This site includes references to equity securities, including Stock and Restricted Stock Units, or RSUs (collectively, the “GISI Securities”), of Global Infrastructure Solutions Inc. (“GISI”). The terms of the GISI Securities are governed by our Certificate of Incorporation, Bylaws, and the Amended and Restated Stockholder Agreement. Transactions in GISI Securities are made only pursuant to a confidential 701 Continuous Offering Memorandum (“Offering Memorandum”). This site is not intended to be an offer of the GISI Securities and does not purport to contain all the information that is needed in evaluating an investment in the GISI Securities.
Transacting in GISI Securities is highly restricted and not available to the general public. There is no public market for the GISI Securities, and no such market is expected to develop. The GISI Securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Act”), or any applicable state or foreign securities laws, nor does GISI expect to do so. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state or foreign regulatory authority have passed upon the accuracy or adequacy of this site or endorsed the merits of GISI Securities offering (the “Offering”).
No investment should be made without the review of the Offering Memorandum and completion of the forms and other steps required for such purchase. Qualified investors should carefully review the Offering Memorandum, including the section entitled “Risk Factors,” before making any investment decision. As GISI Securities holders may only sell back or otherwise settle their GISI Securities with GISI, they must be prepared to bear the economic risks of any investment in the GISI Securities for an indefinite period and be able to withstand a total loss of their investment.
Before making an investment decision, qualified investors must review the Offering Memorandum and the exhibits to the Offering Memorandum, which include the GISI Stock Incentive Plan and the Global Subscription Agreement. In the event of any conflict between the information contained on this site and the information contained in the Offering Memorandum, the information in the Offering Memorandum will control. Eligibility to transact in GISI Securities is subject to applicable securities, tax, exchange control and other laws. Nothing herein shall be construed as tax or legal advice. Qualified investors should rely on the advice of their own legal, tax, and investment advisors in making any investment decisions.
Additional Material
This site and summary of the Offering do not purport to be all-inclusive or to contain all the information that qualified investors may desire in evaluating GISI or an investment in GISI. Qualified investors must conduct and rely on their own evaluation of GISI and the terms of the Offering, including the merits and risks involved, in making an investment decision with respect to the GISI Securities. Certain elements of transacting in GISI Securities are summarized on this site, but qualified investors should not assume that such summaries are complete. Such summaries are qualified in their entirety by reference to the complete text of such agreements and matters, copies of which are attached as exhibits in the Offering Memorandum and are available to qualified investors. GISI management may use supplemental material to explain the provisions of the Offering.
Forward-Looking Statements
Certain statements in this site and the Offering Memorandum constitute or may be deemed to constitute “forward-looking statements” as defined in U.S. federal securities laws and any similar type of statements as defined in other securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of GISI, or industry results, to differ materially from any future results, performance, or achievement implied by such forward-looking statements. Statements in this site and the Offering Memorandum that are forward-looking are based on GISI management’s current beliefs regarding a large number of factors affecting its business. Actual results may differ materially from expected results, and past performance is no guarantee of future results. The words “believe,” “expect,” “anticipate,” “intend,” and other similar expressions generally identify forward-looking statements. Qualified investors are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements involve numerous risks and uncertainties that could cause actual results to differ materially from expected results. GISI assumes no obligation to update any forward-looking statements or information in light of new information or future events.