) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (2) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) provide certain disclosure regarding executive compensation required of larger public companies or (4) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company until the last day of the fiscal year (i) following the fifth anniversary of this offering; (ii) in which we have more than $1.0 billion in revenues; (iii) in which we become a “large accelerated filer”; or (iv) in which we have issued more than $1.0 billion of non-convertible debt over the preceding three-year period.

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our

board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock or if our operating results do not meet their expectations, our stock price could decline.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons.

Alternatively, if our exclusive forum provision is not enforceable, we may be subject to additional costs that we do not currently anticipate.

Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs that we do not currently anticipate associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements provide our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “designed,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth, initiative and strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, and cautionary statements are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or

anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

We expect to receive approximately $ of net proceeds (based upon the assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus) from the sale of the common stock offered by us, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use $ million of net proceeds from this offering to repay borrowings and related fees and expenses outstanding under our revolving credit facility and $ million of net proceeds from this offering to repay borrowings outstanding under our second lien term loan.

As of March 31, 2015, we had $75.5 million of outstanding borrowings under our revolving credit facility. The revolving credit facility is scheduled to expire on January 22, 2018 and bears interest at a variable rate, which was 4.172%-6.25% per annum at March 31, 2015. While we do not currently have any plans to immediately borrow additional amounts under the revolving credit facility, we may at any time reborrow amounts repaid under the revolving credit facility and expect to do so to fund future acquisitions and our ongoing operations. As of March 31, 2015, we had $80.0 million of outstanding borrowings under our second lien term loan. The second lien term loan matures in July 2020 and bears interest at a variable rate, which was 9.50% per annum at March 31, 2015. See “Capitalization” for amounts outstanding at April 29, 2015.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses, received by us to increase or decrease, respectively, by approximately $ million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same. If the proceeds decrease due to a lower initial public offering price, then we would first reduce, pro rata, by a corresponding amount the net proceeds directed to repay outstanding borrowings under our revolving credit facility and our second lien term loan. If the proceeds increase due to a higher initial public offering price, we would use the additional net proceeds to repay, pro rata, additional borrowings outstanding under our revolving credit facility and our second lien term loan.

We do not anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business and to repay outstanding debt. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant.

Because we are a holding company with no material direct operations, we are dependent on dividends from our subsidiaries to generate the funds necessary to pay any future dividends on our common stock. Our subsidiaries are currently restricted from paying cash dividends on our common stock in certain circumstances by the covenants in our First Lien Credit Agreement and may be further restricted by the terms of future debt or preferred securities. For further discussion of the restrictions under our credit agreements, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Our Indebtedness—Credit Facilities.”

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2015:

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

Purchasers of the common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of their common stock for accounting purposes. Assuming an initial public offering price of $ per share (which is the midpoint of the range set forth on the cover page of this prospectus), after giving effect to the sale of the shares in this offering and further assuming the receipt of the estimated net proceeds (after deducting estimated underwriting discounts and commissions and estimated offering expenses), our adjusted pro forma net tangible book value as of March 31, 2015 would have been approximately $ million, or $ per share. This represents an immediate increase in the net tangible book value of $ per share to our existing stockholders and an immediate dilution (i.e., the difference between the offering price and the adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $ per share. The following table illustrates the per share dilution to new investors purchasing shares in this offering:

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) our as adjusted pro forma net tangible book value per share after the offering by $ and increase (decrease) the dilution to new investors in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The following table summarizes, on an adjusted pro forma basis as of March 31, 2015, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by new investors in this offering at the assumed initial public offering price of $ per share, calculated before deduction of estimated underwriting discounts and commissions:

The above tables and discussion are based on the number of shares of our common stock to be outstanding as of the closing of this offering. The table does not reflect shares of common stock reserved for issuance under our long-term incentive plan, which we plan to adopt in connection with this offering. If the underwriters’ option to purchase additional shares is exercised in full, the number of shares held by new investors will be increased to , or approximately % of the total number of shares of common stock.

The following table presents selected historical condensed consolidated financial data. On December 24, 2012, NEP Group, Inc. acquired ASP NEP/NCP Holdco, Inc., the accounting predecessor of NEP Group, Inc. (the “Predecessor”). Therefore, we present below selected historical consolidated financial data of the Predecessor as of and for the 358-day period ended December 23, 2012.

The selected historical financial data as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 is derived from the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this prospectus. The selected historical financial data as of and for the years ended December 31, 2014 and 2013, as of December 31, 2012, and for the period from NEP Group, Inc.’s inception on December 24, 2012 through December 31, 2012 is derived from the audited consolidated financial statements and the notes thereto included elsewhere in this prospectus. The selected historical financial data for the 358-day period ended December 23, 2012 is derived from the audited consolidated financial statements of the Predecessor included elsewhere in this prospectus.

The financial data set forth below is only a summary and is not complete. It also does not necessarily indicate or represent anything about our future operations. You should read these selected historical financial data in conjunction with the disclosure under “Use of Proceeds,” “Capitalization,” “Summary Historical Condensed Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes thereto included elsewhere in this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the section entitled “Risk Factors.”

We are the largest global outsourced provider of comprehensive live and broadcast production solutions, with leading market positions in the United States, Europe and Australia. We serve the premium sports, entertainment and other live event production markets, where we offer mission-critical outsourced solutions, including remote production, studio production, video display and host broadcasting. Our service offering combines highly-trained technical experts with state-of-the-art production resources to offer a comprehensive and platform-agnostic solution across a wide variety of broadcasts and live events. Our clients include many of the world’s premier television broadcasters, cable networks and concert producers. Founded in 1986, NEP was a first-mover in responding to client demands for a higher level of engineering expertise and service to support the requirements of increasingly complex live event broadcasts. Over time, we have developed a wide range of services, built our scale and deepened our client relationships and engineering capabilities. Today, we have offices in 13 countries and experience in more than 65 countries.

For the three months ended March 31, 2015, we had total revenues of $103.1 million, an operating loss of $8.1 million, a net loss of $35.9 million and Adjusted EBITDA of $32.1 million. For the year ended December 31, 2014, we had total revenues of $442.8 million, operating income of $0.9 million, a net loss of $41.2 million and Adjusted EBITDA of $145.1 million. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss see “Summary—Summary Historical Condensed Consolidated Financial Data.”

United States. We offer each of our primary services to the live sports and entertainment markets in the United States and North America. For the three months ended March 31, 2015 and the year ended December 31, 2014, our United States business segment accounted for 63% and 61% of our revenues, respectively, and 69% and 68% of our Adjusted EBITDA, respectively.

International. Our International segment includes our operations in the U.K., Continental Europe, Australia, and Dubai for which we offer each of our primary services to the live sports and entertainment markets. For the three months ended March 31, 2015 and the year ended December 31, 2014, our international business segment accounted for 37% and 39% of our revenues, respectively, and 31% and 32% of our Adjusted EBITDA, respectively.

Revenue. We generate revenue by providing remote production, studio production, video display and host broadcasting services to our clients for use in the production of live sports and entertainment events. Our contracts with clients generally cover periods ranging from a single day up to a period of seven years. Revenue is considered earned as the services are provided in conjunction with the production of each event.

Cost of Services, Exclusive of Depreciation and Amortization. These expenses represent variable costs directly associated with the generation of revenues from our clients. Significant expense classifications include freelance labor used to supplement our full-time field staff of broadcast engineers and drivers, excess equipment rentals, equipment shipping and travel costs for our field staff. Cost of services are expensed as incurred once services are provided in conjunction with each respective event.

Engineering. These expenses represent costs associated with the provision of our services to clients by our field staff. Engineering expenses include employee compensation costs for our broadcast engineers, drivers, operations and client support personnel in addition to repairs and maintenance costs for our production facilities and equipment.

Selling, General and Administrative. Our selling, general and administrative (“SG&A”) expenses include selling costs, real estate rental costs, employee compensation for non-field staff and other costs for back office support. Following this offering, we expect increased SG&A expenses for additional public company expenses that did not apply to us historically as a private company.

Depreciation and Amortization. Depreciation expense relates primarily to our production equipment which is depreciated over a period ranging from five to ten years depending upon the nature of the equipment. Depreciation also relates to furniture and fixtures, buildings and leasehold improvements. Amortization under capital leases is included in depreciation expense.

Amortization expense primarily relates to our client relationships, which are amortized on a straight-line basis over the estimated useful life of each relationship. The weighted average useful life was 210 months at March 31, 2015.

On December 24, 2012, we acquired the Predecessor. Since our acquisition of the Predecessor (the “Corporate Reorganization”), we have operated as a standalone company, and our results of operations may not be comparable to the historical results of operations for the periods presented, primarily for the reasons described below:

In January 2013, we refinanced $15.0 million of the second lien term loan by increasing the first lien term loan by a corresponding amount and also prepaid $10.0 million of the second lien term loan. In February 2013, we completed a second refinancing which resulted in $60.0 million of the second lien term loan being refinanced to the first lien term loan. In January 2014, we financed the purchase of GTV by increasing the first lien term loan by $155.0 million.

In August 2014, we amended the first lien term loan in conjunction with the acquisition of MIRA. As a result of this amendment, the existing first lien term loan increased by $60.0 million.

In January 2015, we increased the maximum borrowing capacity under our revolving credit facility by $45.0 million, for a total maximum of $105.0 million. There were no changes in the terms and conditions of the revolving credit facility as a result of this amendment.

As a result of these transactions, as of March 31, 2015, our credit facilities consisted of (i) a $745.0 million first lien term loan, (ii) an $80.0 million second lien term loan and (iii) a $105.0 million revolving credit facility. See “—Liquidity and Capital Resources—Description of Our Indebtedness—Credit Facilities.”

On January 24, 2014, we acquired GTV, the largest provider of outsourced broadcast solutions in Australia. The aggregate purchase price was approximately $153.5 million, which was allocated to the net assets acquired and liabilities assumed. To finance this transaction, we increased and drew our first lien term loan by $155.0 million. Transaction costs of approximately $1.3 million were incurred related to the acquisition and are included in SG&A expenses for the year ended December 31, 2014.

On August 29, 2014, we acquired all of the assets of MIRA, based in Portland, Oregon, which specializes in providing remote production services for live events in the United States. The aggregate purchase price was approximately $63.6 million, which was allocated to the net assets acquired. To finance this transaction, we increased our first lien term loan by $60.0 million and financed the remaining purchase price with cash on hand and borrowings on the credit facility. Transaction costs of approximately $0.6 million were incurred related to the acquisition and are included in SG&A expenses for the year ended December 31, 2014.

On December 19, 2014, we acquired Faber Audiovisuals, a leading supplier of display and audiovisual solutions in the European and international markets, headquartered in the Netherlands with outlets in Dubai and the United States. The aggregate purchase price was approximately $31.7 million, which was allocated to the net assets acquired and liabilities assumed. This transaction was primarily funded by cash on hand and borrowings under the credit facility. Transaction costs of approximately $0.8 million were incurred related to the acquisition and are included in SG&A expenses for the year ended December 31, 2014.

On January 30, 2015, we acquired the Screen Scene Group, headquartered in Dublin, Ireland, which specializes in outsourced broadcast services, post-production and visual effects services, and specialized uplink and communication services. The aggregate purchase price was approximately $13.5 million, which was allocated to the net assets acquired and liabilities assumed. This transaction was primarily funded by cash on hand, borrowings on the credit facility and stock. Transaction costs of approximately $0.5 million were incurred related to the acquisition and are included in SG&A expenses for the three months ended March 31, 2015.

Our results of operations for periods subsequent to the closing of this offering may not be comparable to our results of operations for periods prior to the closing of this offering as a result of certain aspects of this offering, including the following:

In this “Results of Operations” section, we first review our business on a consolidated basis, and then separately review the results of operations of each segment. Detailed explanations of the period over period changes in our results of operations are contained in the discussion of the individual segments.

The historical financial data presented below are not necessarily indicative of the results to be expected for any future period. The historical financial data for the 358-day period ended December 23, 2012, do not reflect our capital structure following the Corporate Reorganization.

Three Months Ended March 31, 2015 (Successor) Compared to the Three Months Ended March 31, 2014 (Successor)

Net loss. Net loss increased by $25.2 million to $35.9 million for the three months ended March 31, 2015 from $10.7 million for the three months ended March 31, 2014. The change is primarily due to increased depreciation and amortization expense due to the acquisitions of Faber, Screen Scene Group, MIRA, a full quarter of GTV operations and increased capital expenditures, increased interest expense due to incremental borrowings used to fund acquisitions, increased foreign currency losses related to mark-to-market adjustments, and a recorded income tax expense versus an income tax benefit in 2014. These increases in net losses were partially offset by the accretive results of acquired businesses and a decrease in the write-off of debt issuance costs.

Adjusted EBITDA. Adjusted EBITDA was $32.1 million for the three months ended March 31, 2015 and $27.0 million for the three months ended March 31, 2014.

The difference between net loss and Adjusted EBITDA of $68.0 million for the three months ended March 31, 2015 is attributable to the add-back of interest expense of $11.9 million, depreciation and amortization of $36.9 million, stock-based compensation of $0.5 million, income tax expense of $4.9 million, acquisition activity expenses of $2.8 million, and other expenses, primarily foreign currency losses, of $12.7 million. These add-backs were partially offset by other income of $1.6 million and miscellaneous income of $0.1 million.

The difference between net loss and Adjusted EBITDA of $37.7 million for the three months ended March 31, 2014 is attributable to the add-back of interest expense of $10.3 million, depreciation and amortization of $30.2 million, stock-based compensation of $0.5 million, acquisition activity expenses of $1.0 million, write off of unamortized debt-issuance costs of $0.5 million, other expenses of $0.7 million, and miscellaneous expenses of $0.5 million. These add-backs were offset by an income tax benefit of $3.2 million and other income of $2.8 million.

Revenue. Total revenue increased by $7.9 million, or 8.3%, to $103.1 million for the three months ended March 31, 2015 from $95.2 million for the three months ended March 31, 2014. This increase was primarily attributable to the addition of the Silk Studios, Faber, MIRA, and Screen Scene acquisitions contributing $0.4 million, $4.3 million, $6.3 million, and $3.2 million, respectively. Also contributing was a full quarter of GTV operations, resulting in increased revenues of $1.1 million year over year. These increases were partially offset by decreases due to the coverage of the 2014 Winter Olympic Games, which contributed $2.9 million in revenue in 2014, as well as lower U.K. event volume in the three months ended March 31, 2015, primarily due to timing and phasing of events and lower foreign currency exchange rates for the three months ended March 31, 2015 compared to the three months ended March 31, 2014.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization decreased $1.3 million, or 4.0%, to $31.5 million for the three months ended March 31, 2015 from $32.8 million for the three months ended March 31, 2014. This variance was largely attributable to a decrease of $4.1 million in the U.K. related to lower event volume due to timing and phasing of events between periods as well as our coverage of the 2014 Winter Olympic Games, which contributed $1.3 million in costs for the first quarter of 2014. Also contributing was a decrease of $0.7 million of cost of services, exclusive of depreciation and amortization, for GTV year over year due primarily to the Commonwealth Games in 2014, which had a higher cost of services component, combined with lower foreign currency exchange rates for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. Partially offsetting the decrease was an increase in cost of services, exclusive of depreciation and amortization of $2.4 million, $1.6 million, and $1.2 million due to the acquisitions of MIRA, Faber, and Screen Scene Group, respectively.

Engineering. Engineering expenses increased $1.7 million, or 8.7%, to $21.2 million for the three months ended March 31, 2015 from $19.5 million for the three months ended March 31, 2014. This increase was primarily attributable to the acquisitions of MIRA, Faber, and Screen Scene Group, which resulted in increases of engineering costs of $1.1 million, $0.7 million and $0.8 million, respectively, combined with a full quarter of GTV expenses, resulting in an increase of $0.4 million. These increases were partially offset by decreased U.S. engineering costs due to overhead reductions as a result of lower event volumes and lower foreign currency exchange rates for the three months ended March 31, 2015 compared to the same period of the prior year.

Selling, General and Administrative. SG&A expenses increased by $3.4 million, or 18.8%, to $21.5 million for the three months ended March 31, 2015 from $18.1 million for the three months ended March 31, 2014. This increase was primarily attributable to an increase in professional fees of $1.8 million incurred as a result of the acquisitions consummated in 2015 as well as increases from the acquisitions of MIRA, Silk Studios, Faber, and Screen Scene Group of $0.4 million, $0.1 million, $0.9 million, and $0.6 million, respectively, as well as a full quarter of GTV expenses in 2015.

Depreciation and Amortization. Depreciation and amortization increased by $6.7 million, or 22.2%, to $36.9 million for the three months ended March 31, 2015 from $30.2 million for the three months ended

March 31, 2014. This increase was primarily attributable to the acquisitions of MIRA, Faber, Screen Scene Group, and a full quarter of GTV expenses, with the addition of Silk Studios, which resulted in an increase of $3.1 million, $1.0 million, $0.4 million, and $1.9 million of depreciation and amortization, respectively, for the three months ended March 31, 2015. The remainder of the increase was primarily due to incremental depreciation expense associated with capital expenditures incurred during the last three quarters of 2014.

Interest Expense. Interest expense increased $1.6 million, or 15.5%, to $11.9 million for the three months ended March 31, 2015 from $10.3 million for the three months ended March 31, 2014. The increase is due to increased debt levels as a result of increasing debt to fund our recent acquisitions.

Write Off of Debt Issuance Costs. During the three months ended March 31, 2014, we recognized $0.5 million of expenses related to the write-off of debt issuance costs associated with the refinancing of our debt agreements in conjunction with the acquisition of GTV in January 2014.

Other Income and Other Expense. Other income decreased $1.2 million, or 42.9%, to $1.6 million for the three months ended March 31, 2015 from $2.8 million for the three months ended March 31, 2014. Other expense increased $12.0 million to $12.7 million for the three months ended March 31, 2015 from $0.7 million for the three months ended March 31, 2014. This net increase of $13.2 million of expense was primarily the result of foreign currency translation losses on intercompany note mark-to-market adjustments as well as a $1.9 million of mark-to-market adjustment on the foreign exchange forward entered into during the three months ended March 31, 2015 for the then-pending acquisition of Mediatec, which closed subsequent to the first quarter of 2015.

Income Tax (Expense) Benefit. The expense or benefit for income taxes represents federal, state, local and foreign income taxes on income before taxes. The income tax expense was $4.9 million for the three months ended March 31, 2015 and a benefit of $3.2 million for the three months ended March 31, 2014, reflecting an effective income tax rate of (15.6)% and 23.0%, respectively. The change from an income tax benefit to income tax expense year over year is primarily due to the effect of a valuation allowance recorded within certain jurisdictions through the 2015 projected annual rate. There are certain current year losses, for which no tax benefit is expected to be realized.

Year Ended December 31, 2014 (Successor) Compared to the Year Ended December 31, 2013

Net loss. Net loss increased by $13.9 million to $41.2 million for the year ended December 31, 2014 from $27.3 million for the year ended December 31, 2013. The change is primarily due to increased depreciation and amortization expense due to the GTV acquisition and increased capital expenditures, increased interest expense due to incremental borrowings used to fund acquisitions, increased other expense resulting from foreign currency losses related to intercompany note payable mark-to-market adjustments, and a decrease in the recorded income tax benefit versus 2013. These increases in net losses were partially offset by the accretive results of acquired businesses and a decrease in the write-off of debt issuance costs.

Adjusted EBITDA. Adjusted EBITDA was $145.1 million for the year ended December 31, 2014 and $122.5 million for the year ended December 31, 2013.

The difference between net loss and Adjusted EBITDA of $186.3 million for the year ended December 31, 2014 is attributable to the add-back of interest expense of $43.4 million, depreciation and amortization of $133.6 million, stock-based compensation of $2.1 million, acquisition activity expenses of $4.2 million, write off of unamortized debt-issuance costs of $0.5 million, write off of deferred offering costs of $2.2 million, other expenses of $18.1 million, and miscellaneous expenses of $2.1 million. These add-backs were offset by decreases for income tax benefit of $12.8 million and other income of $7.1 million.

The difference between net loss and Adjusted EBITDA of $149.8 million for the year ended December 31, 2013 is attributable to the add-back of interest expense of $38.3 million, depreciation and amortization of $101.1 million, stock-based compensation of $1.9 million, acquisition activity expenses of $2.5 million, Corporate Reorganization expenses of $0.8 million, write off of unamortized debt-issuance costs of $21.2 million, other expenses of $3.3 million, and miscellaneous expenses of $1.0 million. These add-backs were offset by a decrease for income tax benefit of $16.5 million and other income of $3.6 million.

Revenue. Total revenue increased by $86.3 million, or 24.2%, to $442.8 million for the year ended December 31, 2014 from $356.5 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014 which resulted in an increase of $84.4 million of revenues for the year ended December 31, 2014. Also contributing to the increase was an increase in U.K. revenues of $17.2 million due to the addition of several new events in 2014, including the Commonwealth Games and the Sochi Winter Olympics. These increases were partially offset by the loss of several production services contracts in 2014 as a result of competitive bidding processes in addition to the cancellation of the X-Factor television show in the U.S. during 2014, which was a significant source of revenue in 2013.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization increased $45.1 million, or 43.4%, to $148.9 million for the year ended December 31, 2014 from $103.8 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014 which resulted in an increase of $35.6 million of costs of services, exclusive of depreciation and amortization, for the year ended December 31, 2014. Also contributing to the change was an increase in U.K. event volume, including the Commonwealth Games and the Sochi Winter Olympics, which resulted in an incremental $12.1 million in cost of services. These increases were partially offset by lower U.S. remote production services costs related to the lower production services revenues, as noted above.

Engineering. Engineering expenses increased $9.8 million, or 13.5%, to $82.5 million for the year ended December 31, 2014 from $72.7 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014 which resulted in an increase of $10.5 million of engineering costs for the year ended December 31, 2014. This increase was partially offset by decreased U.S. engineering costs due to overhead reductions as a result of aforementioned lower event volumes.

Selling, General and Administrative. SG&A expenses increased by $13.4 million, or 21.1%, to $76.9 million for the year ended December 31, 2014 from $63.5 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014 which resulted in an increase of $11.1 million of SG&A expenses for the year ended December 31, 2014. Also contributing to the increase was acquisition-related professional fees of $2.7 million.

Depreciation and Amortization. Depreciation and amortization increased by $32.5 million, or 32.1%, to $133.6 million for the year ended December 31, 2014 from $101.1 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014 which resulted in an increase of $18.6 million of depreciation and amortization for the year ended December 31, 2014. The remainder of the increase was primarily due to incremental depreciation expense associated with capital expenditures incurred during the second half of 2013 and 2014.

Interest Expense. Interest expense increased $5.1 million, or 13.3%, to $43.4 million for the year ended December 31, 2014 from $38.3 million for the year ended December 31, 2013. The acquisition of GTV in January 2014 resulted in an increase of $7.1 million of interest expense for the year ended December 31, 2014 due to increasing the amount of debt to finance the acquisition; this increase was partially offset by the effect of a reduction in our borrowing costs resulting from the refinancing of our debt agreements.

Write Off of Debt Issuance Costs. During the year ended December 31, 2014, we recognized $0.5 million of debt issuance cost write-off expense related to the refinancing of our debt agreements in conjunction with the

acquisition of GTV in January 2014. During the year ended December 31, 2013, we recognized $21.2 million of debt issuance cost write-off expense related to our debt refinancing in 2013.

Other Income and Other Expense. Other income increased $3.5 million, or 97.2%, to $7.1 million for the year ended December 31, 2014 from $3.6 million for the year ended December 31, 2013. Other expense increased $14.8 million, or 448.5%, to $18.1 million for the year ended December 31, 2014 from $3.3 million for the year ended December 31, 2013. This net increase of $11.3 million of expense was primarily the result of foreign currency translation losses on intercompany note payable mark-to-market adjustments.

Income Tax (Expense) Benefit. The expense or benefit for income taxes represents federal, state, local and foreign income taxes on income before taxes. The income tax benefit was $12.8 million for the year ended December 31, 2014 and $16.5 million for the year ended December 31, 2013, reflecting an effective income tax rate of 23.7% and 37.7%, respectively.

Year Ended December 31, 2013 (Successor) Compared to the 358-Day Period Ended December 23, 2012

The following discussion includes a comparison of the year ended December 31, 2013 (Successor) to the 358-day period ended December 23, 2012 (Predecessor), which is the most comparable accounting year end period. The 2012 financial statements also include an accounting period from December 24, 2012 (Successor inception date) to December 31, 2012 for the Successor, and these amounts appear in the table above. We have not included a discussion of this accounting period because it is only for eight days, is not an accounting period we will use going forward and would not be otherwise meaningful for investors.

Net loss. Net loss increased by $14.9 million to $27.3 million for the year ended December 31, 2013 from $12.4 million for the 358-day period ended December 23, 2012. The change is due primarily to an increase of $27.5 million in depreciation and amortization as a result of the increase in the basis of our assets to reflect their fair market value at the time of the Corporate Reorganization, an increase in interest expense of $22.3 million due to increased debt as a result of the Corporate Reorganization and an increase in write off of debt issuance costs of $21.2 million due to debt refinancing. These increases were partially offset by an increase in operating results due primarily to an increase in volume for our international segment due to the addition of a new contract in the International X-Games, the acquisitions of Bow Tie Video and Corplex and commencement of our Brazilian operations, an increase of $2.2 million in other income due to foreign currency translation gains and a $19.5 million change from an income tax expense to an income tax benefit.

Adjusted EBITDA. Adjusted EBITDA was $122.5 million for year ended December 31, 2013 and $112.5 million for the 358-day period ended December 23, 2012.

The difference between net loss and Adjusted EBITDA of $149.8 million for the year ended December 31, 2013 is attributable to the add-back of interest expense of $38.3 million, depreciation and amortization of $101.1 million, stock-based compensation of $1.9 million, acquisition activity expenses of $2.5 million, Corporate Reorganization expenses of $0.8 million, write off of unamortized debt-issuance costs of $21.2 million, other expenses of $3.3 million and miscellaneous expenses of $1.0 million. These add-backs were offset by decreases for income tax benefit of $16.5 million and other income of $3.6 million.

The difference between net loss and Adjusted EBITDA of $124.9 million for 358-day period ended December 23, 2012 is attributable to the add-back of interest expense of $16.0 million, depreciation and amortization of $73.6 million, income tax expense of $3.0 million, stock-based compensation of $3.0 million, acquisition activity expenses of $1.2 million, debt recapitalization professional fees of $1.1 million, Corporate Reorganization expenses of $19.7 million, Corporate Reorganization bonuses of $4.5 million, other expenses of $3.3 million and miscellaneous expenses of $1.0 million. These add-backs were offset by a decrease for other income of $1.4 million.

Revenue. Total revenue decreased by $15.6 million, or 4.2%, to $356.5 million for the year ended December 31, 2013 from $372.1 million for the 358-day period ended December 23, 2012. The majority of this decrease resulted from a change in the billing of certain costs of services for a significant client. For the year ended December 23, 2012, we incurred approximately $31.8 million of event-related costs of services that were passed through to this client with no mark-up or margin earned by us. Beginning in 2013, this client internalized these services and related costs, resulting in a decline in revenues for the year ended December 31, 2013 as compared to the year ended December 31, 2012. Since these revenues related to pass-through costs, the period-to-period decline in revenues had no impact on our income (loss) from operations or Adjusted EBITDA. Partially offsetting this decrease was an increase in revenue for our international segment for the year ended December 31, 2013 of $11.1 million, comprised of $3.8 million resulting from a new contract entered into with a significant customer, $2.6 million from the International X-Games, $2.2 million from our Brazil operations and $1.6 million resulting from the acquisition of Bow Tie Video. In the year ended December 31, 2013, our United States segment experienced an increase in certain revenue streams which also partially offset the overall revenue decrease, including $12.0 million of incremental revenues related to the acquisition of Corplex and $8.0 million in increased revenues related to our studio services.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization decreased by $35.4 million, or 25.4%, to $103.8 million for the year ended December 31, 2013 from $139.2 million for the 358-day period ended December 23, 2012. This decrease was primarily attributable to the change in billing of event-related direct costs of $31.8 million for a significant client, as described above in addition to lower third-party equipment rentals related to our display services of $2.6 million as a result of an increase in our portfolio of LED displays.

Engineering. Engineering expenses increased by $5.1 million, or 7.5%, to $72.7 million for the year ended December 31, 2013 from $67.6 million for the 358-day period ended December 23, 2012. This increase was attributable to growth in our United States operating segment which required an increase to our engineering infrastructure primarily in personnel and related costs, specifically increased engineering expenses of $2.5 million related to the acquisition of Corplex and $0.3 million in incremental engineering expenses from increased business in our studio services. The remainder of this increase was largely attributable to cost of living compensation increases for our engineering and operations personnel.

Selling, General and Administrative. SG&A expenses decreased by $19.9 million, or 23.9%, to $63.5 million for the year ended December 31, 2013 from $83.4 million for the 358-day period ended December 23, 2012. This decrease was attributable to transaction costs of $19.7 million and $4.5 million of bonus payments incurred in connection with the Corporate Reorganization, a decrease in stock-based compensation expense of $1.0 million and a decrease of $1.1 million in debt refinancing-related professional fees. These decreases were partially offset by increases of SG&A expenses of $0.1 million related to the acquisition of Corplex and $1.7 million in incremental SG&A expenses from increased business in our studio services.

Depreciation and Amortization. Depreciation and amortization expense increased by $27.5 million, or 37.4%, to $101.1 million for the year ended December 31, 2013 from $73.6 million for the 358-day period ended December 23, 2012. This increase generally resulted from an increase in the basis of our assets to reflect their fair market value at the time of the Corporate Reorganization.

Interest Expense. Interest expense increased by $22.3 million to $38.3 million for the year ended December 31, 2013 from $16.0 million for the 358-day period ended December 23, 2012. This increase generally was a result of the increase in our outstanding debt as a result of the Corporate Reorganization.

Write Off of Debt Issuance Costs. During the year ended December 31, 2013, we recognized $21.2 million of debt issuance cost write-off expense related to the refinancing of our debt agreements.

Other Income and Other Expense. Other income increased $2.2 million to $3.6 million for the year ended December 31, 2013 from $1.4 million for the 358-day period ended December 23, 2012. This increase was attributable to a gain on the sale of fixed assets of $1.0 million in addition to the impact from gains resulting from foreign currency conversion. Other expense was $3.3 million for the year ended December 31, 2013 and for the 358-day period ended December 23, 2012. Other expense in the year ended December 31, 2013 and the 358-day period ended December 23, 2012 consisted primarily of management fees of $2.0 million and $2.3 million, respectively.

Income Tax (Expense) Benefit. There was an income tax benefit of $16.5 million for the year ended December 31, 2013 and a $3.0 million income tax expense for the 358-day period ended December 23, 2012, reflecting an effective income tax rate of 37.7% and (35.0%), respectively.

Adjusted EBITDA is defined as EBITDA before stock-based compensation expense, acquisition activity expenses, professional fees associated with debt recapitalization, expenses associated with our Corporate Reorganization, one-time bonuses paid pursuant to the Corporate Reorganization, net loss from discontinued operations, write-off of deferred offering costs, write-off of unamortized debt issuance costs, other income, other expenses, and miscellaneous expenses as described in the footnotes to the table below. EBITDA is defined as earnings before interest expense, income tax expense, depreciation and amortization.

Adjusted EBITDA is not a presentation made in accordance with GAAP and our computation of Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains adjustments that are taken into account in the calculation of the components of various covenants in our credit agreement. Adjusted EBITDA should not be considered as an alternative to operating earnings or net (loss) earnings as measures of operating performance. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. For instance, Adjusted EBITDA:

The following tables reconcile net loss as reflected in the results of operations tables and segment footnote disclosures to Adjusted EBITDA for the periods presented:

The following tables present the results of operations of our United States segment for the periods presented:

Three Months Ended March 31, 2015 (Successor) Compared to the Three Months Ended March 31, 2014

Income (loss) from Operations. Loss from operations increased $2.0 million to a loss from operations of $10.5 million for the three months ended March 31, 2015 from a loss from operations of $8.5 million for the three months ended March 31, 2014. The change was primarily the result of higher professional fees related to acquisition activities as well as increased depreciation and amortization due to acquisitions and increased capital expenditures, partially offset by higher operating results due to accretive acquisitions.

Adjusted EBITDA. Adjusted EBITDA was $22.1 million for the three months ended March 31, 2015 and $17.8 million for the three months ended March 31, 2014.

Revenue. Total revenue increased by $6.4 million, or 10.8%, to $65.4 million for the three months ended March 31, 2015 from $59.0 million for the three months ended March 31, 2014. This increase was primarily due to $6.3 million and $1.1 million in revenues from the acquisitions of MIRA and Faber, respectively. These increases were partially offset by lower revenues in our U.S. business primarily due to the loss of several mobile production services contracts as a result of competitive bidding processes.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization increased $1.5 million, or 10.3%, to $16.0 million for the three months ended March 31, 2015 from $14.5 million for the three months ended March 31, 2014. This increase was due to $2.4 million from the acquisition of MIRA, partially offset by a decrease in our legacy U.S. business due primarily to lower remote production services revenues for the three months ended March 31, 2015.

Engineering. Engineering expenses increased $0.4 million, or 2.8%, to $14.9 million for the three months ended March 31, 2015 from $14.5 million for the three months ended March 31, 2014. The increase included $1.1 million from the acquisition of MIRA, offset by overhead reductions taken as a result of the event volume decrease cited above.

Selling, General and Administrative. SG&A expenses increased by $1.6 million, or 11.3%, to $15.7 million for the three months ended March 31, 2015 from $14.1 million for the three months ended March 31, 2014. This

increase was primarily attributable to $0.4 million from the acquisition of MIRA as well as additional professional fees incurred as a result of the acquisitions consummated in 2015 as well as other ongoing merger and acquisition activities.

Depreciation and Amortization. Depreciation and amortization increased by $4.8 million, or 19.7%, to $29.2 million for the three months ended March 31, 2015 from $24.4 million for the three months ended March 31, 2014. This increase was primarily attributable to the acquisition of MIRA, which contributed an additional $3.1 million of expense as well as incremental depreciation expense associated with capital expenditures incurred during the last three quarters of 2014 and the first quarter of 2015.

Year Ended December 31, 2014 (Successor) Compared to the Year Ended December 31, 2013

Income (loss) from Operations. Income (loss) from operations decreased $28.1 million to a loss from operations of $16.9 million for the year ended December 31, 2014 from income from operations of $11.2 million for the year ended December 31, 2013. The change was primarily the result of lower revenues due to the loss of several mobile production services contracts as well as the cancellation of a show with significant services; also contributing to the change was increased depreciation and amortization due to increased capital expenditures.

Adjusted EBITDA. Adjusted EBITDA was $99.3 million for the year ended December 31, 2014 and $109.3 million for the year ended December 31, 2013.

Revenue. Total revenue decreased by $14.6 million, or 5.1%, to $269.3 million for the year ended December 31, 2014 from $283.9 million for the year ended December 31, 2013. This decrease was primarily attributable to the loss of several mobile production services contracts in 2014 as a result of competitive bidding processes in addition to the cancellation of the X-Factor television series which was a significant source of revenue in 2013.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization decreased $1.0 million, or 1.6%, to $62.3 million for the year ended December 31, 2014 from $63.3 million for the year ended December 31, 2013. This decrease was primarily attributable to lower remote production services revenues for the year ended December 31, 2014 due to the reasons cited above.

Engineering. Engineering expenses decreased $2.4 million, or 3.8%, to $60.0 million for the year ended December 31, 2014 from $62.4 million for the year ended December 31, 2013 due to overhead reduction taken as a result of the event volume decrease cited above.

Selling, General and Administrative. SG&A expenses increased by $3.1 million, or 5.7%, to $57.6 million for the year ended December 31, 2014 from $54.5 million for the year ended December 31, 2013. This increase was primarily attributable professional fees incurred as a result of the acquisitions consummated in 2014 in addition to expenses incurred in relation to this offering in the year ended December 31, 2014.

Depreciation and Amortization. Depreciation and amortization increased by $13.8 million, or 14.9%, to $106.3 million for the year ended December 31, 2014 from $92.5 million for the year ended December 31, 2013. This increase was primarily attributable to incremental depreciation expense associated with capital expenditures incurred during the second half of 2013 and the first half of 2014.

Year Ended December 31, 2013 (Successor) Compared to the 358-Day Period Ended December 23, 2012

2013 year end period. The 2012 financial statements also include an accounting period from December 24, 2012 (Successor inception date) to December 31, 2012 for the Successor, and these amounts appear in the table above. We have not included a discussion of this accounting period because it is only for eight days, is not an accounting period we will use going forward and would not otherwise be meaningful to investors.

Income from Operations. Income from operations increased $4.8 million to $11.2 million for the year ended December 31, 2013 from $6.4 million for the 358-day period ended December 23, 2012. The change was the result of incremental revenues related to the acquisition of Corplex, increased revenues related to our studio services, decreased cost of services due to primarily to lower third-party equipment rentals, decreased SG&A expenses due to the Corporate Reorganization, which occurred in 2012. These increases were partially offset by increased engineering expenses due to the acquisition of Corplex and increased studio business as well as increased depreciation and amortization expense due to the increase in book basis of assets to the fair market value adjustments made in conjunction with the Corporate Reorganization.

Adjusted EBITDA. Adjusted EBITDA was $109.3 million for the year ended December 31, 2013 and $100.2 million for the 358-day period ended December 23, 2012.

Revenue. Total revenue decreased by $26.6 million, or 8.6%, to $283.9 million for the year ended December 31, 2013 from $310.5 million for the 358-day period ended December 23, 2012. This decrease resulted from a change in the billing of certain costs of services for a significant client. For the 358-day period ended December 23, 2012, we incurred approximately $31.8 million of event-related costs of services that were passed through to this client with no mark-up or margin earned by us. Beginning in 2013, this client internalized these services and related costs, resulting in a decline in revenues for the year ended December 31, 2013 as compared to the year ended December 31, 2012. Since these revenues related to pass-through costs, the period-to-period decline in revenues had no impact on our income (loss) from operations or Adjusted EBITDA. Partially offsetting this decrease was $12.0 million of incremental revenues related to the acquisition of Corplex, which was acquired in December 2012, and $8.0 million in increased revenue related to our studio services.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization decreased by $41.6 million, or 39.6%, to $63.3 million for the year ended December 31, 2013 from $104.9 million for the 358-day period ended December 23, 2012. This decrease was primarily attributable to the change in billing of event-related direct costs for a significant client, as described above in addition to lower third-party equipment rental related to our display services of $2.6 million as a result of an increase in our portfolio of LED displays.

Engineering. Engineering expenses increased by $3.8 million, or 6.5%, to $62.4 million for the year ended December 31, 2013 from $58.6 million for the 358-day period ended December 23, 2012. This increase was attributable to expenses of $2.5 million related to the acquisition of Corplex and $0.3 million in incremental engineering expenses from increased business in our studio services. The remainder of this increase was attributable to cost of living compensation increases for our engineering and operations personnel.

Selling, General and Administrative. SG&A expenses decreased by $21.8 million, or 28.6%, to $54.5 million for the year ended December 31, 2013 from $76.3 million for the 358-day period ended December 23, 2012. This decrease was attributable to transaction costs of $19.7 million and $4.5 million of bonus payments incurred in connection with the Corporate Reorganization, partially offset by increases of SG&A expenses of $1.4 million related to the acquisition of Corplex and $1.7 million in incremental SG&A expenses from increased business related to studio services.

Depreciation and Amortization. Depreciation and amortization expense increased by $28.3 million, or 44.1%, to $92.5 million for the year ended December 31, 2013 from $64.2 million for the 358-day period ended December 23, 2012. This increase generally resulted from an increase in the book basis of our assets to reflect their fair market value at the time of the Corporate Reorganization.

The following tables present the results of operations of our International segment for the periods presented:

Three Months Ended March 31, 2015 (Successor) Compared to the Three Months Ended March 31, 2014

Income from Operations. Income from operations decreased $0.8 million to $2.4 million for the three months ended March 31, 2015 from $3.2 million for the three months ended March 31, 2014. The decrease is primarily related to lower event volumes in the U.K., largely due to timing and phasing of events between years as well as our coverage of the Winter Olympics in 2014, and lower foreign currency rates for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. These decreases were partially offset by increases in income from operations due to the acquisitions of Screen Scene Group of $0.2 million as well as a full quarter of GTV operations in 2015.

Adjusted EBITDA. Adjusted EBITDA was $10.0 million for the three months ended March 31, 2015 and $9.0 million for the three months ended March 31, 2014.

Revenue. Total revenue increased by $1.6 million, or 4.4%, to $37.8 million for the three months ended March 31, 2015 from $36.2 million for the three months ended March 31, 2014. This increase was primarily attributable to the acquisitions of Silk Studios, Faber, and Screen Scene Group which contributed revenues of $0.4 million, $3.2 million, and $3.2 million, respectively, as well as a full quarter of GTV revenues in 2015, resulting in an increase of $1.1 million, year over year. These increases were partially offset by decreases due to the coverage of the 2014 Winter Olympic Games, which contributed $2.9 million in revenue, lower overall U.K. event volume, primarily due to timing and phasing of events, and lower foreign currency exchange rates for the three months ended March 31, 2015 compared to the three months ended March 31, 2014.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization decreased $2.7 million, or 14.8%, to $15.6 million for three months ended March 31, 2015 from $18.3 million for the three months ended March 31, 2014. This variance was largely attributable to a decrease of $4.1 million in the U.K. related to lower event volume due to timing and phasing of events between periods as well as our coverage of the 2014 Winter Olympic Games, which contributed $1.3 million in costs for the first quarter of 2014. Also contributing was a decrease of $0.7 million of cost of services, exclusive of depreciation and amortization, for GTV year over year due primarily to the Commonwealth Games in 2014, which had a higher cost of services component, combined with lower foreign currency exchange rates for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. Partially offsetting the decrease was

an increase in cost of services, exclusive of depreciation and amortization of $1.0 million and $1.2 million due to the acquisitions of Faber and Screen Scene Group, respectively.

Engineering. Engineering expenses increased $1.3 million, or 26.0%, to $6.3 million for the three months ended March 31, 2015 from $5.0 million for the three months ended March 31, 2014. This increase was primarily attributable to the acquisitions of Faber and Screen Scene Group, which resulted in increases in engineering costs of $0.7 million and $0.8 million, respectively, and an additional $0.4 million from a full quarter of GTV results in 2015. These increases were partially offset by lower foreign currency exchange rates for the three months ended March 31, 2015 compared to the three months ended March 31, 2014.

Selling, General and Administrative. SG&A expenses increased by $1.8 million, or 45.0%, to $5.8 million for the three months ended March 31, 2015 from $4.0 million for the three months ended March 31, 2014. This increase was primarily attributable to the acquisitions of Silk Studios, Faber, and Screen Scene Group of $0.1 million, $0.7 million, and $0.6 million, respectively, as well as a full quarter of GTV expenses in 2015.

Depreciation and Amortization. Depreciation and amortization increased by $1.9 million, or 32.8%, to $7.7 million for the year three months ended March 31, 2015 from $5.8 million for the three months ended March 31, 2014. This increase was primarily attributable to the acquisitions of Silk Studios, Faber, and Screen Scene Group, which resulted in an increase of depreciation and amortization of $0.2 million, $0.9 million and $0.4 million, respectively, as well as a full quarter of GTV depreciation and amortization in 2015.

Year Ended December 31, 2014 (Successor) Compared to the Year Ended December 31, 2013

Income from Operations. Income from operations increased $13.6 million to $17.8 million for the year ended December 31, 2014 from $4.2 million for the year ended December 31, 2013. The change was primarily the result of increased income from operations of $8.1 million due to the acquisition of GTV in January 2014 as well as increased income from operations of $4.2 million for the U.K. as a result of several new events, including the Commonwealth Games and the Sochi Winter Olympics.

Adjusted EBITDA. Adjusted EBITDA was $45.8 million for the year ended December 31, 2014 and $13.3 million for the year ended December 31, 2013.

Revenue. Total revenue increased by $100.7 million, or 138.5%, to $173.4 million for the year ended December 31, 2014 from $72.7 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014, which contributed $84.4 million in revenues in the year ended December 31, 2014. Also contributing to this increase was an increase in U.K. revenues of $17.2 million due to the addition of several new events in 2014, including the Commonwealth Games and the Sochi Winter Olympics.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization increased $46.1 million, or 113.8%, to $86.6 million for the year ended December 31, 2014 from $40.5 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014, which resulted in an increase of $35.6 million of cost of services, exclusive of depreciation and amortization. Also contributing to this increase was an increase in U.K. event volume, which resulted in an incremental $12.1 million in cost of services.

Engineering. Engineering expenses increased $12.2 million, or 118.4%, to $22.5 million for the year ended December 31, 2014 from $10.3 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014, which resulted in an increase of engineering costs of $10.5 million.

Selling, General and Administrative. SG&A expenses increased by $10.3 million, or 114.4%, to $19.3 million for the year ended December 31, 2014 from $9.0 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014, which resulted in an increase of SG&A costs of $11.1 million.

Depreciation and Amortization. Depreciation and amortization increased by $18.7 million, or 217.4%, to $27.3 million for the year ended December 31, 2014 from $8.6 million for the year ended December 31, 2013. This increase was primarily attributable to the acquisition of GTV in January 2014, which resulted in an increase of depreciation and amortization of $18.6 million.

Year Ended December 31, 2013 (Successor) Compared to the 358-Day Period Ended December 23, 2012

The following discussion includes a comparison of year ended December 31, 2012 (Successor) to the 358-day period ended December 23, 2012 (Predecessor), which is the most comparable accounting period to the 2013 year end period. The 2012 financial statements also include an accounting period from December 24, 2012 (Successor inception date) to December 31, 2012 for the Successor, and these amounts appear in the table above. We have not included a discussion of this accounting period because it is only for eight days, is not an accounting period we will use going forward and would not otherwise be meaningful for investors.

Income from Operations. Income from operations increased $2.3 million to $4.2 million for the year ended December 31, 2013 from $1.9 million for the 358-day period ended December 23, 2012. The change was the result of higher income from operations for the U.K. due to the addition of several one-off, large sporting events, including the International X-Games. These increases in income from operations were partially offset by increased cost of services related to Bow Tie Video, Brazil, and the International X-Games, increased engineering due to Bow Tie Video and general business growth, and increased SG&A due to Bow Tie Video.

Adjusted EBITDA. Adjusted EBITDA was $13.3 million for the year ended December 31, 2013 and $12.4 million for the 358-day period ended December 23, 2012.

Revenue. Total revenue increased by $11.1 million, or 18.0%, to $72.7 million for the year ended December 31, 2013 from $61.6 million for the 358-day period ended December 23, 2012. This increase was primarily attributable to having a full year of revenues from the April 2012 acquisition of Bow Tie Video in 2013, which contributed $1.6 million in revenue, and the addition of several one-off large sporting events in 2013 including the International X-Games which did not occur in the previous year and contributed $2.6 million in incremental revenue in 2013. Also contributing to the increase was the commencement of our Brazil operations in 2013, which had $2.2 million in revenue.

Cost of Services, Exclusive of Depreciation and Amortization. Cost of services, exclusive of depreciation and amortization increased by $6.2 million, or 18.1%, to $40.5 million for the year ended December 31, 2013 from $34.3 million for the 358-day period ended December 23, 2012. This increase was primarily attributable to $0.4 million, $2.1 million, and $2.2 million as a result of an increase in direct costs from a full year of activity from Bow Tie Video, Brazil, and the International X-Games, respectively.

Engineering. Engineering expenses increased by $1.4 million, or 15.7%, to $10.3 million for the year ended December 31, 2013 from $8.9 million for the 358-day period ended December 23, 2012. This increase was primarily attributable to having a full year of engineering expenses from Bow Tie Video, which added incremental expenses of $0.6 million; also contributing to the increase was general growth in the business which required an increased investment in our field staff comprised primarily of broadcast engineers and drivers in addition to cost of living compensation increases for staff.

Selling, General and Administrative. SG&A expenses increased by $1.9 million, or 26.8%, to $9.0 million for the year ended December 31, 2013 from $7.1 million for the 358-day period ended December 23, 2012. This increase was primarily attributable to having a full year of expenses from the April 2012 acquisition of Bow Tie Video in 2013, which added $0.4 million in incremental SG&A expenses in addition to cost of living compensation increases for staff.

Depreciation and Amortization. Depreciation and amortization expense decreased by $0.8 million, or 8.5%, to $8.6 million for the year ended December 31, 2013 from $9.4 million for the 358-day period ended December 23, 2012.

The following tables set forth selected unaudited quarterly condensed consolidated statements of income data for each of the quarters in the thirteen quarter period ended March 31, 2015. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which includes only normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.

The following tables reconcile net income (loss) as reflected in the results of operations tables and segment footnote disclosures to Adjusted EBITDA for the periods presented:

Given the year-round broadcast of live sporting and other live entertainment, as well as unscripted television programming, seasonality does not have a material effect on our business as evidenced by substantially consistent revenues quarter over quarter with the exception of the quarter ended March 31 of each year, which is traditionally our slowest due to the generally lighter schedule of

sports broadcasts for which we have contracts in the winter months in the United States and U.K. Our results in any particular quarter will, however, vary, depending on the acquisition or loss of contracts or other potentially unforeseen events.

Quarterly expense trends are aligned with those aforementioned quarterly revenue trends. Expenses are fairly consistent quarter over quarter due to limited seasonality. Our capital expenditures are typically skewed to the first two quarters of the year, which impacts quarterly liquidity, but also maximizes revenue generating ability through the multi-purpose use of the assets throughout the year.

Our principal liquidity requirements have historically been to meet our working capital and capital expenditure needs, to finance acquisitions and to service our debt. We have historically met our liquidity and capital investment needs with funds generated through operations, in addition to outside sources of liquidity including our debt agreements and capital lease transactions. We have historically funded our acquisitions through borrowings under our debt agreements, cash from operations, capital leases and through additional equity investments. Our working capital is the amount by which current assets exceed current liabilities and is a measure of our ability to pay our liabilities as they become due. As of March 31, 2015, our working capital was $0.0 million and we had $27.6 million of availability under our revolving credit facility. See “—Description of Our Indebtedness—Credit Facilities” for more information regarding our revolving credit facility.

Following completion of this offering, we believe that cash generated through operations and our financing arrangements will be sufficient to meet working capital requirements, anticipated capital expenditures and scheduled debt payments for at least the next 12 months.

For the three months ended March 31, 2015, cash provided by operating activities decreased by $2.6 million to $12.9 million from $15.5 million for the three months ended March 31, 2014. The decrease was primarily due to decreased operations in the U.K. due to event timing and phasing as well as the 2014 Winter Olympic Games and lower foreign currency rates, partially offset by the accretive operating activities associated with the acquisitions of MIRA, Faber, Screen Scene Group as well as a full quarter of GTV operations.

In 2014, cash provided by operating activities increased by $8.6 million to $79.3 million from $70.7 million during 2013. The increase was primarily driven by the operating activities associated with the GTV acquisition in January 2014.

In 2013, cash provided by operating activities decreased $20.3 million to $70.7 million from $91.0 million for the 358-day period ended December 23, 2012. This decrease was principally driven by an increase in our interest expense as a result of the increase in our outstanding debt as a result of the Corporate Reorganization.

For the three months ended March 31, 2015, cash used in investing activities of $35.9 million consisted of capital expenditures of $23.4 million, which reflected increased spending on capital year over year, and acquisition of businesses of $12.5 million, comprised of the Screen Scene Group acquisition.

In 2014, cash used in investing activities of $337.8 million consisted of capital expenditures of $82.7 million, which reflected increased spending on capital year over year, and acquisition of businesses of $255.1 million, comprised of the GTV, MIRA, Silk Studios, and Faber acquisitions.

In 2013, cash used in investing activities of $61.9 million consisted of capital expenditures of $64.1 million, offset by proceeds from the sale of assets of $2.1 million. For the 358-day period ended December 23, 2012, cash used in investing activities of $110.5 million consisted of payments for acquisitions of $40.9 million and capital expenditures of $69.6 million.

For the three months ended March 31, 2015, cash provided by financing activities of $17.6 million consisted of $25.3 million in borrowings (net) from our line of credit and proceeds from the issuance of stock of $0.2 million, offset by debt repayments of $2.2 million, debt issuance costs of $0.8 million, and capital lease repayments of $5.0 million.

In 2014, cash provided by financing activities of $253.5 million consisted of $31.0 million in borrowings (net) from our line of credit, $215.0 million of proceeds from additional debt issuance, $7.3 million in proceeds from the issuance of common stock (including $0.5 million from the collection of a promissory note in connection with a 2013 stock issuance), and $23.1 million in proceeds from sale-leaseback arrangements; these inflows were offset by debt repayments of $5.5 million, debt issuance costs of $7.8 million, and capital lease repayments of $9.7 million.

In 2013, cash used in financing activities of $11.8 million consisted of $16.5 million in borrowings (net) from our line of credit, a $4.1 million refund of original issue discount on refinancing and $0.7 million in proceeds from the issuance of common stock offset by debt repayments of $17.8 million, debt issuance costs of $8.3 million and capital lease repayments of $7.0 million. For the 358-day period ended December 23, 2012, cash provided by financing activities of $25.8 million consisted of $34.5 million in borrowings (net) from our line of credit, $5.0 million in proceeds from debt issuance, $7.2 million in proceeds from a sale-leaseback arrangement and $0.6 million in proceeds from the issuance of common stock; these inflows were offset by debt repayments of $13.1 million, debt issuance costs of $0.3 million, and capital lease repayments of $8.1 million.

As of March 31, 2015, total current assets and total current liabilities were $82.0 million, which represents a $12.1 million decrease in working capital from December 31, 2014. Total current assets decreased $1.4 million, primarily due to a decrease in accounts receivable of $5.1 million related to the timing of sales, partially offset by an increase in cash of $2.8 million as a result of timing of payments and cash conservation for pending acquisitions. Total current liabilities increased $10.7 million primarily due to an increase in accounts payable of $13.1 million due to acquisitions, capital expenditures, and the timing of cash payments, with extended payment terms for some vendors.

As of December 31, 2014, total current assets were $83.4 million and total current liabilities were $71.3 million, resulting in working capital of $12.1 million, which represents a $2.6 million decrease in working capital from 2013 to 2014. Both current assets and liabilities increased as a result of the acquisitions made during 2014, and the current portion of long-term debt, in particular, increased $3.1 million from 2013 to 2014 as a result of increased debt to finance the GTV and MIRA acquisitions as well as the legacy debt assumed as a result of the Faber acquisition.

As of December 31, 2013, total current assets were $63.1 million and total current liabilities were $48.4 million, resulting in working capital of $14.7 million. As of December 31, 2012, total current assets were $65.9 million and total current liabilities were $57.8 million, resulting in working capital of $8.0 million. The $6.7 million increase in working capital from 2012 to 2013 was primarily comprised of decreases in liabilities of $1.8 million in current debt, $8.4 million in accounts payable, $4.4 million in other accruals and a decrease in assets of $4.1 million in cash; partially offsetting these decreases were increases in capital leases of $2.0 million, deferred revenue of $3.1 million, and prepaids and other current assets of $0.7 million.

On December 24, 2012, we entered into two credit agreements, the first providing for a $60.0 million revolving credit facility and a $455.0 million first lien term loan (the “First Lien Credit Agreement”), and the second providing for a $165.0 million second lien term loan (the “Second Lien Credit Agreement”). In January 2013, we refinanced $15.0 million of the second lien term loan by increasing the first lien term loan by an equal amount, and we also prepaid $10.0 million of the second lien term loan. In February 2013, we completed a second refinancing which resulted in $60.0 million of the second lien term loan refinanced to the first lien term loan. In January 2014, we financed the purchase of GTV by increasing the first lien term loan by $155.0 million. In August 2014, we financed the purchase of MIRA by increasing the first lien term loan by $60.0 million. In January 2015, we amended our credit agreements to increase the maximum borrowing capacity under our revolving credit facility by $45.0 million, for a total maximum of $105.0 million. As a result of these transactions, as of March 31, 2015, our credit facilities consist of (i) a $745.0 million first lien term loan, (ii) an $80.0 million second lien term loan and (iii) a $105.0 million revolving credit facility. We had $27.6 million of availability under the revolving credit facility and $1.9 million letters of credit outstanding at March 31, 2015. In April 2015, we financed our purchase of Mediatec and Outside Broadcast by increasing the second lien term loan by $75.0 million.

Principal on the first lien term loan is payable quarterly in amounts equaling 0.25% of the principal, with a final payment of approximately $697.4 million in January 2020. The final payment will be reduced by any prepayments, including those from the net proceeds of this offering. The revolving credit facility is scheduled to expire on January 22, 2018. Interest is charged on the revolving credit facility and the first lien term loan at either (i) the lender’s alternative base rate which is the greatest of (x) the prime rate, (y) the federal funds effective rate plus 0.50% and (z) an adjusted LIBO rate plus 1.00% and plus, in each case, an applicable rate of 2.25% per annum for term loans and 3.00% per annum for revolving credit facility borrowings, or (ii) an adjusted LIBO rate plus an applicable rate of between 3.25% per annum for term loans and 4.00% per annum for revolving credit facility borrowings, at our option. A 1.00% floor applies to the LIBO rate. In addition, we incur a commitment fee on the unused portion of the revolving credit facility at a rate of 0.5% per annum. Interest rates for the first lien term loan and the revolving credit facility were 4.25% and 4.172% - 6.25%, respectively, at March 31, 2015.

Principal on the second lien term loan is payable in full at maturity in July 2020. Interest is charged on the second lien term loan at either (i) the greatest of (x) the prime rate, (y) the federal funds effective rate plus 0.50% and (z) an adjusted LIBO rate plus 1.00% and plus, in each case, an applicable rate of 7.25% per annum or (ii) an adjusted LIBO rate plus an applicable rate of 8.25% per annum, at our option. A 1.25% floor applies to the adjusted LIBO rate. The interest rate for the second lien term loan facility was 9.50% at March 31, 2015. If prepaid in connection with this offering, a 1.00% prepayment premium is applicable until December 24, 2015, and no prepayment premium after. If prepaid other than in connection with this offering, a 2.00% prepayment premium is applicable until April 29, 2015, a 1.00% prepayment premium is applicable from April 29, 2016 until April 29, 2017, and no prepayment premium is applicable thereafter.

Each of the First Lien Credit Agreement and Second Lien Credit Agreement is guaranteed on a senior basis by all of our subsidiaries and is collateralized by substantially all of our assets. The credit agreements contain various covenants that may limit, among other things, our and our subsidiaries’ ability to:

Each of the credit agreements contain provisions requiring mandatory prepayments in the case of certain asset sales and incurrences of indebtedness, as well as an annual mandatory prepayment of 75%, 50%, 25% or 0% of excess cash flow as of the end of the fiscal year, based upon a leverage test, reduced by any prepayment made earlier in the year.

Agreement) not exceeding a set ratio (the “debt to EBITDA ratio”), initially set at 6.25 to 1 on March 31, 2014 (currently set at 6.00 to 1 at March 31, 2015), and which incrementally steps down every other quarter, beginning on December 31, 2014, until reaching 4.75 to 1 on June 30, 2017. Such ratio will remain at 4.75 to 1 thereafter until maturity (currently, July 2022 unless extended). On March 31, 2015, our debt to EBITDA ratio was 5.17 to 1.

As of March 31, 2015, we were in compliance with all covenants under the credit agreements and no events of default existed.

In conjunction with the acquisition of Faber on December 19, 2014, the Company assumed Faber’s legacy debt. This debt is comprised of a 2.4 million EUR, or $3.0 million, loan; a 0.5 million EUR, or $0.6 million, loan; a credit facility with 1.3 million EUR, or $1.6 million, maximum line of credit; and an investment line of credit with 7.5 million EUR, or $9.2 million, maximum line of credit.

The 2.4 million EUR loan on Faber is payable in quarterly installments of 0.1 million EUR, starting on June 30, 2014, with the balance payable in full on March 31, 2020. Initially, the loan bears interest at Euro Interbank Offer Rate (“EURIBOR”) plus 3.0%, and after 2014, the margin is based on the ratio of senior net debt to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) as follows: (1) ratio greater than or equal to 1.75, the margin is 3.0%; (2) ratio less than 1.75 and greater than or equal to 1.50, the margin is 2.75%; and (3) ratio less than 1.50, the margin is 2.5%. The loan balance outstanding at March 31, 2015 was 2.1 million EUR, or $2.3 million. The interest rate was 3.08% at March 31, 2015.

The 0.5 million EUR loan, on LED Investment International, is payable in equal monthly installments of 61,475 EUR, or approximately $75,000, through July 2015. At March 31, 2015, the balance was 0.3 million EUR, or $0.3 million. The interest rate was 4.78% at March 31, 2015.

The lines of credit (1.3 million EUR maximum line of credit and an additional 7.5 million EUR maximum investment line of credit) on Faber are available until March 31, 2020. The investment line of credit is reduced by quarterly curtailments of 0.3 million EUR, beginning with the quarter ended June 30, 2014. At March 31, 2015, the revolving credit line balance was 5.4 million EUR, or $5.9 million, with 2.1 million EUR, or $2.3 million available under the facilities. The interest rate was 2.29% at March 31, 2015.

Faber’s debt contains a certain covenant that requires a minimum leverage coverage ratio. The Company is currently in compliance with the covenant required under the credit agreement.

In connection with our acquisition of Mediatec on April 29, 2015, we assumed Mediatec’s debt of approximately 408.8 million SEK, or $47.5 million. This debt balance is comprised of outstanding loans including a line of credit and capital leases with third party financial institutions.

The outstanding aggregate loan balance for Mediatec as of April 29, 2015 was approximately 157.3 million SEK, or $18.3 million, and the line of credit balance was approximately 20.1 million SEK, or $2.3 million. The aggregate loan balance is comprised of multiple loans with terms ranging from 36 months to 96 months in duration. These loans will mature beginning January 2016 and will continue to mature until November 2020. The line of credit has a maximum of 60.1 million SEK, or approximately $7.0 million. Generally, the principal and interest payments are payable in quarterly installments. These loans typically bear interest at the Stockholm Interbank Offering Rate (“STIBOR”), Euro Interbank Offer Rate (“EURIBOR”), Copenhagen Interbank Offering Rate (“CIBOR”) or Norwegian Interbank Offering Rate (“NIBOR”) plus an applicable margin. As of April 29, 2015, the interest rates in effect ranged from 1.10% to 3.20%.

In addition to the loans, Mediatec is party to several capital leases having an aggregate balance of 231.4 million SEK, or $26.9 million as of April 29, 2015. The aggregate capital lease balance is comprised of multiple leases with terms which range from 24 months to 96 months in duration. These capital leases will mature beginning July 2015 and will continue to mature until March 2021. These loans typically bear interest at the STIBOR, EURIBOR, or NIBOR plus an applicable margin or at a fixed interest rate. As of April 29, 2015, the interest rates in effect ranged from 0.55% to 6.0%.

Several of Mediatec’s loans and capital leases contain customary covenants which require that it maintain a minimum equity to assets ratio. The Company is currently in compliance with the covenants contained in these agreements.

In connection with our acquisition of Outside Broadcast on April 29, 2015, we assumed Outside Broadcast’s debt of approximately 10.3 million EUR, or $11.2 million. This debt balance is comprised of outstanding loans including a line of credit and capital leases with third party financial institutions.

Outside Broadcast’s outstanding aggregate loan balance was approximately 8.1 million EUR, or $8.8 million USD and the line of credit balance was approximately 0.4 million EUR, or $0.4 million as of April 29, 2015. This aggregate balance is comprised of multiple loans with terms ranging from 12 months to 180 months in duration. These loans will mature beginning December 2015 and will continue to mature until November 2029. The line of credit has a maximum of 0.35 million EUR. Generally, the principal and interest payments are payable in monthly installments. These loans typically bear interest at the EURIBOR plus an applicable margin. As of April 29, 2015, the interest rates in effect ranged from 1.22% to 4.47%.

In addition to the loans, Outside Broadcast’s existing capital leases had a balance of 1.8 million EUR, or $2.0 million. The capital lease balance is comprised of multiple leases with terms which range from 12 months to 60 months in duration. These capital leases will mature beginning June 2015 and will continue to mature until February 2019. These loans typically bear interest at the EURIBOR plus an applicable margin. As of April 29, 2015, the interest rates in effect ranged from 2.20% to 4.50%.

We have no off-balance sheet arrangements that have or are likely to have a current or future material effect on our financial condition, changes in financial condition, sales, expenses, results of operations, liquidity, capital expenditures or capital resources.

A summary of our contractual obligations as of December 31, 2014 is provided in the following table:

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally acceptable in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported revenues and expenses during the reporting periods. We evaluate these estimates and assumptions on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results may materially differ from these estimates.

Listed below are the accounting policies we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved, and that we believe are critical to the understanding of our operations.

Revenue is recognized when the following criteria are met: 1) persuasive evidence of an arrangement exists; 2) delivery of our service has occurred; 3) an established sales price has been set with the client and 4) collection of the sale revenue from the client is reasonably assured. The Company’s revenue is derived from the following services:

In general, we recognize revenue as the related services are provided. Revenue from contracts associated with group events are considered earned as the services are delivered; delivery, for those group events, is considered to have occurred when services are provided in conjunction with the broadcast of each event.

Our clients represent some of the leading broadcasters, sports and entertainment producers and cable networks in the world, and therefore our historical exposure to bad debts has been minimal.

Unbilled receivables represent recorded revenue that has been earned and is billable by us at future dates based on contractual payment terms and is anticipated to be billed and collected within the 12 months following the balance sheet date.

We collect deposits in advance for certain events. These deposits are considered to be deferred revenue and are recognized as the services are provided.

Property, plant, and equipment are recorded on the basis of cost. Expenditures for renewals and improvements that extend the useful life or utility of the asset are capitalized and depreciated over the remaining useful life of the asset, and expenditures for ordinary maintenance and repairs are expensed as incurred.

Depreciation is computed using the straight-line method based on the estimated useful lives of the respective assets as follows: furniture and fixtures, 4-10 years; computer equipment, 3-5 years; vehicles, 5-8 years; and broadcast and production equipment, 5-10 years, dependent on the nature of the equipment. Leasehold improvements in those operating leases are depreciated over the lesser of the useful life or the remaining lease term (including required lease periods and renewals deemed to be reasonably assured) at the date of acquisition of the leasehold improvement.

Accelerated depreciation methods are utilized for income tax purposes. Upon disposal or retirement of property, plant and equipment, the cost and related accumulated depreciation are removed from our accounts and the resulting gains and losses are reflected in other income (expense) in the accompanying consolidated statements of comprehensive loss. Amortization of assets under capital leases is included in depreciation expense.

We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective estimated fair values. The cost to acquire businesses has been allocated to the underlying net assets of the acquired businesses based on estimates of their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations. Fair values and useful lives are determined based on, among other factors, the expected future period of benefit of the asset, the various characteristics of the asset and projected cash flows. Because this process involves management making estimates with respect to future sales, pricing, anticipated cost environment and overall market conditions, and because these estimates form the basis for the determination of whether or not an impairment charge should be recorded, these estimates are considered to be critical accounting estimates.

The Company uses a hybrid of two techniques or approaches to valuing a business:

The income approach indicates the fair value based on the value of the economic income that the Company is expected to generate in the future. A free cash flow analysis considers the present value equivalent of two components: projected free cash flow over a defined projection period and a residual value. Expected free cash

flows (e.g., five years) will consider historical data and projections estimated by Company management. The residual value represents the future free cash flows of the Company beyond the projection period. The residual value is calculated using a perpetuity method or exit multiple, which capitalizes the free cash flow in the final year of the projection. The projected free cash flows and residual are then discounted to their present value equivalents based on a required return to total invested capital.

The discounted cash flow (“DCF”) method under the income approach estimates the future cash flow that a business is expected to generate. Future cash flow is converted to a present value equivalent using an estimated discount rate such as the cost of equity or the weighted-average cost of capital (“WACC” or “discount rate”), based on the type of cash flows being discounted. The DCF assumptions are estimated considering forecasts provided by Company management, historical operating performance and the economic and industry outlook as of the date of the valuation. We used ranges of 9% to 9.5% for weighted average cost of capital and perpetual growth rates ranging from 2.5% to 3.0% during our most recent annual goodwill impairment test.

The market approach is a valuation technique predicated upon the principle of substitution. The essence of this approach is to consider companies in the same general industry as the subject company to provide valuation guidelines. Comparisons are then made between the subject company and the guideline companies whose stocks are actively traded. Valuation multiples for such companies are determined and analyzed. Additionally, valuation multiples indicated in comparable guideline merger and acquisition transactions may also be considered, as well as prior transactions involving the capital stock of the Company.

The guideline merged and acquired company (“GMAC”) method under the market approach employs pricing indicators or ratios, based on various financial parameters of value, such as revenues and earnings, derived from actual mergers and acquisitions of enterprises operating in industries and markets reasonably comparable to that of the subject company. Transactions of acquired companies were selected based on their similarity of industry and a closing date of 2011 or later. Under the GMAC method, pricing multiples are determined for the acquired companies based on relevant measures of disclosed financial performance. The indicated business enterprise value (“BEV”) pricing multiples were then applied to the requisite measure of the Company performance to develop an indication of fair value, as of the valuation date, of the Company’s BEV. Adjusted trailing twelve months’ earnings before interest, taxes, depreciation and amortization (“TTM EBITDA”) was selected as the most reliable measure of the Company’s performance. To estimate the fair value of the Company’s operating equity, as of the valuation date, an applied weighting of 100% was given to TTM EBITDA (reflecting the importance of each multiple as an indicator of value); TTM EBITDA plus cash, minus total interest bearing debt, yielded the fair value of the Company’s operating equity.

Previously, the Company was involved in an equity capital raise. Management provided a list of investors, number of shares purchased, and the value of the shares in the Company. These recent purchases provide a representative indication of value for the total equity of the Company on a controlling, fully marketable basis because the price paid in these transactions is the same as the indicated per share price paid by Crestview in its December 2012 acquisition of the Predecessor Company. By dividing the purchase consideration by the ownership interest acquired, the result is the indicated fair value of the total business enterprise value of the Company.

Based on the aforementioned tests, the estimated fair value for the U.S. reporting unit exceeded its carrying value by 3.3%, the estimated fair value of the Australian reporting unit exceeded its carrying value by a 36.9%, and the estimated fair value of the U.K. reporting unit exceeded its carrying value by 16.5%.

We conduct impairment tests on our goodwill at least annually on October 1, or more frequently when events or other changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We currently do not anticipate significant net sales declines in the fiscal year 2015, however, if we experience net sales declines, our results of operations would be adversely affected and we may determine that impairment indicators exist. Such a determination would require us to evaluate whether or not the carrying value of our long-lived assets and goodwill, is recoverable. Additionally, changes to the inputs within the valuation calculation could also cause the estimated fair value of a reporting unit to not exceed its carrying value (i.e., impairment); changes in valuation inputs, such as valuation multiples for those comparable, guideline companies, discount rates used, changes to projections, as estimated by the Company, and BEV pricing multiples could cause a decrease in the valuation of the Company’s reporting units, causing them to fall below their carrying values. As of March 31, 2015, 56.3% of our assets, or $625.2 million, were either goodwill or other intangible assets. Downward shifts in our net sales could impact our profitability and other changes to valuation inputs could ultimately result in the potential impairment of all or a portion of our goodwill and other intangible assets.

We compute our income taxes based on the statutory tax rates based on the provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. Significant judgment is required in determining our income taxes and in evaluating our tax positions. We establish reserves in accordance with NEP’s policy regarding accounting for uncertainty in income taxes. Our policy provides that the tax effects from an uncertain tax position be recognized in NEP’s financial statements, only if the position is more likely than not of being sustained upon audit, based on the technical merits of the position. We adjust these reserves in light of changing facts and circumstances, such as the settlement of a tax audit. Our provision for income taxes includes the impact of reserve provisions and changes to reserves. Favorable resolution would be recognized as a reduction to our provision for income taxes in the period of resolution.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Based on this evaluation, as of December 31, 2014, a valuation allowance of $12.1 million has been recorded in order to measure only the portion of the deferred tax asset that more likely than not will be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as projections for growth.

The resolution of tax reserves and changes in valuation allowances could be material to NEP’s results of operations or financial position. A variance of 5% between estimated reserves and valuation allowances and actual resolution and realization of these tax items would have an effect on our reserve balance and valuation allowance of approximately $0 and $3.3 million, respectively.

The Company accounts for equity-based compensation using the fair value method as set forth in the ASC 718, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. This method requires companies to estimate the fair value of stock-based compensation on the date of grant using an option pricing model. The Company estimates the fair value of each equity-based payment award on the date of grant using the Black-Scholes pricing model.

The Black-Scholes model determines the fair value of equity-based payment awards based on the fair value of the underlying common stock on the date of grant and requires the use of estimates and assumptions, including the fair value of our common stock, exercise price of the stock option, expected volatility, expected life, risk-free interest rate and dividend rate. The Company estimates the expected volatility of its stock options by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options; it is not practical for the Company to estimate its own volatility due to the lack of a liquid market and historical prices. The expected term of the units was determined in accordance with existing equity agreements as the underlying units are assumed to be exercised upon the passage of time and attainment of certain operating targets. The risk-free interest rate is the estimated average interest rate based on U.S. Treasury zero-coupon notes with terms consistent with the expected life of the awards. The expected dividend yield is zero as we do not anticipate paying any recurring cash dividends in the foreseeable future. The Company estimates the forfeiture rate of its stock-based awards based on an analysis of our actual forfeitures, analysis of employee turnover and other factors. The impact from a forfeiture rate adjustment would be recognized in full in the period in which the forfeiture rate changes, and, if the actual number of future forfeitures differs from our prior estimates, we may be required to record adjustments to equity-based compensation expense in future periods.

Equity awards issued to non-employees are accounted for at fair value. The Company believes that the fair value of the awards is more reliably measured than the fair value of services received. The Company records compensation expense based on the then-current fair values of the stock awards at each financial reporting date. Compensation recorded during the service period is adjusted in subsequent periods for changes in the stock award’s fair value until the earlier of the date at which the non-employee’s performance is complete or a performance commitment is reached, which is generally when the stock option award vests. Compensation expense relating to non-employee stock awards is recorded on a straight-line basis.

The assumptions used in calculating the fair value of the stock-based awards represent management judgment. As a result, if factors change and different assumptions are used, the equity-based compensation expense could be materially different in the future. Compensation expense relating to employee stock awards is recorded on a straight-line basis. Determining the fair value of equity-based awards on the grant date requires the use of estimates and assumptions, including the fair value of our common stock, exercise price of the stock option, expected volatility, expected life, risk-free interest rate and dividend rate. Fair value determinations will be less reliant on estimates and assumptions post-IPO as there will be underlying shares trading when new equity-based awards are granted.

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. Section 102 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our election to “opt-out” of the extended transition period is irrevocable.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets

recognized from costs incurred to obtain or fulfill a contract. The amendments in this ASU are effective retrospectively for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Entities have the option of using full retrospective, cumulative effect, or modified approach to adopt the guidance. We are evaluating the potential impact of this adoption on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This guidance is part of the Company’s initiative to reduce the complexity in accounting standards (the Simplification Initiative). To simplify the presentation of debt issuance costs, the amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The amendments in this ASU are effective retrospectively for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption of the amendments is permitted. We have historically presented debt issuance costs in a manner consistent with the ASU; as such, there is no impact of this adoption on the consolidated financial statements.

Management has taken steps to address the causes of this material weakness by putting into place new accounting processes and control procedures, including the addition of experienced accounting personnel in response to our identification of gaps in our skills base and expertise of the staff required to meet the financial reporting requirements of a public company. However, our evaluation of internal control over financial reporting is not complete and we expect remediation to continue.

While we have begun the process of evaluating our internal control over financial reporting, we are in the early phases of our review and will not complete our review until well after this offering is completed. We cannot predict the outcome of our review at this time. During the course of the review, we may identify additional control deficiencies, which represent significant deficiencies and other material weaknesses, in addition to those previously identified, that require remediation by the Company. Our remediation efforts may not enable us to remedy or avoid material weaknesses or significant deficiencies in the future.

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public

company, we will need to implement additional financial and management controls, reporting systems and procedures and hire additional accounting, finance and legal staff.

Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting, and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act. Please read “Summary—Emerging Growth Company Status.”

Inflation is a factor in the economies in which we do business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offset these higher costs by increasing the rates of the services we provide to our clients.

Given the year-round broadcast of live sporting and other live entertainment, as well as unscripted television programming, seasonality does not have a material effect on our business with the exception of the quarter ended March 31 of each year, which is traditionally our slowest due to the generally lighter schedule of sports broadcasts for which we have contracts in the winter months in the United States and United Kingdom. We manage the limited seasonality of the sports and entertainment industry through multi-purpose use of mobile units, studios and control rooms, thereby resulting in generally balanced quarterly seasonality in revenue and profitability. Seasonality of financial results is further reduced by the diversification of our service lines and our global presence in various markets with offsetting “peak” seasons. Our capital expenditures are typically skewed to the first two quarters of the year, which impacts quarterly liquidity, but also maximizes revenue generating ability through the multi-purpose use of the assets throughout the year. Certain large-scale, global sporting events, such as the Commonwealth Games and the Olympics, are serviced every two or four years and provide increased revenue and income during these periods.

Market risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risks to which we are exposed are interest rate risk and foreign exchange rate risk.

Our long-term debt bears interest at variable rates. We have no current plans to enter into interest rate swaps or interest rate cap agreements, however we will continue to evaluate the financial viability of potentially doing so in the future. Assuming the current level of borrowings and assuming a 25 basis point change in interest rates, it is estimated that our interest expense for the three months ended March 31, 2015 would have changed by approximately $0.6 million.

In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.

At March 31, 2015, we conducted our operations principally in the United States, the U.K. and Australia, Ireland and the Netherlands. Income from foreign operations is earned in local currencies. As a result, our

financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. We estimate a 10% change in the value of the U.S. dollar relative to each of British pound sterling, the Australian dollar, and the Euro would have had a $1.5 million, $1.6 million, and $0.6 million impact on revenues, respectively, for the three months ended March 31, 2015. Due to our recent acquisitions of Mediatec and Outside Broadcast, we are also subject to foreign currency fluctuation risk in Denmark, Norway, Sweden and Switzerland.

This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in such an environment in the U.S. or the foreign countries or on the results of operations of these foreign entities.

Founded in 1986, NEP was first to respond to an unmet need for higher service levels and advanced engineering expertise to support our clients’ live broadcasts. Over time, we have developed a wide range of services and expanded our geographic footprint, building our scale and engineering capabilities. Our strategy of increasing our scale has been accelerated by strategic acquisitions, where we have a proven track record of effectively sourcing, evaluating and integrating attractive businesses and assets. Today, we believe that the scale of our platform allows us to satisfy increasingly complex client requirements globally, while enabling us to achieve attractive returns on capital. Our offices in 13 countries and experience in more than 65 countries provide us with a global platform from which we serviced over 1,700 clients and more than 10,700 events in 2014. For the three months ended March 31, 2015 and the year ended December 31, 2014, we generated total revenues of $103.1 million and $442.8 million, respectively, net losses of $35.9 million and $41.2 million, respectively and Adjusted EBITDA of $32.1 million and $145.1 million, respectively. For a reconciliation of Adjusted EBITDA to net loss, please see “Summary—Non-GAAP Financial Measure.”

Our objective is to stay ahead of our competitors by continually innovating and developing technical solutions that fully leverage the talents of our team and meet our clients’ evolving production, technology and budgetary goals. Our engineers are responsible for driving innovation for our clients and have established NEP’s track record of delivering numerous industry firsts. Our highly skilled integration team, which is dedicated to design and development, enables us to translate our extensive on-the-ground experience into high-quality solutions. Lastly, our relationships with suppliers and manufacturers provide us with insight into the latest technologies and trends across the live and broadcast event production industry.

record of quality, reliability and excellence in service and technology. Our clients produce high-value, live content and, therefore, often rely on our ability to perform when given only one opportunity to execute a seamless live broadcast. In close consultation with our clients, our engineering team designs, develops and integrates production solutions that fit our clients’ technology, production and budgetary needs and provides on-site technical support for each event to facilitate high-quality productions. Our client relationships provide us with strong revenue visibility, as a large portion of our annual revenue is derived from multi-year contracts. Our contracts are typically coterminous with our clients’ broadcast or production rights agreements.

Since 2004, we have completed 19 acquisitions for total consideration of over $700 million. Our acquisition activity has broadened our global footprint and expanded our service offering, enabling us to increase revenues from our clients, achieve cost synergies, cross-sell existing or acquired service offerings and improve our purchasing power with suppliers. Most recently, we acquired Mediatec in April 2015, a remote production company with leading market share in the Nordic countries, and Outside Broadcast, a remote production company in Belgium. The acquisitions are expected to provide us with a platform for organic growth and bolt-on acquisitions, as well as a new cloud-based media production solution known as Mediabank. In January 2014, we acquired GTV, the market leader in remote production in Australia. This acquisition provided us with a leading position in the Australian market, a platform for potential expansion into the broader Asian markets and a host broadcasting capability that has been leveraged across the NEP platform.

Unscripted Television Programming: After a decade of growth, broadcaster and consumer focus on unscripted television content has remained strong. According to Nielsen’s weekly ratings, unscripted television shows have accounted for as many as seven out of the top ten highest rated television broadcast programs in the United States in the last six months. Unscripted programming typically requires higher use of outsourced production solutions that we offer, including remote and studio production, video display, transmission and post-production services.

number of cable channels has increased approximately 400% since 1995, according to SNL Kagan. As a result, broadcasters focus on delivering premium programming through HD content or exclusive events in order to generate larger, captive and loyal audiences. These trends are particularly relevant to remote production services providers such as NEP, as our ability to generate revenue is typically unaffected by the content delivery method (e.g., internet, cable and satellite streaming video services), and therefore, we generally benefit from increased content creation.

A resurgence in live music concerts, tours and festivals and other live event services generating demand for mobile broadcasting service and display technology

Focus on the live music sector is growing, while the venues at which live concert and events are held are becoming larger; in the last five years, multiple arenas and stadiums have been replaced, in some cases increasing attendance by approximately 50%. Audiences are demanding a more immersive experience, which includes more advanced features such as the ability to stream events remotely. Additionally, music festivals, which require advanced technical capabilities, are becoming increasingly popular, with 32 million people attending at least one festival a year in the United States in 2014, as reported by Nielsen. We believe these trends will create further opportunities for live and broadcast production solutions providers, such as NEP, to expand service offerings for live events (e.g., display, projection, audio and lighting), as well as the opportunity to provide other value added services (e.g., content management, live event management and technical consulting).

We believe the following are among our core competitive strengths and enable us to differentiate ourselves in the markets we serve:

Market leader in comprehensive live and broadcast production solutions, with global reach, expansive scale and breadth of service offerings

of our platform is supported by over 800 experienced engineers and an extensive portfolio of mobile and studio assets including 118 mobile production units, 46 studios and control rooms and 14,400 square meters of modular LED displays.

Our global reach, expansive scale and breadth of service offerings provide us with a number of competitive advantages, including the ability to:

Award-winning technology leader providing innovative, mission-critical production solutions

We offer our clients the latest in live and broadcast production technology, allowing us to deliver industry-leading comprehensive live and broadcast production solutions which enable high-quality productions. We were one of the first movers in successfully transitioning remote production from standard (SD) to high definition (HD) technology and we strive to be at the forefront of new technologies and broadcast innovations. Our clients rely on the depth of our engineering team’s technical expertise to match existing market technologies and capabilities with their specifications. Through the design, development and implementation of mission-critical production solutions, our engineering personnel become highly integrated within our clients’ organizations. These engineers, together with our in-house integration teams, also have a strong record of innovation for our clients. Examples of such innovation include low latency wireless camera solutions, innovative video display set designs and automation of the configuration process for production monitor walls. Our success and technology leadership has been recognized through numerous awards, including seven of the last ten Sports Emmy Technical Team Remote awards, Emmy Awards for technical excellence, five Sports Broadcasting Hall of Fame inductees, two technology leadership awards from Broadcasting & Cable Magazine, four Pollstar Awards, four Parnelli Awards and a design award from the National Association of Broadcasters.

Strong culture of innovation and technical excellence driven by superior people development

opportunities to our engineering teams. Since 2006, we have offered a rigorous two-year training program for our new hires known as the NEP Mobile Unit Engineer Apprentice Program. Additionally, our Engineer Exchange Program provides engineers the opportunity to travel to one of our overseas locations to work alongside regional engineering teams and exchange know-how, facilitate integration of newly acquired assets and better equip themselves for global service delivery. Our engineers are also involved in the research and development process, enhancing their capability to troubleshoot and support our clients on site. As a result, we believe that we have earned a reputation as an employer of choice in the outsourced production industry. This is evidenced by the low levels of turnover among our engineers, who have an average tenure of 6.5 years, helping to develop continuity in customer relationships and depth of technical expertise, based on live and diverse experience.

Proven ability to successfully execute and integrate acquisitions, adding new companies to the NEP worldwide network

We believe there are strong benefits to achieving scale in live and broadcast production solutions, where many clients are looking for full-service solutions across multiple geographies. Therefore, we view acquisitions as an important component of our business strategy and intend to continue to pursue attractively-priced acquisitions. We target companies that enjoy leading market share positions, generate strong cash flow, are culturally aligned with NEP and offer a mix of new services, clients and geographic access.

We have consummated and integrated 19 acquisitions since 2004. These acquisitions have expanded our geographic reach in remote production, studio production and video display and have added service offering capabilities in host broadcasting, post production and uplink. In the United States, we have consolidated several remote production players which serve sports broadcasts, including Corplex, MIRA Mobile, National Mobile Television, New Century Production and Trio Video. Within the video display market we have built scale through the acquisitions of Screenworks, American Hi-Def and Sweetwater. We entered the U.K. market with the acquisition of Visions in 2004 and have subsequently added capabilities across remote and studio production with the acquisitions of Bow Tie Video, Cymru, Roll To Record and the Screen Scene Group. We entered the Australian market in 2014 with the acquisition of GTV and further strengthened our platform there with the acquisition of Silk Studios. We further grew our European platform in December 2014 with the acquisition of Faber in the Netherlands, and most recently in April 2015, we acquired Mediatec and Outside Broadcast, extending our network to the Nordic and DACH countries.

Attractive operating model with high level of contracted revenue and strong free cash flows

Long-term relationships with high-profile clients driven by the delivery of high-quality comprehensive live and broadcast production solutions

We have a long track record of delivering high-quality comprehensive live and broadcast production solutions to our clients. Our clients include premier broadcasters, event producers and cable networks and our services are mission-critical to enable their productions across the globe. As our clients increasingly demand the integrated delivery of complex, comprehensive services on a global scale, we believe that our ability to be nimble and responsive in leveraging our growing global platform and capabilities, such as host broadcasting and flypacks, also becomes a key differentiating factor in maintaining and creating long-term client relationships.

Strong, diverse management team supported by deep bench of industry-leading talent

Continue to pursue strategic acquisitions to improve our scale, reach and value to our clients

and improve purchasing power. Most recently, in April 2015, we expanded our remote production and studio production capabilities by acquiring Mediatec and Outside Broadcast, extending our reach into the Nordic and DACH countries, as well as Belgium. In January 2015, we acquired the Screen Scene Group, extending our reach into Ireland and expanding our presence in the U.K., while also adding remote production and video display capabilities in these geographies. During 2014, we acquired GTV, Silk Studios and Faber; these acquisitions together provide entry into Asia and Continental Europe broadly, as well as new capabilities to deliver remote production, video display and host broadcasting services from local offices in Europe, Australia and the Middle East.

We utilize a targeted approach to identify and evaluate acquisition candidates based on quantitative and qualitative criteria, including market position and reputation, cash flow profile, return on capital, service mix and culture. Our leading market positions, global scale, ample track record integrating acquisitions and access to capital provide us with a competitive advantage in attracting potential sellers. We believe that there will continue to be an attractive pipeline of available acquisition candidates for us to consider and we intend to continue to aggressively pursue opportunities within broadcasting, live events and other value added services.

Expand global platform through continued consolidation and other growth initiatives

Develop complementary products and services to increase our penetration with existing clients

For example, the complexity of the solutions we provide to our Super Bowl clients has substantially increased as both viewership and technical requirements have increased over time. In 2006, the Super Bowl was watched by 91 million viewers globally and we served four clients on-site, versus 114 million viewers and eight

different clients in 2015. Our 2015 production of the Super Bowl included 11 distinct productions: Pregame, Primary Game, Halftime Show, World Feed, International Feed, Telemundo Feed, NFL Honors, ESPN International, Pro Football Talk and DirecTV/FOX Beach Bowl. In order to meet our clients’ evolving production needs and commitment to seamlessly deliver broadcasts to a growing audience, we increased resources dedicated to our Super Bowl productions. Our crew of on-site technical staff grew from 62 to 90 engineers and the number of mobile units operated also grew from 20 to 26. Our ability to satisfy increasingly complex technical requirements to a growing group of clients highlights the unique value proposition of our scale and technical capabilities.

Continue to invest in human capital and client-driven service offerings to further sustain and enhance our leadership position

We offer four primary outsourced solutions to the sports, entertainment and other live events markets in the United States, Europe and Australia. Our mission-critical, comprehensive solutions are developed by in-house integration experts, supported on-site and in real-time by a team of over 800 experienced engineers around the globe. Our remote and studio production services enable the capture and creation of live and near-live programming content for our clients, leveraging technical solutions, including our fleet of mobile production units, stationary control rooms and production studios. Our video display services provide for the design and set-up of large-scale, modular, LED video screens and related capabilities for concerts, unscripted television broadcasts and corporate events. Our host broadcasting services provide broadcasting management solutions for large, multi-broadcast, multi-venue live events. Additionally, we provide post production and visual effects services, which include full service HD picture, sound, graphics and visual effects for feature films, television programs and commercials, and uplink and satellite communications services, which include uplink and satellite transmission services for live event coverage.

We offer remote production solutions to both broadcasters and rights holders for live sports events and to production companies for live or near-live entertainment shows, such as unscripted television shows, award shows or music festivals that are broadcast outside the traditional studio environment.

We typically have two to four broadcast engineers per mobile unit who provide real-time support and who work side-by-side with the client’s broadcast team to ensure smooth delivery of the event. They are responsible for operating cameras and microphone equipment, collecting raw video and audio footage to be fed to the mobile units for live editing and broadcasting, after which the assembled signal feed is delivered to the client or an uplink service provider. Our engineers are also responsible for any necessary trouble-shooting and ad hoc production-related needs that occur during an event.

Our fleet of mobile production units, consisting of between one and four custom-designed and integrated tractor trailers, function as the control rooms for these events. Unlike many of our competitors, we design and construct most of our mobile units in-house, which allows us to offer top-quality integrated solutions and cultivate engineering expertise. Our mobile production units are equipped with HD cameras and lenses, production switchers, recording devices, routers, audio consoles, communication systems and other interconnected devices, all of which are purchased from third party providers and then integrated by NEP. The construction is generally completed in-house at NEP facilities by a team of experienced engineers, fabricators, electricians and equipment specialists to ensure full compatibility and functionality. New construction capital expenditures are typically tied to our entry into, or the renewal of, long-term client contracts.

In the case that a client is producing an event in a location where we cannot provide a mobile production unit, we offer a modular solution known as a “flypack,” that can be delivered to any location and provide the same core components of our mobile production units.

As of April 30, 2015, we operate 118 mobile units and six flypacks, including nine 4K capable mobile units in United States, four in the U.K. and two in Australia. We have plans to add two additional 4K capable mobile units in 2015. In addition to our mobile production units, we have specialty and support units that provide additional services to our clients during a broadcast. Our remote production services are primarily provided in conjunction with live sports and entertainment events under the arrangements as described below:

Sporting events require mobile production capabilities for the clients’ full set of broadcasts. For a live sports event, this would include coverage of the primary game, with potential incremental shoulder programming, including pre-game and post-game analysis and halftime entertainment, highlights and replay shows. Typically, remote sports production services are contracted on a long-term basis for a package of games and multiple seasons of coverage, coterminous with the broadcast rights agreements. Additional services above the contracted level may be added based upon the size and complexity of a given event, providing an incremental offering for clients who choose to expand the scope of the broadcast.

Entertainment events, such as unscripted television shows, award shows and music festivals, are typically contracted for broadcasts season-by-season and are less likely to be under long-term arrangements.

Our long-term remote production services contracts generally take the form of either (i) a master services agreement pursuant to which we agree to provide specified remote production facilities, personnel and services to a single client for a variety of identified sports or entertainment events or (ii) an agreement for the provision of similar services for a single recurring event, and in either case, provide for compensation on an event-by-event basis. Pursuant to these agreements, we generally agree to provide a driver for each mobile unit, as well as the requisite maintenance and technical support staff specified in each contract, and we are solely responsible for keeping the facilities and other equipment maintained and in good working order. We are reimbursed for the travel, hotel, rental car and other costs incurred by our personnel while providing services, as well as a portion of our fuel costs.

Our long-term contracts have initial terms ranging from three years to 12 years. Our long-term contracts generally provide that our client may terminate its contract with us for a material deficiency in our performance under the agreement, that we may terminate the contract for our client’s failure to pay any undisputed amounts due within a specified time after invoicing, and that either party may terminate for a material uncured breach of the representation and warranties by the other party, the institution of bankruptcy proceedings with respect to the other party, and other customary events of default.

Our long-term contracts generally require us to maintain certain insurance coverages. We are generally required to indemnify our clients for out of pocket expenses incurred as a result of the breakdown of our equipment, including the costs of obtaining replacement equipment. In addition, each party is required to indemnify the other party for any third party claim relating arising from such other party’s gross negligence or willful misconduct.

We provide clients with studio production capabilities to enable the capture and creation of content through permanently installed, custom-designed studios and technical control rooms for live or near-live events. Depending on the geographic location and the client’s desire for physical space, we may provide either studio space or technical control room capabilities, or both. We also provide transportable control rooms that could be shipped to any location in North America, often in less than 12 hours.

The studio is where the content is physically recorded, typically in front of a studio audience and operated by NEP engineers, facilities managers and maintenance personnel. The technical control room, or rooms, is located nearby and houses the equipment necessary to edit a broadcast operated by our client’s programming directors and technical staff, supported by NEP engineers. Our studio capabilities enable television producers and broadcasters to create content for daytime and late night talk shows, sitcoms, game shows, judge shows and news commentary shows. Studio production services are typically provided on annual contracts, but are also provided for single-shoot or “ad hoc” shows. Currently, we provide these capabilities in New York, Los Angeles, Connecticut, the U.K., Australia, Belgium, Finland and Norway.

Our studios are staffed with our employees, including broadcast engineers, facilities managers and maintenance personnel and offer full post-production capabilities. As of April 30, 2015, we operated 24 fully-equipped technical studios, including nine technical studios in New York City, nine in Australia, two in Belgium, two in Finland and two in Norway. Our NYC studios range in size from 1,100 to 9,600 square feet and are free of

line-of-sight obstructions, such as poles or columns, making them ideally suited to the production of audience based programming. Our studios in Australia range in size from 680 to 8,500 square feet. Our studios in Belgium range from 10,764 to 12,917 square feet. Our studios in Norway range from 1,000 to 2,000 square feet. We lease the studio space from the property owner under long-term contracts (e.g., 10 years with options to extend) which are then sub-let to our studio clients for single or multi-season runs. As of March 31, 2015, the average remaining term of these leases was 10 years.

The technical control room, or rooms, is located nearby the related studio and houses the equipment necessary to edit a broadcast. We install and manage custom control rooms across the globe. Our engineers design, install the equipment for and manage the control rooms, working in conjunction with our clients’ production staff and facility management. As of April 30, 2015, we operate seven custom control rooms in California, two custom control rooms in Connecticut, four custom control rooms in the U.K., two custom control rooms in Finland, one custom control room in Sweden and six custom control rooms in Norway. All control rooms feature the equipment necessary to produce content, including cameras and lenses, production switchers, recording devices, routers, audio consoles, communication systems and other interconnected devices.

We provide our clients with innovative video display solutions for television, live events and corporate events using modular LED screens, mobile LED truck systems, digital projectors, HD flypacks, camera systems and high-resolution switches.

Our tailored display configurations include LED, projection and plasma display solutions and are generally fed by small modular HD and SD control rooms, or flypacks, which handle content video feeds and switching. The display feeds can be operated either by our engineers or our clients. Our project managers and engineers work with clients to design display technology solutions for the video feed components of their stage shows. Our project managers, engineers, audio and visual technicians and utility and support personnel then transport, setup, operate and breakdown these customized display solutions.

As of April 30, 2015, NEP has approximately 14,400 square meters of modular LED displays, with resolution of 1.6mm to 30mm; 19 display flypacks; broadcast, ENG and Robo cameras; 38 mobile LED display trucks consisting of HD LED screen modules ranging in size from 9 x 10 to 21 x 38 feet and screen resolution of 8mm to 25mm; and 398 digital projectors. We primarily deploy these assets in the United States and Europe, but frequently tour with our clients and deploy the display systems worldwide, addressing three key markets.

Our television service offerings are focused on meeting the needs of live or near-live television event producers and television production companies. We specifically support these shows with bespoke modular LED video displays and video projection solutions (e.g., video walls, flooring, stairs, podiums and other creative elements). Our engineers coordinate and individually control the video and imaging on each display on the stage of popular televised competition shows, awards shows, game shows, talk shows and other unscripted programming. When required, our engineers also provide remote content capture via cameras and flypacks.

Our live event service offerings are focused on meeting the needs of live event producers, promoters and tour managers. We specifically support the video display needs of concert tours, music festivals and other live events. As revenue from concert tours has become an increasingly larger share of a performer’s overall earnings, the video display needs at concerts have expanded to offer a richer and more immersive audience experience, requiring more complex solutions and a higher level of technical expertise.

Our engineers typically travel alongside the client for the full tour and operate our technical solutions to distribute video content via on-stage displays systems, scoreboards and a variety of other outputs. These live events often utilize our mobile LED trucks to park on-site at the event and stream video. Contracts for live events are typically signed on a per-tour basis.

Our corporate event service offerings are focused on meeting the needs of in-house and third-party event planners. Our technical solutions specifically support the video display and content capture for events such as shareholder meetings, conventions, product launches, dealer meetings and association meetings, among others.

NEP is unique as a host broadcaster in that we offer access to our worldwide network of engineering expective and technical solutions, whereas other host broadcasters typically require sub-contractors for this activity. This allows us to achieve higher margins and returns on capital, while also ensuring the seamless combination of media management and on-site infrastructure. For large, single-purpose, multi-broadcaster, multi-venue sporting events such as the Commonwealth Games, we work with event organizers to plan, design and build content-capture and broadcast facilities. As a host broadcaster, our teams create a centralized media compound where broadcasters locate their mobile units and broadcast equipment, and provide systems integration, full production crews and support services, including the management of third party relationships.

Our culture of innovation and technical excellence is at the foundation of our business model and value proposition. We believe our clients view us as a trusted partner because we have the necessary technical capabilities, insight and human capital, and we share their commitment to continuous innovation and the seamless delivery of complex, high-quality productions. We work closely with our clients to continuously improve, enhance and expand our portfolio of live and broadcast production solutions. Unlike many of our competitors, we design and construct most of our mobile units in-house, which allows us to offer top-quality integrated solutions and cultivate engineering expertise. Additionally, our relationships with suppliers and manufacturers provide insight into the latest technologies and trends.

Our highly talented, award-winning engineers are responsible for driving innovation across our portfolio. Our scale allows us to provide numerous education and training opportunities to our engineering teams, such as the two-year NEP Mobile Unit Engineer Apprentice Program, as well as the Engineer Exchange program. We believe these training opportunities facilitate knowledge transfer and continuity among our engineers and help us attract the most talented engineers in the industry. Our engineers are also actively involved in the research, development and integration process, allowing us to link their extensive on-the-ground experience with development of equipment and facilities that are tailored to our clients’ evolving needs.

Our ability to attract and retain talents is also directly related to our track record of delivering numerous industry firsts. For example, we were one of the first in the industry to offer HD mobile units, enabling us to be the first provider delivering NFL, Super Bowl, NASCAR, U.S. Open (Golf) and Academy Awards telecasts in HD. We were the first to use aircraft grade composite materials to control weight in trailer design and distributed mirrored routing systems for large events, both of which have become the industry “gold standard” today. We also developed The Wall, an award-winning tablet-based application, which has significant advantages over the previously manual process of production monitor wall configuration. Most recently, we were the first production solutions provider to deliver a live 4K entertainment production and transmission from the National Theatre in the United Kingdom. Our technology leadership has been recognized with numerous industry awards, including dozens of recent Emmy Awards for technical excellence and two technology leadership awards from Broadcasting & Cable Magazine.

Our sales and marketing efforts are organized by geography, client type and service offering and supported by account plans and business development leads to strategically pursue new business. The ongoing and execution-based nature of our work ensures that we are in constant dialogue with our clients, supported by deep relationships at all levels, with NEP executives, account managers, engineers and operations staff mapped to client counterparts. The strength of our client relationships and our incumbency position us well for contract renewals, working at an early stage with clients to develop the appropriate service offering and technology configuration in advance of a competitive new or renewal contract process. There is also a regular opportunity to provide incremental services for our long-term contracted clients, including shoulder programming (e.g., pre-game, post-game and halftime shows) or additional on-site cameras. For business lines that have a shorter contract cycle, our deep client and industry relationships provide us with insight and knowledge of upcoming events, television shows, concert tours, festivals and corporate events. In these situations, our scale and incumbency position us to win business with a strong value proposition and short development time.

NEP Group, Inc. is a holding company with no independent operations. All of our business is conducted by our wholly-owned subsidiaries, including:

As of April 30, 2015, we had 1,512 permanent, full-time employees across our global operations, including 823 engineers and 72 sales and marketing personnel. We believe our engineering team represents the largest and deepest pool of engineering talent in the outsourced broadcast and live event production industry. These engineers design and deliver our technical solutions and drive our premium service quality. Our focus on quality begins with our unique apprenticeship program to nurture and develop talent in-house and is reinforced by our commitment to hire, train and retain the industry’s most skilled engineers.

Our sales team is responsible for maintaining strong and continuous dialogue with our clients, with many relationships extending over a decade. Management maintains excellent relations with its workforce, and we have enjoyed the benefit of a relatively low employee turnover rate. None of our employees are represented by a labor union or covered by a collective bargaining agreement and we have not experienced any work stoppages.

We have a strong history of successfully executing acquisitions to broaden our global footprint, expand our suite of services and gain market share. Historically, we have been able to acquire companies at attractive values and existing management of acquisitions targets often opt to roll a portion of their existing equity, which we believe reflects confidence in our track record of successful execution and integration of acquisitions.

On April 29, 2015, we acquired Mediatec, a leading remote production services company in the Nordic and DACH countries. The acquisition added 215 engineers to the NEP worldwide network, as well as a new cloud-based media production solution known as Mediabank. It is also expected to provide us with a platform for organic growth and bolt-on acquisitions across Europe.

On April 29, 2015, we acquired Outside Broadcast, a leading remote production services company in Belgium, adding 27 engineers to the NEP worldwide network and further strengthening our presence in Continental Europe.

On January 30, 2015, we acquired the Screen Scene Group, adding four HD mobile units, post production and visual effects and uplink and satellite communications services, which we expect to leverage across the NEP worldwide network.

On December 19, 2014, we acquired Faber, strengthening our platform for video display in Europe and adding the Netherlands to our operations.

On December 1, 2014, we acquired Silk Studios, adding a production studio in Australia. The acquisition added studio capabilities in Australia, further strengthening our market leading position in Australia.

On August 29, 2014, we acquired MIRA Mobile, adding nine HD mobile units across the Western U.S. and Canada. This acquisition added scale to our West Coast operations, will provide a potential platform for our further expansion into Canada and will provide the opportunity to increase the utilization of legacy MIRA Mobile assets across the NEP worldwide network.

On January 24, 2014, we became the leader in Australian remote and studio production with the acquisition of GTV. The acquisition added a fleet of nine HD mobile units, two fly packs, five studios and one control room in Australia, providing a leading presence in that market and a platform for our further expansion into Asia. We also added host broadcasting capabilities to our suite of services, which we expect to leveraged across the NEP worldwide network.

We compete in three primary geographies: the United States, Europe and Australia, servicing the sports, entertainment and other live events markets. These events for leading broadcasters, cable networks and producers can be highly technical and complex, necessitating the highest level of service, reputation and reliability. We compete primarily against F&F Productions, Game Creek Video, Lyon Video and Mobile Television Group in the United States; Gearhouse Broadcast in Australia; CTV Outside Broadcasts and Telegenic in the U.K.; AMP Visuals, Euro Media Group, Mediapro Group and Top Vision in Continental Europe. In those international markets where we do not currently have an established footprint, we can sometimes face significant barriers to entry from locally entrenched competitors, although as clients become increasingly global, local providers with limited expertise have less ability to serve production needs. Based on the high level of outsourcing in our primary geographies, we do not face significant competition from our clients, with the exception of studios and control rooms where many television networks retain in-house capabilities.

We are a large buyer globally of specialized technical equipment utilized in the broadcasting and production services industry, such as HD cameras, lenses, audio boards, recording devices and LCD screens. Unlike other mobile broadcast industry participants, we assemble the majority of our mobile units in-house, thus shortening signing to delivery and ensuring start-to-finish quality control. No single supplier’s annual spending represents greater than 10% of capital expenditures and we are typically protected from supply chain risk through the availability of dual sources.

We have had no material legal proceedings in the last five years. However, we are subject to various legal proceedings and claims that arise in the ordinary course of business. The outcome of legal proceedings and claims brought against us is subject to significant uncertainty. If one or more legal matters were resolved against us in a reporting period for amounts in excess of management’s expectations, our consolidated financial statements for that reporting period could be materially adversely affected.

Our business is not subject to any material impact from environmental laws or regulations.

As of April 30, 2015, we did not own any material real property. The table below provides a list of our principal leased properties. The office leases have an average remaining term of 12.8 years. We expect these offices will continue to be adequate for the administration of our business for the foreseeable future. In addition, we lease technical studios in New York City and Australia. Please see “—Our Solutions—Studio Production—Studios.”

The following table sets forth the names, ages and titles of our directors and executive officers as of June 26, 2015:

The following table sets forth information regarding other key employees as of June 26, 2015:

Set forth below is the description of the backgrounds of our directors, executive officers and other key employees.

Kevin Rabbitt. Kevin Rabbitt has served as our Chief Executive Officer since January 2012, and a member of our Board of Directors since our inception in December 2012. Prior to joining us, Mr. Rabbitt served as Chief Executive Officer of 3 Day Blinds, a manufacturer and multi-channel retailer of custom window coverings, from April 2010 until January 2012. From August 2002 until September 2009, Mr. Rabbitt worked for GES Exposition Services, a leading producer of face-to-face events and expositions. Mr. Rabbitt started as Vice President of National Operations progressively advancing in the organization to EVP of Products & Services, Chief Operating Officer, and then as President & Chief Executive Officer starting in January 2006. Prior to that, Mr. Rabbitt was a consultant with Bain & Company. Mr. Rabbitt holds a B.A. from Rice University and a M.B.A. from Harvard Business School. Mr. Rabbitt’s knowledge of our company and the industry, in addition to his experience running multiple businesses make him well-suited to serve on our Board of Directors.

Gerald Delon. Gerald Delon has served as our Chief Financial Officer since 2008. Mr. Delon joined NEP in 2004 as our Corporate Controller. In 2007, Mr. Delon was appointed Vice President of Planning & Logistics, a role in which he was responsible for managing the day-to-day operations and logistics of the Company, including oversight of scheduling, event coordination, travel and equipment, and field shop activity. Prior to his tenure at NEP, Mr. Delon served as the Corporate Controller for several private equity companies in the Pittsburgh region including Stargate Industries, LLC from 1999 to 2001, PrintCafe, Inc. from 2001 to 2003 and Chromalox, Inc. from 2003 to 2004. He served as an auditor for Ernst & Young, LLP where he worked from 1996 until 1999. He received his M.B.A. from the Joseph M. Katz Graduate School of Business at the University of Pittsburgh and a B.A. from Robert Morris College in Accounting.

Keith Andrews. Keith Andrews was promoted to the position of President and Chief Operating Officer of the Company in April 2015. Mr. Andrews previously served as Chief Executive Officer of Global Television (GTV), now NEP Australia, since April 2010 which we acquired in January 2014. Prior to joining GTV, Mr. Andrews provided management services to various companies, including Chief Executive Officer of Viewlocity Technologies from October 2009 to April 2010, a company that provides software that enhances supply chain visibility for major companies around the world. From June 2008 to October 2009. Mr. Andrews was also interim CEO to Advanced Vehicle Technologies, a company which developed and patented a method of converting the use of diesel in heavy haul trucks to liquefied petroleum gas. Mr. Andrews was also Chief Executive Officer of Integrated Research, a Software company listed on the Australian Stock Exchange, from November 2004 to October 2006. Mr. Andrews received a degree in Business from Queensland University of Technology.

Jeffrey Marcus. Jeff Marcus serves as chairman of our board of directors and has served as a director of our board of directors since our inception in December 2012. Mr. Marcus joined Crestview Partners, a private equity firm, in 2004, and currently serves as head of Crestview’s media and communications strategy. Prior to joining Crestview Partners, Mr. Marcus served in various positions in the media and communications industry, including as President and Chief Executive Officer of AMFM Inc. (formerly Chancellor Media Corporation), one of the nation’s largest radio broadcasting companies, and as founder and chief executive officer of Marcus Cable Company, a privately-held cable company. Mr. Marcus is currently a director and chairman of the board of Cumulus Media and a director of CWGS Enterprises. In the last five years, Mr. Marcus also served as a director of Charter Communications, Insight Communications, OneLink Communications and DS Services of America. Mr. Marcus was selected to serve on our board of directors in recognition of his extensive experience serving as a director of numerous public and private companies as well as his operating experience as a CEO in the cable television, broadcast and outdoor industries. His long business career is an invaluable asset from a strategic and operational perspective. He has served as a director for seven of Crestview Partners’ portfolio companies. Further, his experience as a private equity investor provides us with valuable insight regarding acquisitions, debt financings, equity financings and public market sentiment.

Debra Honkus. Debra Honkus is a founder of NEP, currently serves as our Executive Director and has served on the board of directors since our inception in 2012. Ms. Honkus previously served as Chairman of our board of directors and, prior to that, held progressive roles with us as Chief Executive Officer, President, Vice President and General Manager since January 1988. She was the General Manager of Total Communications Systems (TCS) from 1978 until its merger to create NEP. Ms. Honkus has received numerous awards, accolades and recognition, including five Sports Emmys in 1992, 1993, 1995, 1996 and 2010. In 2011, Ms. Honkus was inducted into the Sports Broadcasting Hall of Fame, received the E&Y Entrepreneur of the Year Award and the Broadcasting & Cable Women in the Game Award. In 2012, Ms. Honkus was the recipient of the Goldman Sachs 100 Most Intriguing Entrepreneurs, the Pittsburgh Business Times Women in Business Award, and the Broadcasting & Cable Technology Leadership Award. We believe Ms. Honkus’ in-depth knowledge and well-known reputation in the industry make her uniquely qualified to serve on our board of directors.

Brian Cassidy. Brian Cassidy has served as a director since our inception in December 2012. Mr. Cassidy is a Partner at Crestview Partners, a private equity firm, having joined in 2004. He is a leader of Crestview’s media investment strategy. Mr. Cassidy is currently a director of CWGS Enterprises, Cumulus Media and Interoute Communications. Mr. Cassidy previously served as a director of OneLink Communications and ValueOptions, and was also involved with Crestview’s investments in Charter Communications and Insight Communications. Prior to joining Crestview, Mr. Cassidy worked in private equity at Boston Ventures, where he invested in companies in the media and communications, entertainment and business services industries. He also worked for one year as the acting CFO of one of their portfolio companies. Mr. Cassidy was also an investment banking analyst at Alex. Brown & Sons, where he completed a range of financing and M&A assignments for companies in the consumer and business services sectors. Mr. Cassidy received an M.B.A. from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar, and an A.B. in Physics from Harvard College. Mr. Cassidy was selected to serve on our board of directors because of his investment and company oversight experience in the media industry. His background in private equity also provides our board of directors with integral knowledge with respect to acquisitions, debt financings and equity financings.

Katherine Chung. Katherine Chung has served as a director on our board of directors since March 2013. Ms. Chung is a Principal at Crestview Partners. Prior to joining Crestview in 2009, Ms. Chung was a Principal in private equity at The Blackstone Group. Prior to joining The Blackstone Group in 2005, Ms. Chung was an Associate at Capital Z Partners, a financial services focused fund, and an Analyst in the financial institutions group at Morgan Stanley. Ms. Chung is a board observer for Fidelis Insurance Holdings Limited, and previously served on the boards of directors of DS Services of America (a former Crestview portfolio company), Alliant Insurance Holdings and Gold Toe Moretz. Ms. Chung received her M.B.A. from the Wharton School where she was awarded a Joseph Wharton Fellowship and received an undergraduate degree in economics from the Johns Hopkins University. Ms. Chung was selected to serve on our board of directors because of her expertise overseeing Crestview Partners’ portfolio companies and her experience as a director of numerous companies. Her experience with private equity markets provides our board of directors integral knowledge with respect to acquisitions, debt financings and equity financings.

Mark Patricof. Mark Patricof has been a member of our board of directors since March 2013. Mr. Patricof was co-founder and managing partner of MESA Securities, a licensed broker-dealer investment bank focused on media and entertainment that was recently acquired by Houlihan Lokey. Mr. Patricof now serves as co-head of Houlihan Lokey’s Technology, Media & Telecommunications Group. Prior to joining MESA Securities, in 1996 Mark co-founded <kpe>, a renowned provider of digital solutions for media and entertainment companies, and served as its Chief Executive Officer. <kpe> guided clients including CBS, Sony and Viacom on the development of their earliest digital initiatives. In partnership with Grey Advertising, the Endeavor Agency (now WME) and Wasserstein Perella, <kpe> also invested in over 20 early stage digital media companies. From 1995 until 1996, Mr. Patricof served as Head of Business Affairs for The Voyager Company, a multimedia publishing company. Mr. Patricof is a member of the boards of directors of Rockwell Group Europe, New York Cruise Lines and serves as Chairman of the Board of New Heights. Mr. Patricof received a B.A. from Emory University. Mr. Patricof’s media background and venture capital experience provides our board of directors with valuable insight regarding acquisitions and the debt and equity capital markets.

Hank Ratner. Hank Ratner joined our board of directors in June 2015. Mr. Ratner has been employed with Cablevision Systems Corporation and its subsidiaries for thirty years. In his current role as Vice Chairman for Cablevision, he oversees major business partnerships and has guided the company through strategic transactions including the spin-offs of Rainbow Media (now AMC Networks) and The Madison Square Garden Company (MSG) where he served as president and chief executive officer from 2009 through 2014. Mr. Ratner spent 15 years at Rainbow Media where he held numerous leadership roles including chief operating officer. He is a board member and prior chairman of the Garden of Dreams Foundation, a nonprofit that works with MSG to positively impact the lives of children facing obstacles. Prior to working in the media, entertainment and telecommunications industries, Mr. Ratner was an associate with the law firm of Sullivan & Cromwell. He

received a bachelor’s degree and doctorate of law with distinction from Emory University. Mr. Ratner was selected to serve on our board of directors because of his leadership experience developed while serving in several executive positions and extensive background in the industry.

Kenneth Schanzer. Kenneth Schanzer has been a member of our board of directors since March 2013. Mr. Schanzer served as president of NBC Sports from June 1998 until his retirement in September 2011. He also served as Chief Operating Officer and was responsible for supervising the day-to-day operation of the division. Mr. Schanzer began his career at NBC Sports in 1981 as Vice President, Talent and Program Negotiations and was appointed as Executive Vice President in 1983. In 1993, he served as the President and CEO of The Baseball Network, a joint venture among Major League Baseball, ABC and NBC. The Baseball Network oversaw the marketing, television sales and television production for the joint venture partners. Mr. Schanzer then returned to NBC Sports as Executive Vice President in 1995. Before joining NBC Sports, he served eight months as Senior Vice President, government relations for the National Association of Broadcasters. Mr. Schanzer received a B.A. from Colgate University and a J.D. from Columbia Law School. As a long-time sports executive at NBC, Mr. Schanzer brings extensive industry expertise and a unique, client-oriented perspective to our Board of Directors that is directly applicable to our business.

Alan Burns. Alan Burns serves as Managing Director of the Screen Scene Group of companies based in Republic of Ireland and United Kingdom, an NEP acquired business segment providing film and television post production, satellite uplinks and mobile production units to broadcasters and production companies. Prior to his current role, Mr. Burns was the technical director and founder of Screen Scene. In June 2002 he assumed responsibility for the establishment of the mobile production business supporting television productions such as Six Nations Rugby, The Voice, The Ryder Cup, and Queen Elizabeth’s Second Visit to Ireland. Mr. Burns has been with the Screen Scene Group since its founding 30 years ago.

Ronald Drews. Ronald Drews serves as Vice President of Sweetwater, an acquired business segment providing video display, camera flypack systems, custom control rooms and production trucks to entertainment and corporate clients worldwide. Since March 2005, Mr. Drews has built the television and corporate business for Sweetwater supporting television productions such as American Idol, The Voice, The Grammy Awards, the People’s CHOICE Awards, Rising Star, Who Wants to be a Millionaire, Jimmy Kimmel Show and more. From 1987 until 1992, Mr. Drews worked with projection systems, designing and installing the first training rooms at the new Apple Computer campus, as well as Visa, Oracle, Sun Micro Systems. He also designed and installed war rooms, simulators, monitoring and tracking systems at McClellan air force base, Navy, Coast Guard, as well as for the Top Gun training facility in Fallon Nevada. Mr. Drews attended business school at Colorado University and has spent his career in the display and projection business.

Cees Faber. Cees Faber is President of Faber Audiovisuals, a business acquired by NEP in December 2014. Faber Audiovisuals is a third generation family business which Mr. Faber took over in 2003. Mr. Faber started his career in the audiovisual industry at JVR (Jongenelen Video Roosendaal) in 1992 where he worked as an account manager, and later in 1995 became an independent agent for Jongenelen. From 2000, Mr. Faber served as a sales agent for Mitsubishi Diamond Vision England until he assumed leadership of the family audio business in 2003. He grew the company into Continental Europe and acquired the LED rental division of Mitsubushi Diamond Vision. Faber Audiovisuals has supported prestigious projects for television, sports, corporate and entertainment projects such as The Voice of Holland, Formula 1 and Red Bull Airraces.

Carrie Galvin. Carrie Galvin has been working with NEP since May 2012 and has served as our Chief Strategy Officer and Head of Investor Relations since June 2015. She previously served as SVP of Strategy and Business Development since January 2013. In her role, Ms. Galvin is responsible for the Company’s growth strategy and international expansion projects. She oversees marketing and public relations, and provides internal consulting and analytics assistance on strategic projects across all business units worldwide. Prior to joining us, Ms. Galvin was an independent consultant to and then the SVP of Business Development for 3 Day Blinds from June 2010 to April 2012. Prior, Ms. Galvin was a Strategy Consultant for Bain & Company from July 2005 to November 2009 where she focused on growth strategy, organizational redesign and merger integration for

numerous Fortune 100 companies. Ms. Galvin earned a B.S. in Business Administration from the University of Southern California, as well as a M.B.A. with Distinction from Harvard Business School. She has 10 years of experience working in strategy and business development roles.

Kevin Hayes. Kevin Hayes, who serves as the Vice President of our Entertainment Mobile Units group, joined us in May of 2000 with acquisition of two Unitel Mobile Video units and the formation of a division known as Denali. Previously, Mr. Hayes was the Vice President of Sales with Unitel from February 1995, the Vice President of Sales and Operations for Greene, Crowe & Co. from February 1981, and Sales and Operations Manager with Orange Coast Video from January 1979. Mr. Hayes earned his B.S. in Management from the Rensselaer Polytechnic Institute. He is a member of the Television Academy and has 35 years of experience in the entertainment production industry.

Paul Henriksen. Paul Henriksen serves as Managing Director, Mediatec Broadcast, a recently acquired addition to NEP. Having joined Mediatec Group nearly 30 years ago as a camera operator/technician, Mr. Henriksen advanced through the Norwegian part of the business until eventually assuming responsibility as President for the Broadcast operation in 2007. Having spent his entire career in the industry, Mr. Hendriksen also holds a degree in computer science.

George Hoover. George Hoover has served as our Chief Technology Officer since June 2007, having joined us as Director of Engineering in May 1993. Prior, Mr. Hoover was General Manager of the New Jersey Public Broadcasting Authority from 1981 to 1993. Mr. Hoover has earned three Emmy awards, two as Technical Supervisor (1996 Olympics, ESPN NASCAR) and as one a Producer of Phillip Morris Super Bands series for PBS. In recognition of his achievements, innovations and contributions to the industry, Broadcasting & Cable, recognized him as a visionary at their 2009 Technology Leadership Awards, and in 2011, he was inducted into the Sports Broadcasting Hall of Fame. In 2012, Mr. Hoover was named a Fellow in the Society of Motion Picture and Television Engineers (SMPTE). He attended Florida State University studying Communications and Technical Theatre. Mr. Hoover is a member of the Academy of Television Arts and Sciences, and an Allied Member of the American Institute of Architects. Along with Jim Boston, he is co-author of the first and second edition of TV On Wheels, the Story of Remote Television Production. Mr. Hoover has over 45 years of experience in television, motion picture, theatrical design and remote broadcasting.

Stephen Jenkins. Stephen Jenkins serves as President, NEP United Kingdom & Ireland, having managing our U.K. division since January 2009. In February 2015, Mr. Jenkins assumed oversight responsibility for the Ireland based operations of the newly acquired Screen Scene Group. In February 2015, Mr. Jenkins assumed oversight responsibility for the Ireland-based operations of the newly-acquired Screen Scene Group. Mr. Jenkins has spent the majority of his career in broadcasting, beginning at Outside Broadcasting as a junior technical engineer in 1993 and then as a freelance production manager for Sky Sports just before joining Visions Ltd. as a technical unit manager in 1997. He became Commercial Director & Senior Unit Manager of Visions Ltd. in 2003, and in that capacity, he negotiated and delivered a number of major events, including Test Match Cricket and host facilities for the 2006 FIFA World Cup. We acquired Roll to Record in 2006, and Mr. Jenkins was appointed Managing Director in the same year and served until Roll to Record was merged into NEP Visions in 2014.

Barry Katz. Barry Katz, Senior Vice President, joined us in January 2004 and leads the NEP Studios division where he is responsible for the overall management and operation of independent television studios in New York City and Los Angeles. Prior to joining us, Mr. Katz held senior sales positions at All Mobile Video from June 2002, the National Video Center from September 1999, and at Unitel New York from September 1997. Prior to that, Mr. Katz was General Manager of Bexel – New York from August 1992. Mr. Katz is a member of the Television Academy of Arts and Sciences and serves on the Queens College Business Advisory Board. He received his B.A. from Queens College and his M.A. from Brooklyn College, and was an adjunct faculty member at Long Island’s CW Post College for many years. Mr. Katz has nearly 40 years of experience in the broadcasting industry.

Timo Koch. Timo Koch has served as Managing Director of Outside Broadcast, a newly acquired entity of NEP, since 2006. Mr. Koch joined the Company in 2002 as commercial manager responsible for the development of Outside Broadcast’s international growth in HDTV production, an area in which Outside Broadcast was a European pioneer at the time. Mr. Koch began his professional career in 1989 with the start-up of a Belgian television production company, VTP/Media Lounge. This production company went on to become an important media group with various activity domains in television production and studio operations. Mr. Koch has over 25 years’ experience in the industry.

Glen Levine. Glen Levine has served as Co-President of our Mobile Units USA division since February, 2014. Prior from September 2001, Mr. Levine was Vice President of Mobile Engineering and Operations, where he was responsible for nearly every aspect of mobile production. Previously, he served as Director of Engineering from July 2000, where he hired, trained and assigned our mobile unit engineers, engineering managers and other field staff. Mr. Levine previously served from December 1998 as General Manager for Unitel prior to our acquisition of this company in July 2000. Mr. Levine has over 33 years of experience in the mobile production industry.

Dean Naccarato. Dean Naccarato has served as our General Counsel and Secretary since March 2013. Prior to joining us, Dean worked for the law firm of Cohen & Grigsby in Pittsburgh, Pa. from January 2002, first as an associate and then as a partner. Prior to that, Dean was an associate with K&L Gates in Pittsburgh from August 1997. Mr. Naccarato is a cum laude graduate of Allegheny College, and received his J.D., cum laude from the Southern Methodist University School of Law. In addition, he has received a L.L.M. in taxation from the New York University School of Law.

Daniel O’Bryen. Daniel O’Bryen serves as President of Screenworks, a division supplying broadcast cameras systems and led video screens for sports, live entertainment events and touring artists. Mr. O’Bryen joined NEP in 2002 with the acquisition of BCC Video and its successor Live Media Group, a company he co-founded in 1989. He has spent his 43 year career in the entertainment and video business as a producer, director, lighting director and production manager. Prior to the creation of BCC Video, Mr. O’Bryen was the Head of Productions for Avalon Attractions between 1981 through 1994. He has significant experience producing and touring with an impressive list of acts including The Rolling Stones, Billy Joel, Barbra Streisand, Jimmy Buffet, Shakira, Eric Clapton, Madonna and Kenny Chesney among many others.

Kenneth Paterson. Kenneth Paterson serves as Managing Director of Mediatec Solutions, an acquired business supplying video display including mobile LED units, camera systems, lighting and turnkey live event solutions for the corporate, sports and entertainment industries. Mr. Paterson founded Mediatec Group in 2007. Having spent 34 years in the industry, he began his career as the founder and owner of a local Audio Retail Shop in Kungalv, Sweden. Mr. Paterson has served as the regional agent for Sony Professional, supporting both sales and installation in many of Sweden’s post production and video studios. Mr. Paterson has been a supplier to such major events as Formula One worldwide, eight Olympic Games, seven Eurovision Song Contests and all Global Car Shows for Volvo Worldwide for over 15 years. Mr. Paterson studied law at the University of Gothenburg.

Soames Treffry. Soames Treffry joined NEP with the acquisition of Global Television (now NEP Australia) in January 2014. Mr. Treffry was promoted to the role of President, NEP Australia in April 2015, having previously held the position of Director of Television and Commercial since joining Global Television in 2012. He began his career at FOX SPORTS Australia, spending 16 years in live and special event television. He chaired the launch of Australia’s first 24-hour sports news channel, FOX SPORTS News and ultimately held the position of Director of FOX SPORTS Channels. Mr. Treffry holds a Bachelor of Applied Science, Land Economics, from the University of Technology Sydney. Mr. Treffry has over 20 years of experience in the industry.

Mike Werteen. Mike Werteen has served as Co-President of our Mobile Units USA division since February 2014. From January 2008 to January 2014, Mr. Werteen was the Senior Vice President of Sales and Client Services, overseeing all sales initiatives for our domestic operations. From May 2005 to January 2008,

Mr. Werteen was a General Manager at New Century Productions, which we acquired in 2008. Previously, Mr. Werteen oversaw sales for New Century Productions from February 1997 to May 2005. Mr. Werteen graduated from Kutztown University with a B.S. in Telecommunications. He has 30 years of experience in the remote broadcasting industry.

Lynda Wilkes. Lynda Wilkes has served as our Senior Vice President of Human Resources since April 2013. Prior to joining NEP, Ms. Wilkes was the Vice President of Human Resources Services at Education Management Corporation from May 2008. Previously, Ms. Wilkes was a Human Resources Business Partner at Philips Respironics from May 2005. Her career also includes HR leadership roles with SCA Packaging NA, ADVO/Vilassis, Allegheny General Hospital and Dollar Bank. Ms. Wilkes holds a B.A. in Consumer Services from Indiana University of Pennsylvania and a M.A. in Human Resources/ Industrial Relations from St. Francis College. She is a Past President of the Pittsburgh Human Resources Association and received a Senior Professional in Human Resources certification from the HR Certification Institute and certification as a SHRM-SCP from the Society for Human Resource Management. Ms. Wilkes has over 30 years of experience.

Our board of directors currently consists of eight members, Mses. Honkus and Chung and Messrs. Rabbitt, Cassidy, Marcus, Patricof, Ratner and Schanzer. We anticipate that our board will determine that each of Messrs. Patricof, Ratner and Schanzer are independent under the independence standards of the NYSE. In connection with this offering, we expect to enter into a stockholders agreement with funds managed by Crestview Partners and other legacy stockholders. Under this stockholders agreement, Crestview Partners will have the right, as long as its funds hold at least 50% of our outstanding common stock, to nominate a majority of our board of directors and members of the committees of our board of directors. In addition, Crestview will have the right to nominate directors and members of the committees of our board of directors when its funds own less than 50% but more than % of our outstanding common stock, and the right to nominate directors and members of the committees of our board of directors when its funds own less than % but more than % of our outstanding common stock. See “Certain Relationships and Related Party Transactions—Other Transactions with Affiliates—Stockholders Agreement.”

In evaluating director candidates, we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the board to fulfill their duties. We currently are in the process of identifying individuals who meet these standards and the relevant independence requirements. Our directors hold office until the earlier of their death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified.

In connection with the completion of this offering, our directors will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2016, 2017 and 2018, respectively. We anticipate that and will be assigned to Class I, , and will be assigned to Class II and , and , will be assigned to Class III. At each annual meeting of stockholders held after the initial classification, directors will be elected to succeed the class of directors whose terms have expired. This classification of our board of directors could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the board of directors.

Because affiliates of Crestview Partners II GP, L.P. will own a majority of our outstanding common stock following the completion of this offering, we expect to be a controlled company under NYSE corporate governance standards. A controlled company need not comply with NYSE corporate governance rules that

require its board of directors to have a majority of independent directors and independent compensation and nominating and governance committees.

Upon the completion of this offering, we intend to have an audit committee and a compensation committee of our board of directors, and may have such other committees as the board of directors shall determine from time to time. We anticipate that ea



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)(2)	Amount of Registration Fee
Common stock, par value $0.01 per share	$100,000,000	$11,620


	Per share	Total
Price to the public	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds to us (before expenses)	$	$


Joint Book-Running Managers

	Barclays	Morgan Stanley

Jefferies	Macquarie Capital	RBC Capital Markets

Co-Managers

	Nomura	Stifel


	As of March 31, 2015
	Actual			As Adjusted (1)
	(in millions, except par value)
Cash and cash equivalents	$	9.6

Long-term debt, including current maturities (1)
Revolving credit facility (2)		75.5
First lien term loan		732.5
Second lien term loan		80.0
Assumed debt—Faber Acquisition		8.4

Total indebtedness	$	896.4
Stockholders’ equity:
Preferred stock—$0.01 par value; no shares authorized, issued or outstanding, actual; shares authorized, no shares issued or outstanding, as adjusted		—
Common stock—$0.01 par value; 4,000,000 shares authorized, 2,921,939 shares issued or outstanding, actual; shares authorized, shares issued and outstanding, as adjusted		—
Additional paid-in capital		215.5
Accumulated other comprehensive income (loss)		(15.5	)
Stock subscription		(0.1	)
Retained deficit		(105.9	)

Total stockholders’ equity		94.0

Total capitalization	$	990.4


Summary			1
Risk Factors			21
Forward-Looking Statements			38
Use of Proceeds			40
Dividend Policy			41
Capitalization			42
Dilution			44
Selected Historical Condensed Consolidated Financial Data			45
Management’s Discussion and Analysis of Financial Condition and Results of Operations			47
Business			82
Management			103
Executive Compensation			112
Security Ownership of Certain Beneficial Owners and Management			123
Certain Relationships and Related Party Transactions			125
Description of Capital Stock			128
Shares Eligible for Future Sale			132
Material United States Federal Income Tax Considerations for Non-United States Holders			134
Underwriting			138
Legal Matters			146
Experts			146
Where You Can Find More Information			146
Index to Consolidated Financial Statements			F-1


Initial public offering price per share		$
Net tangible book value per share as of March 31, 2015	$
Increase per share attributable to new investors in this offering

As adjusted pro forma net tangible book value per share after giving effect to this offering

Dilution in pro forma net tangible book value per share to new investors in this offering		$


	Predecessor			Successor
	358-Day Period Ended December 23, 2012			December 24, 2012 (date of inception) through December 31, 2012			Year Ended December 31,						Three Months Ended March 31,
	358-Day Period Ended December 23, 2012						2013			2014			2014 (as restated)(3)			2015
	(in millions)
Statement of Operations Data
Revenue	$	372.1		$	4.4		$	356.5		$	442.8		$	95.2		$	103.1
Cost of services, exclusive of depreciation and amortization		139.2			1.0			103.8			148.9			32.8			31.5
Engineering		67.6			1.5			72.7			82.5			19.5			21.2
Selling, general and administrative		83.4			0.9			63.5			76.9			18.1			21.5
Depreciation and amortization (1)		73.6			2.2			101.1			133.6			30.2			36.9

Income (loss) from operations		8.4			(1.3	)		15.4			0.9			(5.3	)		(8.1	)
Interest expense (1)		16.0			1.1			38.3			43.4			10.3			11.9
Write-off of debt issuance costs		—			—			21.2			0.5			0.5			—
Other income		(1.4	)		—			(3.6	)		(7.1	)		(2.8	)		(1.6	)
Other expenses		3.3			—			3.3			18.1			0.7			12.7

Loss before income taxes		(9.5	)		(2.5	)		(43.8	)		(54.0	)		(13.9	)		(31.1	)
Income tax (expense) benefit		(3.0	)		0.9			16.5			12.8			3.2			(4.9	)

Net loss		(12.4	)		(1.5	)		(27.3	)		(41.2	)		(10.7	)		(35.9	)
Foreign translation adjustment		1.3			—			0.7			(8.5	)		3.7			(7.7	)

Comprehensive loss	$	(11.1	)	$	(1.5	)	$	(26.6	)	$	(49.7	)	$	(7.0	)	$	(43.6	)

Earnings Per Common Share:
Net loss attributable to common shareholders, basic	$	(7.45	)	$	(0.54	)	$	(9.64	)	$	(14.34	)	$	(3.74	)	$	(12.30	)
Net loss attributable to common shareholders, diluted	$	(7.45	)	$	(0.54	)	$	(9.64	)	$	(14.34	)	$	(3.74	)	$	(12.30	)


	Predecessor												Successor
	Three Months Ended									October 1, 2012 to December 23, 2012			December 24, 2012 (inception) to December 31, 2012			Three Months Ended
	March 31, 2012			June 30, 2012			September 30, 2012			October 1, 2012 to December 23, 2012			December 24, 2012 (inception) to December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014 (as restated)(1)			June 30, 2014 (as restated)(1)			September 30, 2014			December 31, 2014			March 31, 2015
	(in millions)
Revenue	$	85.6		$	99.5		$	98.8		$	88.3		$	4.4		$	78.0		$	98.6		$	91.9		$	88.1		$	95.2		$	117.7		$	126.9		$	103.0		$	103.1
Cost of services, exclusive of depreciation and amortization		33.8			37.0			36.5			31.8			1.0			23.0			32.0			26.6			22.2			32.8			38.7			46.8			30.6			31.5
Engineering		15.8			17.1			17.9			16.8			1.5			17.4			18.0			19.0			18.3			19.5			20.4			21.1			21.5			21.2
Selling, general and administrative		13.7			16.1			14.0			39.5			0.9			15.8			14.0			13.3			20.4			18.1			17.6			19.9			21.3			21.5
Depreciation and amortization		17.8			18.0			20.1			17.7			2.2			23.7			25.5			25.3			26.7			30.2			32.5			33.6			37.4			36.9

Income (loss) from operations		4.4			11.3			10.2			(17.5	)		(1.3	)		(1.8	)		9.2			7.6			0.4			(5.3	)		8.5			5.5			(7.8	)		(8.1	)
Interest expense		3.9			4.2			4.0			3.8			1.1			10.1			9.2			9.5			9.6			10.3			10.6			10.9			11.6			11.9
Write off of debt issuance costs		—			—			—			—			—			21.2			—			—			—			0.5			—			—			—			—
Other income		—			(1.4	)		—			(0.1	)		—			—			—			(0.7	)		(2.9	)		(2.8	)		(3.7	)		(0.1	)		(0.5	)		(1.6	)
Other expense		0.6			0.6			0.6			1.5			—			1.3			0.6			0.8			0.6			0.7			1.7			8.4			7.3			12.7

Income (loss) before income taxes		(0.2	)		7.9			5.6			(22.7	)		(2.5	)		(34.4	)		(0.6	)		(2.0	)		(6.9	)		(13.9	)		(0.1	)		(13.8	)		(26.3	)		(31.1	)
Income tax (expense) benefit		0.1			(4.2	)		(2.9	)		4.0			0.9			12.9			0.2			0.8			2.6			3.2			0.9			5.3			3.3			(4.9	)

Net income (loss)	$	(0.1	)	$	3.7		$	2.7		$	(18.7	)	$	(1.5	)	$	(21.5	)	$	(0.4	)	$	(1.2	)	$	(4.3	)	$	(10.7	)	$	0.9		$	(8.4	)	$	(23.0	)		(35.9	)

Adjusted EBITDA	$	22.7		$	31.9		$	31.0		$	26.6		$	0.9		$	22.7		$	35.2		$	33.7		$	31.5		$	27.0		$	42.4		$	41.7		$	34.0		$	32.1


	Payments Due by Period
	(amounts in thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt obligations (excluding interest)⁽¹⁾		874,180		8,395		18,786		67,286		779,713
Capital lease obligations (including interest)		50,336		15,048		20,060		14,154		1,074
Operating lease obligations		137,583		14,099		23,521		19,370		80,593

Total contractual cash obligations	$	1,062,099	$	37,542	$	62,367	$	100,810	$	861,380


Country		Address
USA		2 Beta Drive, Pittsburgh, Pennsylvania 15238
United Kingdom		The Cube, Downmill Road, Bracknell, Berkshire, RG12 1QS
Australia		8 Central Avenue, Eveleigh NSW 2015


Name	Age		Title
Kevin Rabbitt		43	Chief Executive Officer and Director
Gerald Delon		44	Chief Financial Officer
Keith Andrews		55	President and Chief Operating Officer
Jeffrey Marcus		68	Chairman of the Board
Debra Honkus		61	Founder, Chairman Emeritus and Executive Director
Brian Cassidy		41	Director
Katherine Chung		38	Director
Mark Patricof		50	Director
Hank Ratner		56	Director
Kenneth Schanzer		70	Director