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As filed with the Securities and Exchange Commission on October 9, 2015

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Interactive Data Holdings Corporation

(Exact name of registrant as specified in its charter)

32 Crosby Drive

Bedford, Massachusetts 01730

(781) 687-8500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Vincent A. Chippari

Managing Director and Chief Financial Officer

Interactive Data Holdings Corporation

32 Crosby Drive

Bedford, Massachusetts 01730

(781) 687-8500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this 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 is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 9, 2015

PROSPECTUS

            Shares

Interactive Data Holdings Corporation

COMMON STOCK

Interactive Data Holdings Corporation is offering             shares of its common stock and the selling stockholders are offering              shares. This is our initial public offering and no public market exists for our shares. We anticipate that the initial public offering price will be between $         and $         per share.

We will list our common stock on the [NASDAQ Global Select Market (“Nasdaq”)][New York Stock Exchange (the “NYSE”)] under the symbol “IDC.”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced reporting requirements after this offering.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 21.

Price $             per Share

[We have] [The selling stockholders have] granted the underwriters the right to purchase up to an additional             shares of common stock to cover over-allotments at the initial public offering price less the underwriting discount.

After the completion of this offering, certain investment funds affiliated with Silver Lake Group, L.L.C. (“Silver Lake”) and Warburg Pincus LLC (“Warburg Pincus” and, together with Silver Lake, the “Sponsors”) will continue to beneficially own a majority of the voting power of all outstanding shares of our common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of [Nasdaq][the NYSE]. See “Principal and Selling Stockholders.”

A portion of the net proceeds that we will receive from the sale of our shares of common stock in this offering will be used to make a one-time payment of $         to affiliates of the Sponsors in connection with the termination of the Management Agreement described under “Certain Relationships and Related Party Transactions—Management Agreement.”

The Securities and Exchange Commission (the “SEC”) and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock will be made on or about                     , 2015.

                    , 2015

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Through and including                     , 2015 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We, the selling stockholders and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

For investors outside the United States: We, the selling stockholders and the underwriters have not done anything that would permit a public offering of the shares of our common stock or possession or distribution of this prospectus or any free writing prospectus we have prepared in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus and any free writing prospectus outside of the United States.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors together with other information in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding whether to invest in shares of our common stock. The occurrence of any of the events described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the trading price of our common stock may decline and you may lose all or part of your investment.

Risks Related to Our Business

The impact of cost-cutting pressures across the industry we serve could lower demand for our products and services.

Clients within the financial services industry continue their focus on controlling or reducing spending as a result of the continued financial challenges and market uncertainty many of them continue to face. For example, in 2012, many large financial institutions initiated reductions in their workforces and took other measures to control or contain operational spending. More recently, many of these institutions were subject to substantial penalties from regulatory bodies. Clients within the financial services industry that strive to reduce their operating costs may seek to reduce or control their spending on financial market data and related services. If a large number of smaller clients or a critical number of larger clients reduce their spending with us, our results of operations could be materially and adversely affected. Alternatively, clients may use other strategies to reduce their overall spending on financial market data services, by consolidating their spending with fewer vendors, by selecting other vendors with lower-cost offerings or by self-sourcing their need for financial market data. If clients elect to consolidate their spending on financial market data services with other vendors and not us, if we lose business to lower priced competitors, or if clients elect to self-source their financial market data needs, our financial condition or results of operations could be materially and adversely affected.

We face intense competition.

We operate in highly competitive markets in which we compete with numerous large and small vendors of financial market data, analytics, and related services. We expect competition to continue to be intense. Some of our competitors and potential competitors have significantly greater financial, technical and marketing resources than we have. In addition, we are highly leveraged and currently incur significant cash expenditures to service our debt. Our competitors may be able to expand their offerings and data content more effectively, use their financial resources to sustain aggressive pricing or respond more rapidly than us to new or emerging technologies, changes in the industry or changes in client needs. They may also be in a position to devote greater resources to the development, promotion and distribution of their services. In addition, these competitors sometimes have more established positions in certain product segments and geographic regions than we do. We also compete with smaller companies, some of which may be able to adopt new or emerging technologies or address client requirements more quickly than we can.

Increased competition in the future or our inability to compete effectively could adversely affect our market share, create pressure for us to offer price reductions, impact our profit margins and have a material adverse effect on our financial condition or results of operations.

A prolonged outage at one of our data centers or a disruption of our computer operations or those of our suppliers, or our failure to timely deliver high-quality services due to other reasons, could result in the loss of clients.

Our clients rely on us for the delivery of time-sensitive, up-to-date and high-quality financial market data, analytics, and related solutions. Our timely, reliable delivery of high-quality products and services is subject to an array of technical production processes that enable our delivery platforms to leverage an extensive range of

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content databases. Further, we obtain significant portions of the data that we deliver to clients from stock exchanges and other third-party sources, and we are reliant on these sources for delivering high-quality data. Our business is dependent on our ability to rapidly and efficiently process substantial volumes of data and calculations on our computer-based networks and systems. Our computer operations and those of our suppliers and clients are vulnerable to interruption by fire, natural disaster, power loss, telecommunications failure, terrorist attacks, acts of war, Internet failures, computer viruses, cyber-attacks, physical sabotage, hackers and other events beyond our control. The occurrence of any of these events could significantly disrupt our operations or result in a significant interruption or delay in the delivery of our services. Although we have disaster recovery plans that include backup facilities for our primary data centers, our systems are not always fully redundant, and our disaster planning may not always be sufficient or effective. Any such event could induce our clients to reduce or terminate services, and could harm our reputation and impact our ability to compete for new business.

In addition, if any of the data we distribute is not of sufficient quality (whether due to an error on our part or because the data we obtain from third-party sources was poor quality or otherwise flawed), if any of our production processes are compromised or fail, or if any of our delivery platforms are impaired or fail, the delivery of our data may fail to meet the time requirements of our clients or the quality standards set by our clients, either of which could adversely affect our ability to compete for new clients or induce existing clients to seek alternative service suppliers. Loss of a large number of smaller clients or a critical number of larger clients as a result of any such events could have a material adverse effect on our financial condition or results of operations.

If we experience design defects, errors or failures associated with our products or services our business could suffer serious harm.

Our products and services may contain errors or may fail to perform as designed. In addition, whether we release new products and services, migrate existing products and services to new systems or upgrade outdated software and infrastructure, our products and services may contain design defects and errors when first introduced or when major new updates or enhancements are released. Many of our products and services rely on data and services we obtain from third-party vendors over which we have little or no control and may be provided to us with errors or may contribute to failures. Our clients may use our products and services within their own software, data or products or may combine our products and services into products and services obtained from other companies. As a result, when problems occur, it might be difficult to identify the source of the problem. If defects, errors or failures are discovered in our products or services, we may not be able to correct them in a timely manner, if at all.

The existence or perception of errors in or the failures of our products or services to perform up to client expectations could result in rejection of our products or services, damage to our reputation, loss of revenue, a lower rate of subscription renewals, decrease of spending on our products and services, diversion of development resources to correct the problem, or increases in service and support costs. We may also need to expend resources to eliminate or work around defects, errors, failures or delays. In each of these ways, our financial condition or results of operations could be materially adversely impacted.

We are dependent on third-party suppliers for data. If we are unable to maintain relationships with key suppliers and providers of market data, we may not be able to provide our products and services to our clients. Audits of our license arrangements with our suppliers may result in our incurring material additional expense.

We depend on third-party suppliers for data, including data received from certain competitors, clients, various government and public record services and financial institutions, for data used in our products and services. Some of this data is exclusive to particular suppliers, such as national stock exchanges, including, without limitation, the [NYSE][New York Stock Exchange], Tokyo Stock Exchange and the London Stock Exchange. In some cases the data cannot be obtained from other suppliers. In other cases, although the data may

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be available from secondary sources, the secondary source may not be as adequate or reliable as the primary or preferred source, or we may not be able to obtain replacement data from an alternative supplier without additional cost and expense. Our data sources could also increase the price of, or withdraw, their data or information services for a variety of reasons.

In addition, our data suppliers could enter into exclusive contracts with our competitors without our knowledge. The disruption or termination of one or more of our major data supplier relationships could disrupt our operations and could have a material adverse effect on our results of operations.

Further, our third-party data suppliers perform audits on us from time to time in the ordinary course of business (including audits currently underway) to determine if data we license for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement. As a result of these audits, if there is a final determination that we have incorrectly accounted for amounts owed in connection with the licensing arrangements, we may incur additional expenses and such additional expenses could be material and have a material adverse effect on our financial condition or results of operations.

If we are unable to develop successful new products and services our business could suffer serious harm.

Our growth and success depends, in part, upon our ability to develop and sell new products and services. If we are unable to develop new products or services or if such products or services are not adopted by our market, we may not be able to grow our business or growth may occur more slowly than we anticipate. We may not be successful in developing, marketing and selling our new products and services on a timely or cost effective basis, or our new products and services may not adequately meet the requirements of the marketplace or achieve market acceptance. Any such occurences could have a material adverse effect on our financial condition or results of operations. In addition, clients may delay purchases of our existing products and services in anticipation of new products or services.

Consolidation within the financial services industry could lower demand for our products and services.

There continues to be consolidation among some participants in the financial markets. As consolidation occurs and synergies are achieved, there may be fewer potential clients for our products and services. When two clients that separately subscribe to use our products and services combine, they may terminate or reduce duplicative subscriptions for our products and services, or if they are billed on a usage basis, usage may decline due to synergies created by the business combination. We have experienced cancellations and/or service downgrades in prior years as a result of consolidation, and future consolidations could give rise to cancellations and/or service downgrades. A large number of cancellations, or lower utilization on an absolute dollar basis resulting from consolidations, could have a material adverse effect on our financial condition or results of operations. In addition, if a client who accounts for a material percentage of our revenue or profit ceases operations as a result of bankruptcy such event could have a material adverse effect on our financial condition or results of operations.

Declining activity levels in the securities markets, weak or declining financial performance of financial market participants, the failure of market participants or changes in usage patterns, could lower demand for our services.

Our business is dependent in part upon the health of the global financial markets and the financial well-being of the participants in those markets. While some of the demand for financial data is static and is not dependent on the health of the global financial markets, some of the demand is driven by the types and amount of activity in the securities markets. When financial market participants experience weak or declining revenues or profit performance, they may seek to reduce expenditures on market data and related services, including our services. Further, because our revenue is a mix of fixed-fee subscriptions and usage, or volume-based, revenue, decrease in demand and usage declines would adversely impact our results of operations. Long periods of low

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market volatility or low trading volumes could also contribute to lower usage revenue. Further, weak financial markets or changes in the financial markets can lead firms to alter their asset investment strategies, which can adversely impact usage levels. Because many clients subscribe to our offerings over a multi-year period or annually, any impact on our results of operations could lag adverse cycles in the financial markets by 12 to 24 months.

If we are unable to maintain relationships with VARs and custodian banks, our revenue will decrease.

Part of our strategy is to serve as a major data supplier to VARs and custodian banks. Having these relationships enables us to broaden our distribution and sales networks. Further, these relationships enable us to benefit from the trend of major financial institutions outsourcing operations to custodian banks and other third-party service providers. If our relationships with our significant VAR or custodian bank clients are disrupted or terminated, or if their usage of our products and services declines, any such event could have a material adverse effect on our financial condition or results of operations.

New offerings by competitors or new technologies or other industry changes could cause our services to become less competitive or obsolete or we may not be able to develop new or enhanced product and service offerings.

We operate in an industry that is characterized by rapid and significant technological change, frequent new service introductions (including in response to technological changes), data content and coverage enhancements, and evolving industry standards and client needs (including in response to regulatory changes). Without the timely introduction of new products, services or the expansion or enhancement of our data content and coverage, our products and services could become obsolete or inadequate over time, in which case our revenue and results of operations would suffer. We expect our competitors to continue to improve the performance of their current products and services, to enhance data content and coverage and to introduce new products and services. These competitors may adapt to new technologies, changes in the industry and changes in clients’ requirements more quickly than we can. If we fail to adequately and accurately anticipate industry trends and clients’ needs, we will be unable to introduce new products and services into the market and our existing products and services may become obsolete. Further, we may be unsuccessful at developing and introducing new services (including in response to technological changes), that are appealing to clients, with acceptable prices and terms, or any such new products and services may not be made available in a timely manner. Any of these events could adversely impact our ability to compete effectively and could have a material adverse effect on our results of operations. Related to this, a key part of our strategy is expanding into new markets around the world, as well as continuing to grow our existing international businesses. In order to do so, we must develop new region-specific services, or add to our existing services so that they meet the needs of clients in specific geographic locations. Any new products and services or data content that we may develop and introduce may not achieve market acceptance. Lack of market acceptance of our products and services could have a material adverse effect on our results of operations.

Our reputation is a key asset and competitive advantage of our company and our business may be affected by failure to protect our reputation.

Our reputation as a trusted provider that is committed to high standards of product and service quality and reliability is important to our ability to attract and retain clients and maintain or increase our clients’ level of spending on our products and services. Actual, alleged or perceived quality or reliability issues regarding one of our products or services or the quality of our data could harm our reputation. If our reputation is harmed, our relationship with clients and business partners could be adversely impacted. Failure to protect our reputation or our ability to provide the standard of products, services and data expected by our clients may adversely impact our credibility as a trusted supplier of mission-critical information and have a negative impact on our financial condition and our results of operations.

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New legislation or changes in governmental or quasi-governmental rules, regulations, directives or standards may reduce demand for our services, prevent us from offering certain services or increase our expenses.

Our clients must comply with governmental and quasi-governmental rules, regulations, directives and standards. We develop, configure and market services to assist clients in meeting these requirements. New legislation, or a significant change in rules, regulations, directives or standards, including some of those introduced to mitigate systemic risk in major financial markets, as well as ones that may in the future be introduced, could impact where and how financial services invest, which could cause some of our products and services to become obsolete, reduce demand for our products and services or increase our expenses as we modify our products and services to maintain relevancy, any of which events could have a material adverse impact on our results of operations. Furthermore, we may become subject to new legislation or rules with regard to the services we offer which could cause us to be prohibited from providing certain services or make provision of affected services more expensive, either of which events could have a material adverse effect on our financial condition or results of operations.

As we transition additional asset classes and services to our new technology platform, we may experience unexpected disruptions, technical problems or costs.

We have made substantial progress toward developing and deploying a new technology platform designed to enable us to consolidate our delivery platforms and the majority of our legacy technology infrastructure, and facilitate cost-effective collection, aggregation and distribution of the content that supports our evaluated pricing and reference data as well as various other offerings. Transition to the platform is underway. We believe our further transition to this infrastructure can be achieved without significant disruptions or significantly compromising product quality, sales effectiveness or client service. To date, we have not experienced any such compromises. However, notwithstanding our efforts, we may experience disruptions or encounter unexpected challenges. Further, the costs to complete the remaining work may exceed our current expectations for those costs. Any significant cost increases or disruptions to product quality, sales effectiveness or client service or to our other business operations could have an adverse effect on our operations and results of operations.

Certain of our subsidiaries and certain of our services are or may become subject to complex regulations and licensing requirements.

Interactive Data Pricing and Reference Data LLC (“PRD LLC”), one of our subsidiaries, is a registered investment adviser with the SEC and is subject to significant regulatory obligations, including under the Investment Advisers Act of 1940 (“Investment Advisers Act”). Our PRD LLC subsidiary offers (1) evaluated pricing services; (2) reference data services; and (3) end-of-day pricing data services. Of these services, the evaluated pricing services are the services that are regulated. None of our other businesses or subsidiaries are registered under the Investment Advisers Act. Our Interactive Data (Australia) Pty Ltd subsidiary is licensed by the Australian Securities and Investment Commission (“ASIC”) to provide certain financial services in Australia under the Corporations Act 2001. Our services covered by the license issued by ASIC include our evaluated pricing services and certain of our desktop solutions services. Our U.K. Desktop Solutions business is registered with the United Kingdom Financial Conduct Authority (“FCA”). Our services subject to regulation by the FCA include certain of our desktop solutions services. The laws and regulations that govern our regulated activities are complex. Compliance with the Investment Advisers Act and other regulatory requirements gives rise to costs and expenses. We have employees whose duties relate primarily to ensuring we meet our legal and compliance obligations under the Investment Advisers Act and other regulatory requirements. Significant changes to applicable regulations may increase our costs. If we were to fail to maintain or otherwise forfeit any required regulatory licenses or registrations, or if we were otherwise found to be in material non-compliance with applicable regulatory requirements, we may not be able to continue offering the services or operating the impacted portions of our business or we could be subject to fines and penalties. Any such event could have a material adverse effect on our results of operations. In addition, we expect to continue to innovate to meet the evolving needs of the financial services sector and our business strategy includes the introduction of new services

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as well as enhancements to existing services. To the extent any new services or enhancements would require us to extend our existing, or obtain new, licenses from regulatory authorizations, we may not be able to secure the required licenses or registrations. If we are not able to secure the required licenses or registrations, we may not be able to provide one or more of these new services or enhancements, which in turn could result in us not being able to compete as effectively, or impact our revenue growth rate and could have a material adverse effect on our operations and results of operations.

We are subject to regulatory oversight and we provide services to financial institutions that are subject to significant regulatory oversight, and any examination or investigation of us or our clients relating to our services could be expensive and time consuming and could harm our reputation.

The regulations that govern certain of our activities and the activities of our clients are complex. Compliance with these regulations may be reviewed and examined by federal agencies, including the SEC, state authorities and other governmental entities in both the United States and foreign countries. Any such examination by the SEC or other regulatory body may result in a finding of deficiencies, weaknesses or non-compliance with our regulatory obligations and may result in fines, sanctions and costly and time-consuming corrective actions. To the extent any of our clients become the subject of a regulatory investigation, a regulatory enforcement action or a civil lawsuit relating to actual or alleged violations of one or more of their regulatory obligations, we could also become subject to scrutiny. This scrutiny could include an examination or investigation by regulators of whether the services we provided to the client during the time period of the alleged violation were related to or contributed to the commission of the alleged or actual violation or result in a claim or civil lawsuit filed against us by the client or the client’s customers seeking damages. Any investigation by a regulatory agency of one of our clients or us, whether or not founded, or a claim or civil lawsuit filed against us, could cause us to incur substantial costs and could distract our management from our day-to-day operations and our strategic objectives. In addition, the negative publicity associated with any such examination, investigation, claim or lawsuit, and any published findings by a regulator, could adversely affect our ability to attract and/or retain clients and could have a material adverse effect on our financial condition or results of operations.

We are subject to the risks of doing business internationally.

For the six months ended June 30, 2015 and the year ended December 31, 2014, approximately 28.7% and 30.8%, respectively, of our revenue was generated outside of the United States, including in emerging markets and developing economies. Our growth strategy includes continuing to expand our business outside of the United States. Operations and sales outside the United States subject us to risks associated with doing business internationally, including numerous, and sometimes conflicting, legal and regulatory regimes, which may have a material adverse effect on our business and ability to expand internationally.

Accordingly, a variety of factors could have a material adverse effect on our results of operations or ability to grow our operations internationally including, without limitation:

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While we have implemented certain policies to comply with local laws and regulations in the jurisdictions in which we operate, including certain safeguards to discourage practices in violation of anti-bribery laws and trade sanctions by our employees and agents, there can be no assurance that our employees or agents will not engage in conduct that would subject us to investigation, regulatory sanctions or criminal or civil penalties, any of which could have a material adverse effect on our results of operations or financial condition. Any investigation of us or our agents, whether or not founded, could cause us to incur substantial costs and could demand significant time and attention from management, diverting them from our day-to-day operations and our strategic objectives and could have a material adverse effect on our results of operations.

In addition, we receive revenues and incur expenses in several currencies (primarily the U.S. dollar, British pound sterling and euro) and, accordingly, are subject to exposure from adverse movements in currency exchange rates. Our financial statements are denominated in U.S. dollars, which means that we must translate the revenues, expenses, assets and liabilities of all of our businesses that have functional currencies other than U.S. dollars into U.S. dollars based on average monthly or month-end exchange rates. These translation adjustments are accumulated in stockholders’ equity. Further, when any of our businesses engage in transactions in currencies other than their designated functional currency, we may experience gains or losses arising from fluctuations in exchange rates, which impact our results of our operations. Due to the significant size of our operations in Europe, our primary exposure currently rests with the British pound sterling and the euro to U.S. dollar exchange rates. Historically we have not entered into forward currency exchange rate contracts, and to the extent that our currency exposures are not hedged, exchange rate movements may cause fluctuations in our consolidated financial statements.

The European debt crisis and related European financial restructuring efforts have contributed to instability in global credit markets and resulted in a decline in the value of the euro. If global economic and market conditions, or economic conditions in Europe, the United States or other key markets remain uncertain or deteriorate further, the value of the euro and the global credit markets may further weaken. General financial instability in countries in the European Union, including Greece, could have a contagion effect on the region and contribute to the general instability and uncertainty in the European Union. Events that adversely affect our European clients and suppliers could in turn have a materially adverse effect on our international business results and our results of operations.

We are involved in intellectual property disputes from time to time and we may be involved in additional such disputes in the future. These disputes divert management’s attention, cause us to incur costs, which in some cases can be significant, and could, under certain circumstances, prevent us from providing, or increase our costs to provide, certain products and services.

Third parties assert intellectual property infringement claims against us from time to time. While we believe that our products, services, processes and operations do not infringe in any material respect upon proprietary rights of other parties and that meritorious defenses would be available with respect to any assertions to the contrary, our products and services may be found to infringe on the proprietary rights of others. Any claims that our products, services, processes and operations infringe third parties’ rights, regardless of their merit or final resolution, would be costly to investigate and to defend against and could divert the efforts and attention of our management and technical personnel from our day-to-day operations and the advancement of our strategic objectives and could have a material adverse impact on our results of operations. Intellectual property disputes involve complex technical issues and there are inherent uncertainties in intellectual property litigation. If any such proceedings against us result in an adverse outcome, or if we otherwise elect to seek a resolution short of a final adjudication, we could be required, among other things, to pay substantial damages, to cease providing certain services if no license could be obtained on commercially reasonable terms or at all, or pay significant license fees. Such litigation or proceedings could result in the loss or compromise of our intellectual property rights. We have in the past been, and may in the future be, called upon to defend clients against third-party claims under indemnification clauses in our agreements. Any such occurrences could have a material adverse effect on our financial condition or results of operations.

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Our business may be adversely affected if clients breach our license agreements.

Our products and services are generally made available to clients under a license agreement. We also permit access to some products and services through the Internet under clickthrough online licenses that are affirmatively acknowledged by the licensee or under terms of use. Our license agreements typically restrict use of our products and services to a specified business application or geographies and prohibit clients from copying or redistributing our content or using content outside of the limits of the license. There can be no assurance that clients will abide by the terms of our licenses or that all of our license agreements will be fully enforceable. If a client were to use our products or services outside the permitted scope or improperly redistribute our content, we may fail to capture potential revenue from such client or the potential clients to whom the content is made available. In addition, such unauthorized actions may cause us to breach and/or incur additional costs under the terms of our other contractual arrangements, including our agreements with business partners and third-party suppliers of data.

Legal protections for our intellectual property rights and other rights may not be sufficient or available to protect our competitive advantages and failure to protect our intellectual property and proprietary rights adequately could adversely affect our business and results of operations.

Our success depends in part on our proprietary technology, processes, methodologies and information. We rely primarily on a combination of trade secret, patent, copyright, trademark, and service mark rights, as well as contractual protections (such as confidentiality, assignment of invention and non-disclosure agreements), state fair competition law and technical measures, to protect our proprietary technology, processes, methodologies and information. Despite our efforts, third parties may still try to challenge, invalidate or circumvent our rights and protections. We may not be able to fully protect our intellectual property and proprietary rights, and our competitors may infringe upon our rights. The agreements that we enter into to protect our intellectual property and proprietary information may not effectively prevent unauthorized use or disclosure of such information and may not provide an adequate remedy in the event of unauthorized use or disclosure. The laws of certain foreign countries in which we operate do not protect our proprietary rights to the same extent as do the laws of the United States. Further, elements of some of our products and processes may not be subject to intellectual property legal protections.

We may be required to spend significant resources to monitor, enforce or protect our intellectual property and proprietary rights. Despite such efforts, we may not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property and proprietary rights. Even if we attempt to enforce or protect our intellectual property and proprietary rights or determine the validity and scope of the proprietary rights of others through litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities or administrative bodies in the United States or abroad, it may require considerable cost, time and resources to do so, and we may not be successful in such litigation or proceedings. If we fail to enforce our intellectual property or proprietary rights, our competitive position could suffer. Furthermore, our intellectual property rights may not prevent competitors from independently developing or securing rights to products or services that are similar to or duplicative of ours, using trademarks that are similar to ours in different fields of goods and services, reverse engineering our proprietary processes or technologies or designing around our patents or other legal rights. Any failure to establish, maintain or protect our intellectual property or proprietary rights could have a material adverse effect on our business, financial condition or results of operations.

Fraudulent or unpermitted data access and other security or privacy breaches may negatively impact our business and harm our reputation.

Some of our products and services involve the storage and transmission of proprietary information and sensitive or confidential client data, including limited client portfolio information. Misappropriation, unauthorized disclosure or corruption of client data by an employee or an external third party, via computer viruses, cyber-attacks, physical break-ins or other methods, could occur and may result in claims against us, regulatory sanctions, harm to our reputation and liability for client or vendor losses resulting from such

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misappropriation or disclosure. Recently, the financial services industry has been targeted for purposes of political protest, activism and fraud, as well as by foreign state actors and terrorist organizations seeking to disrupt the businesses and financial systems in the countries in which we operate. We could be a target for such illegal acts in the future. Further, third-party vendors with whom we work may experience security or privacy breaches involving our proprietary information or our clients’ sensitive or confidential data, which could expose us to unindemnified liability for client or other vendor losses, reputational harm and operational interruptions. Regardless of their merit or final resolution, allegations of misappropriation or unauthorized disclosure would be costly to investigate and to defend against and would divert the efforts and attention of our management and technical personnel from our day-to-day operations and the advancement of our strategic objectives.

If anyone gains improper access to our databases, they may be able to steal, publish, delete or modify our confidential information or that of a third party stored or transmitted on our networks. Any significant failure, compromise, unauthorized access or disclosure, cyber-breach or interruption of our systems, including operational services, loss of service from third parties, sabotage, break-ins, failure of controls, war, terrorist activities, or computer viruses could result in lack of availability, loss of data integrity, fraud, unauthorized disclosure or other outcomes harmful to our business. Any such occurrence or allegation of occurrence could result in the loss of existing or potential clients, damage to our brand and reputation, deter data suppliers from supplying data to us, impact our ability to compete and could have a material adverse effect on our financial condition or results of operations.

We may face liability for content contained in our products and services.

We may be subject to claims for breach of contract, defamation, libel, copyright or trademark infringement, fraud or negligence, or based on other theories of liability, in each case relating to the data, articles, commentary, ratings, information or other content we distribute in our services. If such data or other content or information that we distribute has errors, is delayed or has design defects, we could be subject to liability or our reputation could suffer. We could also be subject to claims based upon the content that is accessible from our corporate website or those websites that we own and operate through links to other websites. In our Pricing and Reference Data segment, any of the following products and services may be used to support the investment processes of our clients: (1) evaluated pricing services; (2) reference data; (3) end-of-day pricing data; and (4) fixed income and equity portfolio analytics and data. In our Trading Solutions segment, any of the following products and services may be used to support the investment processes of our clients: (1) real-time market data feeds; (2) trading infrastructure managed services; and (3) workstations and customized hosted web applications. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us for very significant dollar amounts. Any such claim, even if the outcome were to be ultimately favorable to us, could involve a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation. In addition, such claims and lawsuits could have a material adverse effect on our business, financial condition or results of operations

Our use of open-source software and third-party software containing open-source elements could result in litigation or impose unanticipated restrictions on our ability to commercialize our products and services.

We use open-source software in our technology most often as small components within a larger product or service, to augment algorithms, functionalities or libraries we create and may use more open-source software in the future. Open-source code is also contained in some third-party software we rely on. We could be subject to suits by parties claiming breach of the terms of the license for such open-source software. The terms of many open-source licenses are ambiguous and have not been interpreted by U.S. or other courts, and these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services. Litigation could be costly for us to defend, have a negative impact on our operating results and financial condition or require us to devote additional research and development resources to remove open-source elements from or otherwise change our software. In addition, if we were to combine our proprietary technology with open-source software in a certain manner, we could, under certain

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open-source licenses, be required to release the source code of our proprietary software. If we inappropriately use open-source software, we may also be required to re-engineer our software, license our software on unfavorable terms or at no cost, discontinue certain products and services or take other remedial actions, any of which could have a material adverse effect on our results of operations.

Our cost-saving plans may not be effective, which may adversely affect our financial results.

Our business strategy and priorities involve improving our cost structure and driving efficiencies. While we have implemented and will continue to implement programs related to this strategy, we may not be able to do so successfully and we may not fully realize the projected benefits of these or any other cost-saving plans that we may seek to implement in the future. If we are unable to realize these anticipated cost reductions, our results of operation may be adversely affected. Moreover, our continued implementation of cost-saving plans and facilities integration may disrupt our operations and adversely impact our profitability. While we expect our cost-saving initiatives to result in significant cost savings throughout our organization, such savings are based on assumptions that may prove to be inaccurate, and as a result we may not realize these cost savings. The failure to achieve our estimated cost savings would constrain our ability to increase the profitability of our business.

Our growth and pursuit of operational efficiency initiatives may place significant strain on our management and human resources.

We must plan and manage our growth effectively and continue to successfully implement operational efficiency initiatives to increase revenue and profitability. Our growth and implementation of operational efficiency initiatives, including the ongoing deployment and migration to a unified technology architecture, have placed, and are expected to continue to place, significant demands on our personnel, management, technology infrastructure and other resources. As we continue to grow and as we continue to drive operational efficiencies, there can be no assurance that management will be effective in attracting, training and retaining the qualified personnel necessary to advance our growth and operational efficiency plans. Any failure to effectively manage growth or successfully implement efficiency initiatives could have a material adverse effect on our operations and results of operations.

Our success is dependent in part upon our ability to attract and retain a qualified management team and technical and other key personnel.

We depend on our ability to attract and retain a qualified management team and technical and other key personnel to operate and expand our business, and we may not be able to retain the services of these persons. In the event of any departures, our ability to replace key personnel may be difficult and may take an extended period of time because of the limited number of key personnel in the financial market data industry with the breadth of skills and experience required to operate and expand a business such as ours successfully or perform the key business or technical functions we require. Competition to hire from this limited pool of human resources is intense, and we may not be able to hire or retain such personnel. We have entered into agreements with some members of our management team and other key personnel regarding their employment with us. While these employment agreements may mitigate some of the risks we face in retaining key personnel, we still face risk in this area. The replacement of any of our key personnel would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. In addition, we do not carry any “key person” insurance policies that could offset potential loss of service under applicable circumstances. If we are unable to retain, attract and hire key personnel, such failure could have a material adverse effect on our operations and our results of operations.

We may be unsuccessful in identifying and acquiring suitable acquisition candidates, strategic alliances or joint ventures and may fail to realize the anticipated benefits from any acquisitions we complete and/or any joint ventures that we may enter into.

Our strategic plan includes growth through the possible acquisition of assets and businesses that complement or augment our existing products and services and through the entry into strategic alliances or joint

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ventures. We may not be successful in identifying suitable acquisition candidates, strategic alliances or joint venture partners on favorable terms, if at all. Attractive candidates are difficult to identify and complete for a number of reasons, including competition among prospective buyers or partners and, in some instances, the need for regulatory approvals, including antitrust clearance. We may not be able to identify and successfully complete acquisitions or enter into beneficial strategic alliances or joint ventures.

The success of any acquisition depends in part on our ability to integrate the acquired business or assets, including clients, employees, operating systems, operating procedures and information technology systems. We may not be able to effectively integrate, and may experience difficulty managing, the operations of any acquired business. In addition, the process of integrating acquired businesses or assets may involve unforeseen difficulties and integration could take longer than anticipated. Integrating any newly acquired businesses may require a disproportionate amount of management’s attention and financial and other resources, and detract from the resources remaining for our pre-existing business. Any acquisition we may seek to complete may be made at a substantial premium over the fair value of the net assets of the acquired business. Further, we may not be able to maintain or improve the profitability of any acquired businesses. Finally, we may not fully derive all of the anticipated benefits, such as supply cost synergies or reduced operating costs due to centralized or shared technical infrastructure.

In addition, we may incur earn-out and contingent consideration payments in connection with future acquisitions, which could result in a higher than expected impact on our future earnings. We may also finance future transactions through debt financing, including significant draws on our revolving credit facility, the issuance of our equity securities, the use of existing cash, cash equivalents or investments or a combination of the foregoing. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flow to principal and interest payments and could subject us to restrictive covenants. Acquisitions financed with the issuance of our equity securities would be dilutive to the share value and voting power of existing common shares, which could affect the market price of our common shares. Future acquisitions financed with our own cash could deplete the cash and working capital available to fund our operations adequately. Difficulty borrowing funds, selling securities or generating sufficient cash from operations to finance our activities may have a material adverse effect on our results of operations.

In addition, strategic alliances and joint ventures may become important to expanding our client base and expanding our offerings. The success of any future strategic alliances or joint ventures will depend in part on our ongoing ability to work collaboratively with these business partners. We may not be able to work effectively or efficiently with these business partners or achieve the anticipated benefits from these relationships.

Our Sponsors control us and may have conflicts of interest with us or our other stockholders in the future.

After the completion of this offering, certain investment funds affiliated with Silver Lake will own approximately     % of our outstanding common stock, or approximately     % if the underwriters exercise in full their option to purchase additional shares, and certain investment funds affiliated with Warburg Pincus will own approximately     % of our outstanding common stock, or approximately     % if the underwriters exercise in full their option to purchase additional shares. The Sponsors will have the right to designate a majority of the members of our Board of Directors. As a result, the Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of the Board of Directors or our stockholders, regardless of whether such transaction may be in the best interests of our other securityholders. Additionally, the Sponsors are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Our amended and restated certificate of incorporation will provide that none of the Sponsors, any of their affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates 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

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operate. The Sponsors also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. One or more of the Sponsors may also pursue acquisition opportunities of businesses in our market space and, as a result, those acquisition opportunities may not be available to us. So long as investment funds affiliated with, and the co-investment vehicle controlled by, the Sponsors continue to indirectly own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions.

Examination and audits by tax authorities, including the Internal Revenue Service, or changes in tax laws could result in additional tax payments.

Our tax returns are subject to examination by various tax authorities, including the U.S. Internal Revenue Service (“IRS”) which may result in adjustments. We provide reserves for potential payments of tax to various tax authorities related to uncertain tax positions. Management does not believe, however, that any of our previously filed tax returns would make an audit by taxing authorities particularly likely; nor do we currently expect to file tax returns in the future that would make an audit by taxing authorities particularly likely. Our tax returns are audited by tax authorities in the normal course of business, and it is our intention to vigorously defend our prior tax returns. However, the calculation of our tax liabilities involves the application of complex tax regulations to our global operations in many jurisdictions. Therefore, any dispute with any tax authority may result in a payment that is materially different from our current estimate of the tax liabilities associated with our returns from these periods. If our estimate of tax liabilities proves to be less than the amount for which we are ultimately liable, we would incur additional charges to expense and such charges could have a material adverse effect on our results of operations and financial condition.

In the past, we have recorded substantial income tax benefits that were partially the result of discrete events in certain periods, including the benefit associated with the losses we incurred on extinguishment of debt in 2011, 2013, and 2014; the benefit associated with transaction costs incurred in 2010 related to our 2010 acquisition by our Sponsors; and enacted rate changes in foreign jurisdictions in 2012 and 2013. Our benefits have also been the result of deductible interest expense in the U.S. due to our existing debt structure, which may not continue in the future. Our effective tax rate in the future could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, changes in our capital structure and other potential discrete events. Tax rates in the jurisdictions in which we operate may change as a result of macroeconomic, political or other factors. Increases in the tax rate in any of the jurisdictions in which we operate could have a negative impact on our profitability. In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, may be unpredictable, particularly in less developed markets, and could become more stringent, which could materially adversely affect our tax position. Any of these occurrences could have a material adverse effect on our net income.

A material weakness in our internal control over financial reporting relating to our statement of cash flows was identified in connection with the preparation of our consolidated financial statements as of and for the six months ended June 30, 2015.

In connection with the interim review of our consolidated financial statements as of and for the six months ended June 30, 2015, we and our independent registered public accounting firm identified a material weakness in internal control over financial reporting. The material weakness related to our statement of cash flows due to the improper classification of re-measurement gains and losses due to foreign exchange rates, with a corresponding impact of foreign exchange on cash balances. We have corrected this error in our statement of cash flows for the six months ended June 30, 2015. To remediate the identified material weakness, we have modified our internal controls to add supplementary analytical and review procedures to our financial statement close process for the purpose of establishing the foreign exchange impact on cash flows. For a discussion of the impact that future material weaknesses could have on us, please see “—Risks Related to this Offering and Ownership of Our

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Common Stock—We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to comply with the laws and regulations affecting public companies, particularly after we are no longer an emerging growth company.”

We may be required to take future impairment charges that would reduce our reported assets and earnings.

Goodwill and other identifiable intangible assets comprise a significant portion of our total assets. We test our goodwill and identifiable intangible assets with indefinite lives for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Impairment testing requires us to make significant estimates about our future performance and cash flows, as well as other assumptions. Economic conditions, competition in the market and other factors as well as changes in our share price and market capitalization after we are a public company may affect these assumptions. If future testing indicates that, more likely than not, the fair value of goodwill and identifiable intangible assets was less than their carrying values, we may be required to record a non-cash impairment charge in the period the determination is made. In addition, from time to time we may incur an impairment charge related to capitalized development costs. For example, in 2014 we incurred a $14.2 million impairment charge related to capitalized development expenses due to the determination that certain projects would not produce the future cash flows necessary to recover the associated carrying value. Recognition of an impairment would reduce our reported assets and earnings. As of June 30, 2015, our goodwill balance was $1.6 billion, which represented 41.8% of total assets, and our intangible assets balance was $1.4 billion, which represented 36.2% of our total assets.

Risks Associated with Our Indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent the interest rate on Opco’s variable rate debt increases and prevent Opco from meeting its obligations under its 5.875% Senior Notes due 2019.

We are highly leveraged. As of June 30, 2015, our total indebtedness was $2.6 billion. Opco also had an additional $159.4 million available for borrowing under its revolving credit facility at that date (after giving effect to $0.6 million of letters of credit that were outstanding as of June 30, 2015 related to certain operating leases). After giving effect to this offering and the repayment of certain of our indebtedness with a portion of the net proceeds from this offering, we expect to have approximately $             billion of indebtedness outstanding. See “Use of Proceeds” and “Capitalization.”

Our high degree of leverage could have important consequences for our securityholders, including:

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in Opco’s revolving credit and term loan facilities and the indenture governing the Senior Notes. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

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For the year ended December 31, 2014 and the six months ended June 30, 2015, we recorded interest expense related to these debt obligations of $157.3 million and $74.4 million, respectively, in our consolidated statements of operations, which includes amortized interest expense related to the capitalization of deferred financing costs and accretion of original issue discount (“OID”) of $7.6 million and $3.1 million, respectively, and $6.5 million and $2.9 million, respectively.

Our debt agreements and those of our subsidiaries contain restrictions that limit our flexibility in operating our business.

Opco’s senior secured credit facilities and the indentures governing the Senior Notes and PIK Toggle Notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

In addition, under Opco’s senior secured credit facilities, we may, under certain circumstances, be required to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control. We may not meet those ratios and tests. A breach of any of these covenants could result in a default under each of Opco’s senior secured credit facilities. Upon the occurrence of an event of default under Opco’s senior secured credit facilities, the lenders under Opco’s senior secured credit facilities could elect to declare all amounts outstanding under Opco’s senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under Opco’s senior secured credit facilities could proceed against the collateral granted to them to secure each such indebtedness. Opco has pledged substantially all of its assets as collateral under the senior secured credit facilities.

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the notes. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

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Risks Related to this Offering and Ownership of Our Common Stock

No market currently exists for our common stock, and an active, liquid trading market for our common stock may not develop, which may cause our common stock to trade at a discount from the initial offering price and make it difficult for you to sell the common stock you purchase.

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 us will lead to the development of a trading market on [Nasdaq] [the NYSE] or otherwise or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any shares of our common stock that you purchase. The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may decline below the initial offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all.

You will incur immediate dilution in the net tangible book value of the shares you purchase in this offering.

The initial public offering price of our common stock will be higher than the net tangible book value per share of outstanding common stock prior to completion of this offering. Based on our net tangible book value as of June 30, 2015 and upon the issuance and sale of              shares of common stock by us at an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the front cover of this prospectus, if you purchase our common stock in this offering, you will suffer immediate dilution of approximately $         per share in net tangible book value. Dilution is the amount by which the offering price paid by purchasers of our common stock in this offering will exceed the pro forma net tangible book value per share of our common stock upon completion of this offering. A total of              shares of common stock are expected to be reserved for future issuance under our 2010 Incentive Plan and 2015 Incentive Plan (after giving effect to this offering). You may experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our directors, officers and employees under our current and future stock incentive plans, including our 2015 Incentive Plan. See “Dilution.”

Our stock price may change significantly following this offering, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

The trading price of our common stock is likely to be volatile. The stock market has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed in “—Risks Related to Our Business” and the following:

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These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock are low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations.

We are a holding company with no material direct operations. Our principal assets are the shares of common stock of Intermediate that we hold. Intermediate is the parent of Opco which, together with its subsidiaries, owns substantially all of our operating assets. As a result, we are dependent on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. If we are unable to obtain funds from our subsidiaries, we may be unable to meet our financial obligations.

We currently do not intend to pay dividends on our common stock and, as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not expect to declare or pay dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to declare or pay dividends in the future will be at the discretion of our Board of Directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our credit facilities and may be further restricted by the terms of any future debt or preferred securities. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

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If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business or industry. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or industry, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.

After this offering, the sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of this offering, we will have a total of              shares of common stock outstanding. All shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act (“Rule 144”), including our directors, executive officers and other affiliates (including the Sponsors), may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.”

The              shares (or              shares, if the underwriters exercise in full their option to purchase additional shares) held by the Sponsors and certain of our directors, officers and employees immediately following the consummation of this offering will represent approximately     % (or     %, if the underwriters exercise in full their option to purchase additional shares) of our total outstanding shares of common stock following this offering, based on the number of shares outstanding as of June 30, 2015. Such shares will be “restricted securities” within the meaning of Rule 144 and subject to certain restrictions on resale following the consummation of this offering. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in “Shares Eligible for Future Sale.”

In connection with this offering, we, our directors and executive officers, and holders of substantially all of our common stock prior to this offering have each agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters. See “Underwriters” for a description of these lock-up agreements.

Upon the expiration of the contractual lock-up agreements pertaining to this offering, up to an additional              shares will be eligible for sale in the public market, of which              shares (or              shares, if the underwriters exercise in full their option to purchase additional shares) are held by directors, executive officers and other affiliates and will be subject to volume, manner of sale and other limitations under Rule 144. Following completion of this offering, shares covered by registration rights would represent approximately     % (or     %, if the underwriters exercise in full their option to purchase additional shares) of our outstanding common stock. Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the

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market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under our 2015 Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and Rule 144, as applicable. A total of              shares of common stock have been reserved for future issuance under our 2015 Incentive Plan.

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

Provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated articles of incorporation and amended and restated bylaws may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common stock.

These provisions provide for, among other things:

These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. In addition, our amended and restated certificate of incorporation will provide that unless we consent to an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole exclusive forum for any derivative action or proceeding brought on behalf of our company and any action asserting a claim of breach of fiduciary duty owed by any director, officer, other employee or stockholder of our company to our company’s stockholders. See “Description of Capital Stock.”

We will be a “controlled company” within the meaning of [Nasdaq] [the NYSE] rules and the rules of the SEC. As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

After completion of this offering, the Sponsors will continue to own a majority of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards

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of [the NYSE] [Nasdaq]. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors, our nominating and corporate governance committee and compensation committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of [Nasdaq] [the NYSE].

We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an emerging growth company as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions from various reporting requirements applicable to other public companies, including, among other things:

We will be an emerging growth company until the last day of the fiscal year following the fifth anniversary after the completion of this offering, or until the earliest of (i) the last day of the fiscal year in which we have annual gross revenue of $1 billion or more, (ii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt or (iii) the date on which we are deemed to be a large accelerated filer under the federal securities laws. We will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months. The value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter.

Under the JOBS Act, emerging growth companies are also permitted to elect to delay adoption of new or revised accounting standards until companies that are not subject to periodic reporting obligations are required to

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comply, if such accounting standards apply to non-reporting companies. We have made an irrevocable decision to opt out of this extended transition period for complying with new or revised accounting standards.

We cannot predict if investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to comply with the laws and regulations affecting public companies, particularly after we are no longer an emerging growth company.

As a public company, particularly after we cease to qualify as an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements, in order to comply with the rules and regulations imposed by the Sarbanes-Oxley Act, as well as rules implemented by the SEC and [Nasdaq] [NYSE]. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and our legal and accounting compliance costs will increase. It is likely that we will need to hire additional staff in the areas of investor relations, legal and accounting to operate as a public company. We also expect that these new rules and regulations may make it more difficult and 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 and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

For example, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls over financial reporting and disclosure controls and procedures. In particular, as a public company, we will be required to perform system and process evaluations and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. As described above, as an emerging growth company, we may not need to comply with the auditor attestation provisions of Section 404 for several years. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and that management expend time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause our stock price to decline, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

When the available exemptions under the JOBS Act, as described above, cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with the requirements of the JOBS Act. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements (other than statements of historical facts) in this prospectus regarding the prospects of the industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot provide any assurance that these expectations will prove to be correct. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

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The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Other sections of this prospectus may include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements we may make. Before investing in our

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common stock, investors should be aware that the occurrence of the events described under the caption “Risk Factors” and elsewhere in this prospectus could have a material adverse effect on our business, results of operations and financial condition.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $         million from the sale of shares of our common stock in this offering, based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the front cover of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of shares of our common stock by the selling shareholders.

We intend to use the net proceeds from this offering (1) to redeem $350.0 million in aggregate principal amount of our 8.25%/9.00% Senior PIK Toggle Notes due 2017, plus accrued and unpaid interest thereon and $3.5 million of redemption premium, (2) [to redeem $         million in aggregate principal amount of Opco’s 5.875% Senior Notes due 2019, plus accrued and unpaid interest thereon and approximately $         million of redemption premium][to repay $         million in aggregate principal amount of term loans under Opco’s senior secured credit facilities, plus accrued and unpaid interest thereon], (3) to make a one-time payment of $         million to affiliates of the Sponsors in connection with the termination of the Management Agreement described under “Certain Relationships and Related Party Transactions—Management Agreement” and (4) to the extent we raise more proceeds in this offering than currently estimated, we will use such proceeds for general corporate purposes, which may include, among other things, further repayment of indebtedness. To the extent we raise less in this offering than currently estimated, we may, if necessary, reduce the amount of the indebtedness that will be repaid. As of June 30, 2015, $350.0 million aggregate principal amount of the PIK Toggle Notes and $[350.0][1,881.0] million aggregate principal amount of the [Senior Notes][term loans under Opco’s senior secured credit facilities] was outstanding. The PIK Toggle Notes mature on December 15, 2017 and have an interest rate of 8.25% or 9.00%. [The Senior Notes mature on April 15, 2019 and have an interest rate of 5.875%.] [The term loans under Opco’s senior secured credit facilities mature on May 2, 2021 and have an interest rate of LIBOR plus 3.75% (with a 1.0% LIBOR floor).]

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, based on the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 100,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) our net proceeds from this offering by $         million.

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DIVIDEND POLICY

In 2012, we paid a cash dividend of $423.0 million to our stockholders, of which $330.2 million was paid to our Sponsors. In connection with the 2012 cash dividend, a total cash distribution of $16.0 million was due to our option holders, $1.0 million of which remains to be paid as of June 30, 2015 through 2017 as certain service-based options vest.

We did not pay any cash dividends in 2013.

In 2014, we paid a cash dividend of $261.7 million to our stockholders, of which $202.7 million was paid to our Sponsors. In connection with the 2014 cash dividend, a total cash distribution payable of $11.2 million was due to our option holders, $1.9 million of which remains to be paid as of June 30, 2015 through 2018 as certain service-based options vest.

We expect to declare a $         million cash dividend to our stockholders and option holders to be paid prior to the closing of this offering, which dividend is expected to be paid with cash on hand.

We currently do not expect to declare or pay any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations, to finance the growth and development of our business and to reduce our net debt. Any determination to declare or pay dividends in the future will be at the discretion of our Board of Directors, subject to applicable laws, and will be dependent on a number of factors, including our earnings, capital requirements and overall financial condition. In addition, our ability to pay dividends on our common stock is limited by the covenants of the credit agreements governing Opco’s senior secured credit facilities and the indentures governing the PIK Toggle Notes and Opco’s Senior Notes and may be further restricted by the terms of any future debt or preferred securities.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2015:

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

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The number of shares of our common stock to be outstanding after the offering is based on the 153,217,020 shares outstanding as of June 30, 2015 and excludes:

The 2010 Incentive Plan will be terminated in connection with this offering and, accordingly, no shares will be available for future grants under the 2010 Incentive Plan following the completion of this offering. The 2010 Incentive Plan will continue to govern outstanding awards granted thereunder. In addition, the shares reserved for issuance under our 2015 Incentive Plan will be increased by any shares that otherwise would be returned to the 2010 Incentive Plan as the result of the expiration or termination of options (provided that the maximum number of shares that may be added to the 2015 Incentive Plan pursuant to this provision is              shares).

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DILUTION

If you invest in our common stock in this offering, your ownership interest in us will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock as adjusted to give effect to this offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the book value per share attributable to the shares of common stock held by existing stockholders.

Our net tangible book value as of June 30, 2015 was approximately $(2,474,522), or $(0.02) per share. We calculate net tangible book value per share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of shares of common stock outstanding.

After giving effect to our sale of the shares in this offering at an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the front cover of this prospectus and after deducting estimated underwriting discounts and commissions and offering expenses payable by us and the application of the net proceeds received by us as described under “Use of Proceeds,” our net tangible book value as adjusted to give effect to this offering on June 30, 2015 would have been $         million, or $         per share. This amount represents an immediate increase in net tangible book value of $         per share to existing stockholders and an immediate and substantial dilution in net tangible book value of $         per share to new investors purchasing shares in this offering at the assumed initial public offering price.

The following table illustrates this dilution on a per share basis:

Dilution is determined by subtracting net tangible book value per share of common stock as adjusted to give effect to this offering, from the initial public offering price per share of common stock.

Assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, a $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase or decrease the net tangible book value attributable to new investors purchasing shares in this offering by $         per share and the dilution to new investors by $         per share and increase or decrease the net tangible book value per share, as adjusted to give effect to this offering, by $         per share.

The following table summarizes, as of June 30, 2015, the differences between the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below is based on              shares of common stock outstanding immediately after the consummation of this offering and does not give effect to the shares of common stock reserved for future issuance under our 2010 Incentive Plan and 2015 Incentive Plan. A total of              shares of common stock have been reserved for future issuance under our 2010 Incentive Plan and 2015 Incentive Plan (after giving effect to this offering). The table below assumes an initial

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public offering price of $         per share, which is the midpoint of the price range set forth on the front cover of this prospectus, for shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us:

If the underwriters were to fully exercise the underwriters’ option to purchase                  additional shares of our common stock, the percentage of shares of our common stock held by existing stockholders who are directors, officers or affiliated persons would be     % and the percentage of shares of our common stock held by new investors would be     %.

Assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, a $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by approximately $         million.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth our summary consolidated financial data for the periods presented. The summary consolidated financial data for the years ended December 31, 2014, 2013 and 2012 and the summary balance sheet data as of December 31, 2014 and 2013 are derived from audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial data for the year ended December 31, 2011, the Successor period from July 30, 2010 through December 31, 2010 and the Predecessor period from January 1, 2010 through July 29, 2010 and the summary consolidated balance sheet data as of December 31, 2012 and 2011 are derived from audited consolidated financial statements which are not included in this prospectus. The summary balance sheet data as of June 30, 2014, December 31, 2010 and July 29, 2010 is derived from unaudited consolidated financial statements which are not included in this prospectus. The summary consolidated financial statement data for the six months ended June 30, 2015 and 2014 and the summary balance sheet data as of June 30, 2015 are derived from our unaudited consolidated condensed financial statements included elsewhere in this prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

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The selected consolidated financial data set forth below should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.