Investor Relations

REPRESENTATIONS OF PURCHASERS

Because of the following restrictions pursuant to Section 11 of the Form of the Action Establishing the Terms of the Series A Income Preferred Securities, attached as Annex A to the Form of Limited Liability Company Agreement attached hereto as Appendix A, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the securities offered hereby.

Each beneficial owner of Series A Preferred Shares (each a “Holder” and collectively the “Holders”) will be deemed to have represented and agreed to the following representations or, in the case of purchases by an agent or fiduciary acting for the beneficial owner, will be deemed to have confirmed on behalf of such beneficial owner the accuracy of the following representations.

In addition, each Holder who purchases Series A Preferred Shares in this offering from the initial purchasers and holds its Series A Preferred Shares in book-entry form through the Depository Trust Company (“DTC”) as a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A must deliver a Purchaser’s Representation Letter (QIB Investor), substantially in the form attached as Appendix D-1 to this offering memorandum, executed by or on behalf of the Holder. The Purchaser’s Representation Letter will include the following written representations, agreements and acknowledgments relating to the transfer restrictions described in this offering memorandum upon which Crowley and the Issuer will rely. Terms used herein and in the Purchaser’s Representation Letter that are defined in Rule 144A under the Securities Act (“Rule 144A”) or the Investment Company Act of 1940, as amended (the “Investment Company Act’) are used herein as defined therein:

(1) Holder understands that each beneficial owner of Series A Preferred Shares (as determined for U.S. federal income tax purposes) must have undivided beneficial ownership (as determined for U.S. federal income tax purposes) of at least 2,000 Series A Preferred Shares, including after giving effect to any sale, transfer or other disposition of Series A Preferred Shares following the closing of the initial offering of the Series A Preferred Shares, and as adjusted to reflect redemptions of the Series A Preferred Shares.

(2) Holder understands that any sale, transfer or other disposition of the Series A Preferred Shares, whether direct or indirect, or any other arrangement (including by providing exposure through a derivative or otherwise) that results in another person being treated as a beneficial owner of the Series A Preferred Shares (as determined for U.S. federal income tax purposes) shall, to the fullest extent permitted by law, be of no force and effect, be void ab initio and not operate to transfer any rights to the transferee, notwithstanding any instructions to the contrary to the Issuer, unless, after giving effect to such transaction, the transferee has undivided beneficial ownership (as determined for U.S. federal income tax purposes) of at least 2,000 shares, and the transferor either no longer beneficially owns any Series A Preferred Shares or retains undivided beneficial ownership of at least 2,000 shares (in each case, as adjusted to reflect redemptions of Series A Preferred Shares).

(3) Holder certifies that (i) it is not a partnership, grantor trust or an S corporation (or treated as any of the foregoing for U.S. federal income tax purposes (each a “Pass-Through Entity”), (ii) it is a Pass-Through Entity, but after its acquisition of Series A Preferred Shares, less than fifty percent of the aggregate value of its assets will consist of Series A Preferred Shares, or (iii) it cannot certify as to clause (i) or (ii), but it is not being used by the persons that hold equity interests in Holder to acquire the Series A Preferred Shares in order to permit Crowley to satisfy the 100-partner limitation contained in U.S. Treasury regulation section 1.7704-1(h)(1)(ii).

(4) Holder certifies to each of the following: (i) it is a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A, (ii) it is purchasing the Series A Preferred Shares from one or more of the Initial Purchasers only for its account or for the account of another entity that is a QIB, (iii) it is not a broker-dealer which owns and invests on a discretionary basis less than U.S. $25 million in securities of unaffiliated issuers and (iv) it is not a participant-directed employee plan, such as a plan described in subsections (a)(l)(i)(D), (E) or (F) of Rule 144A.

(5) Holder certifies that it is a “qualified purchaser” (a “QP”) within the meaning of Section 2(a)(51) and related rules of the Investment Company Act.

(6) Holder understands that, subject to certain exceptions, to be a QP, it must have $25 million in “investments” as defined in Rule 2a51-1 of the Investment Company Act.

(7) Holder understands that the securities offered hereby have not been and will not be registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (A) to a person whom Holder reasonably believes is a QIB, a QP and a U.S. Person (as defined in “Certain United States Federal Income Tax Considerations”) in a transaction meeting the requirements of Rule 144A and (B) by subsequent investors, as set forth in (A) above, in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, if applicable.

(8) Holder: (i) either: (A) is not a government plan, foreign plan, church plan or other plan subject to law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), or (B) its purchase and holding of the Series A Preferred Shares or interests therein will not constitute or result in a non-exempt violation of a Similar Law; and (ii) if Holder is a Section 3(c)(1) or Section 3(c)(7) investment company, (x) if Holder was formed on or before April 30, 1996, we have received the necessary consent from our beneficial owners as required by the Investment Company Act and (ii) such Holder will not after the proposed purchase beneficially own ten percent or more of the total number of outstanding Series A Preferred Shares (excluding the effect of any reduction in outstanding shares resulting from any partial redemption or retirement by the Issuer).

(9) Holder was not formed for the purpose of investing in the Issuer except where each of the beneficial owners of Holder is a QIB, a QP and a U.S. Person and has undivided beneficial ownership (as determined for U.S. federal income tax purposes) of at least 2,000 Series A Preferred Shares.

(10) Holder acknowledges that the Issuer may receive a list of beneficial owners of the Series A Preferred Shares who hold their shares through participants in one or more book-entry depositories.

(11) Holder does not invest 40% or more of its total assets in the Series A Preferred Shares.

(12) Holder’s shareholders, partners or other holders of equity or beneficial interests are not able to decide individually whether or not to participate, or to determine the extent of their participation, in Holder’s investment in the Series A Preferred Shares, and Holder is not a defined contribution or other similar benefit plan that allows participants to determine whether or how much will be invested in investments on their behalf.

(13) Holder acknowledges that the Series A Preferred Shares are being offered only in a transaction not involving any public offering within the meaning of the Securities Act. The securities have not been and will not be registered under the Securities Act or the securities laws of any jurisdiction and the Issuer has not been and will not be registered under the Investment Company Act. Holder acknowledges that no representation is made by the Issuer as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Series A Preferred Shares or interests therein.

(14) Holder has received a copy of this offering memorandum relating to the offering of the Series A Preferred Shares described therein (the “Offering Memorandum”). Holder understands and agrees that this Offering Memorandum speaks only as of its date and that the information contained therein may not be correct or complete as of any time subsequent to that date. Further, Holder understands and acknowledges that this Offering Memorandum is personal to Holder and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Series A Preferred Shares.

(15) Holder is not purchasing the Series A Preferred Shares with a view to any resale or distribution thereof.

(16) Holder acknowledges that no person has been authorized to give any information or to make any representation concerning the Issuer, Crowley or the Series A Preferred Shares other than those contained in this Offering Memorandum and, if given or made, such other information or representation was not relied upon in making its decision to invest in the Series A Preferred Shares.

(17) Holder has the legal power, authority and right to purchase the Series A Preferred Shares.

(18) Holder has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in and holding the Series A Preferred Shares.

(19) Holder understands that there is no market for the Series A Preferred Shares and there is no assurance that such a market will develop. The Initial Purchasers do not intend to make a market in the Series A Preferred Shares and, to the extent that such market making is commenced by the Initial Purchasers, it may be discontinued at any time, and there is no assurance that a secondary trading market for the Series A Preferred Shares will develop and Holder must be able to bear the risks of holding the shares until they are no longer outstanding.

(20) Holder understands that none of the SEC, any state securities commission or any other regulatory authority has approved or disapproved of the Series A Preferred Shares or determined that this Offering Memorandum is accurate or complete.

(21) Holder acknowledges that it may not be able to ever resell a Series A Preferred Share under Rule 144 under the Securities Act.

(22) Holder represents and warrants that Holder is a U.S. Person (as defined in “Certain United States Federal Income Tax Considerations”) and will deliver to the Issuer an executed IRS Form W-9.

(23) Holder represents and warrants that it will not transfer the Series A Preferred Shares except to a transferee who can make the same representations and agreements as described in this “Notice to Investors,” and Holder will provide each subsequent transferee a notice of the restrictions on transfer of such securities.

Each Holder that is not certifying as to QIB status, but rather is an “accredited investor” as set forth in Rule 501 promulgated under the Securities Act and who purchases Series A Preferred Shares in the form of a definitive certificated security must deliver a Purchaser’s Representation Letter (Non-QIB Accredited Investor), substantially in the form attached as Appendix D-2 to this offering memorandum, executed by or on behalf of the Holder. The representations contained in that letter are similar to the above representations set forth above except with respect to certifications as to accredited investor status rather than QIB status and certain additional transfer restrictions and requirements as set forth in Appendix D-2.

Each initial purchaser and each subsequent transferee of this security or any beneficial interests herein will be deemed to represent that it agrees to comply with the transfer restrictions set forth herein and will not transfer the Series A Preferred Shares or any beneficial interests therein except to a transferee who can make the same representations and agreements on behalf of itself and each account for which it is purchasing. To the fullest extent permitted by law, any transfer of the Series A Preferred Shares, or beneficial interest in the shares, in violation of the foregoing will be of no force and effect and will be null and void ab initio and will not operate to transfer any rights, notwithstanding any instructions to the contrary to the Issuer.
 
If any Series A Preferred Shares were acquired by a person that is determined not to have been a QIB (or an accredited investor for shares directly purchased in definitive certificate form), a QP and a U.S. Person at the time of acquisition, the Issuer has the right to require such holder to sell such shares to a purchaser who is a QIB (or an accredited investor for shares directly purchased in definitive certificate form), a QP and a U.S. Person. The Issuer also has the right to refuse to honor a transfer to a person who is not a QIB (or an accredited investor for shares directly purchased in definitive certificate form), a QP and a U.S. Person.

Crowley, the Issuer and the initial purchasers have made no representations with respect to, and the initial purchasers have not assumed any responsibility for, (i) the registration of any securities or the availability of any exemption from the registration requirements of the Securities Act with respect to offers, sales and deliveries of the Series A Preferred Shares by Holders or (ii) the circumstances under which the Series A Preferred Shares may lawfully be offered, sold or delivered by Holders.

In addition, no action has been, or will be taken by the Issuer, Crowley or the initial purchasers that would permit a public offering of the Series A Preferred Shares, or the possession or distribution of this Offering Memorandum or any amendment or supplement hereto, or any other offering material relating to the Series A Preferred Shares in any jurisdiction where action for any such purpose may be required.

Prospective investors should rely only on the information contained in this Offering Memorandum. No person is authorized by the Issuer, Crowley or the Initial Purchasers in connection with the offering made hereby to give any information or to make any representation other than as contained in this Offering Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized by any of the Issuer, Crowley or the Initial Purchasers.

October 30, 2015, the Series A Liquidation Preference Amount (as defined in the Action) of the Series A Preferred Shares automatically increased from $1,035.9873 to $1,041.1673 per Series A Preferred Share pursuant to the terms of Section 2(b)(1) of the Action, which increase we refer to as the “PIK Dividend”.  Crowley has included the current PIK Dividend in this notice as a matter of convenience only.  The actual PIK Dividend periodically added to the Series A Liquidation Preference Amount and the corresponding adjusted amount is determined by the formula included in the terms of the Series A Preferred Shares set forth in the Action.  The Action sets forth the terms of the Series A Preferred Shares, including, but not limited to, the number, voting powers, designation, preferences and the qualifications, limitations or restrictions of, and other matters related to the Series A Preferred Shares.