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The current treatment of qualified dividend income and long-term capital gains under current U.S. federal income tax law may be adversely affected, changed or repealed in the future. Further, there is no assurance thatshould the dividends we receive from CHL, MCG and SEW will continue tono longer be treated as qualified dividend income.income, your distributive share of any dividends we receive from such companies will be taxed at the tax rates generally applicable to ordinary income, which could negatively impact your after-tax return.

         Under current law, qualified dividend income and long-term capital gains are taxed to non-corporate investors at a maximum U.S. federal income tax rate of 15%. This tax treatment may be adversely affected, changed or repealed by future changes in tax laws at any time and is currently scheduled to expire for tax years beginning after December 31, 2008. In addition, althoughWe anticipate we currently believe that awill report each shareholder’s distributive share of dividends we receive from SEW should constituteas qualified dividend income, such treatment is not certain andbut it is possible that the Internal Revenue Service, or the IRS, may take a contrary view under existing law or that regulations or other administrative guidance interpreting the qualified dividend income dividend provisions will prevent dividends received by the company from SEW asfrom constituting qualified dividends.dividend income. Further, because the ownership and activities of CHL, MCG and SEW will not be within our control, each of such entities could experience a change of ownership or activities that could result in dividends we receive from such corporations no longer being considered qualified dividend income, and we will be unable to stop such a change from occurring.

Risks Related to Our Initial Businesses and Investments

PendingAtlantic has pending litigation that may not be adequately covered by insurance or indemnity agreements could have a material adverse effect on our liquidity and financial condition.

         Two Atlantic companies, which are part of our airport services business, and one former Atlantic company are defendants in a claim brought by the families of two pilots killed in a plane crash in 2000. The plaintiffs are each seeking $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. The defendant FBO operating company carries liability insurance for an amount of up to $50 million and the other two defendant companies, the current parent of the Atlantic operating company and its former subsidiary, each hold policies for coverage of up to $1 million. In addition, the sale and purchase agreement for Executive Air Support, Inc., the holding company for Atlantic, business provides for a $20 million indemnity which would apply in the event of a judgment for damages against the defendant Atlantic companies. However, there is no assurance the selling shareholders of Atlantic willExecutive Air Support, Inc. may not have sufficient resources to meet their indemnity obligation in the event we seek to claim an amount pursuant to this indemnification provision. We are unable at this time to estimate what the ultimate liability may be, and it is possible that we may be required to pay judgments or settlements, and incur expenses, in excess of the insurance coverage or available indemnity in aggregate amounts that would have a material adverse effect on our financial condition, results of operations or liquidity.

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Any adverse development in the general aviation industry that results in less air traffic at airports serviced by Atlantic willwe service would have a material adverse impact on itsour FBO business.

         A large part of the revenue at FBOs is generated from fuel sales and other services provided to general aviation customers. Air travel and air traffic volume of general aviation customers can be affected by airport-specific occurrences as well as events that have nationwide and industry-wide implications. The events of September 11, 2001 had a significant adverse impact on the aviation industry, particularly in terms of traffic volume due to forced closures, revenue and employment.closures. Immediately following September 11, 2001, thousands of general aviation aircraft were grounded for weeks due to the FAA’s “no-fly zone” restrictions imposed on the operation of aircraft. Airport specific circumstances include situations in which Atlantic’sour major customers relocate their home base or preferred fueling stop to alternative locations. Additionally, the general economic conditions of the area where the airport is located will impact the ability of Atlantic’sour FBOs to attract general aviation customers.customers or generate fuel sales, or both. Significant increases in fuel prices may also may decrease the demand for our services, provided by Atlantic, including refueling services, or result in lower fuel sales margins, leading to lower operating income and profits.or profits, or both.

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         Changes in the general aviation market as a whole may adversely affect our airport services business. General aviation travel is more expensive than alternative modes of travel. Consequently, during periods of economic downturn, FBO customers may choose to travel by less expensive means, which could impact the earnings of Atlantic’sour FBO business. Travel by commercial airlines may become more attractive for general aviation travelers if the cost of commercial airline travel decreases or if the service level improves. Under these circumstances, Atlantic’sour FBOs may lose customers to the commercial air travel market, which may decrease our earnings.

Atlantic’sOur FBO business is subject to a variety of competitive pressures, and the actions of competitors may have a material adverse effect on the revenues of itsour FBO business.

         FBO operators at a particular airport compete based on a number of factors, including location of the facility relative to runways and street access, service, value-added features, and reliability and, to a lesser extent, price. EightEleven of Atlantic’sour FBOs compete with one or more FBOs at their respective airports, and, to a much lesser extent, some of Atlantic’sour FBOs compete with FBOs at nearby airports. We cannot predict the actions of competitors who may seek to increase local market share. Some present and potential competitors have or may obtain greater financial and marketing resources than we do, which may negatively impact our ability to compete at each airport.

         Atlantic’s twoOur six sole provider FBOs do not generally have the right to be the sole provider of FBO services at any of Atlantic’sour FBO locations. The authority responsible for each airport has the ability to grant other FBO leases at the airport and new competitors could be established at those FBO locations. The addition of new competitors is particularly likely if Atlantic iswe are seen to be earning significant profits from itsthese FBO operations. Any such actions, if successful, may reduce, or impair our ability to increase, the revenues of the FBO business.

The termination for cause or convenience of one or more of the leases for Atlantic’s FBOs would damage our airport services business significantly.

         Atlantic’sOur airport services revenues are derived from long-term FBO leases at airports.airports and one heliport. If Atlantic defaultswe default on the terms and conditions of itsour leases, the relevant airport authority may terminate the lease without compensation, and Atlanticwe would then lose the income from that lease, and would be in default under itsour loan agreements and be obliged to repay itsour lenders a portion or all of itsour outstanding loan amount. Atlantic’s FBOsOur leases at Chicago Midway, Philadelphia, North East Philadelphia, and New Orleans International and Orange County and the Metroport 34th Street Heliport in New York City, allow the airportrelevant authority to terminate the lease for convenience, and may require the airport authority to use reasonable efforts to secure an alternative site for the FBO, or the payment of compensation equal to the net book value of the facility.at their convenience. If the airportrelevant authority were to terminate any of those leases, for convenience, Atlanticwe would then lose the income from that lease and be obliged to repay our lenders a portion or all of the then outstanding loan amount.

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Occupancy of Macquarie Parking’s parking facilities is dependent on the level of passenger traffic at the airports at which Macquarie Parking operates.operates and reductions in passenger traffic could negatively impact our results of operations.

         Macquarie Parking’s parking facilities are dependent upon parking traffic primarily generated by commercial airline passengers and are therefore susceptible to competition from other airports and to disruptions in passenger traffic at the airports at which Macquarie Parking operates. For example, the events of September 11, 2001 had a significant impact on the aviation industry and, as a result, negatively impacted occupancy levels at parking facilities. In the first few days following September 11, 2001, revenue from Macquarie Parking’s parking facilities was negligible and did not fully recover until some months after the event. Other events such as wars, outbreaks of disease, such as SARS, and terrorist activities in the United States or overseas may reduce airport traffic and therefore occupancy rates. In addition, traffic at an airport at which Macquarie Parking has facilities may be reduced if airlines reduce the number of flights at that airport.

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Our airport parking business is exposed to competition from both on-airport and off-airport parking.parking, which could slow our growth or harm our business.

         At each of the locations at which Macquarie Parking operates, it competes with both on-airport parking facilities, many of which are located closer to passenger terminals, and other off-airport parking facilities. If an airport expands its parking facilities or if off-airport parking facilities are opened or expanded, customers may be drawn away from Macquarie Parking’s sites or Macquarie Parking may have to reduce its parking rates, or both.

         Parking rates charged by Macquarie Parking at each of its locations are set with reference to a number of factors, including prices charged by competitors and quality of service by on-airport and off-airport competitors, the location and quality of the facility and the level of service provided. Additional sources of competition to Macquarie Parking’s operations may come from new or improved transportation to the airports where Macquarie Parking’s parking facilities are located. Improved rail, bus or other services may encourage Macquarie Parking’s customers not to drive to the airport and therefore negatively impact revenue.

Macquarie Parking has a substantial amount of senior debt due to mature in 2006. The inability to extend, refinance or repay this senior debt when due would have a material adverse effect on that business. In addition, if interest rates increase, the cost of servicing any debt that Macquarie Parking raises to refinance the maturing debt will increase, reducing its profitability and its ability to distribute dividends to us.

         Macquarie Parking has approximately $126 million of senior debt due in 2006. This loan will have to be extended, refinanced on that date or repaid. We cannot assure you that a replacement loan will be available. If available, a replacement loan may only be available at a substantially higher interest rate or margin or with substantially more restrictive covenants. Either event may limit the operational flexibility of Macquarie Parking and its ability to upstream dividends and distributions. We also cannot assure you that we or the other owners of the business will be able to make capital contributions to repay some or all of the debt if required. If Macquarie Parking is unable to repay its debt when due, it would become insolvent. If interest rates increase, Macquarie Parking will pay higher rates of interest on any debt that it raises to refinance the senior debt, thereby reducing its profitability and, consequently, having an adverse impact on its ability to distribute dividends to us.

Changes in regulation by airport authorities or other governmental bodies governing the transportation of customers to and from the airports at which Macquarie Parking operates may negatively affect our operating results.

         Macquarie Parking’s shuttle operations transport customers between the airport terminals and its parking facilities and are regulated by, and are subject to, the rules and policies of the relevant local airport authority, which may be changed at their discretion. Some airport authorities levy fees on off-airport parking operators for the right to transport customers to the terminals. There is a risk that airport

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         Further, the FAA and the Transportation Security Administration, or TSA, regulate the operations of all the airports at which our airport parking business has locations. The TSA has the authority to restrict access to airports as well as to impose parking and other restrictions around the airports. The TSA could impose more stringent restrictions in the future that would inhibit the ability of customers to use Macquarie Parking’s facilities.

Pursuant to the terms of a use agreement between Thermal Chicago and the City of Chicago, the City of Chicago has rights that, if exercised, could have a significant negative impact on Thermal Chicago’s business.

In order to operate our district cooling system in downtown Chicago, Thermal Chicago has obtained the right to use certain public ways of the City of Chicago under a use agreement, which we refer to as the Use Agreement. Under the terms of the Use Agreement, the City of Chicago retains the right to use the public ways for a public purpose and has the right in the interest of public safety or convenience to cause Thermal Chicago to remove, modify, replace or relocate its facilities at our own expense. If the City of Chicago exercises these rights we could incur significant costs and our ability to provide service to our customers could be disrupted, which would have an adverse effect on our business, financial condition and results of operations. In addition, the Use Agreement is non-exclusive, and the City of Chicago is entitled to enter into use agreements with potential competitors to Thermal Chicago.

The Use Agreement expires on December 31, 2020 and may be terminated by the City of Chicago for any uncured material breach of its terms and conditions. The City of Chicago also may require us to pay liquidated damages of $6,000 a day if Thermal Chicago fails to remove, modify, replace or relocate its facilities when required to do so, if it installs any facilities that are not properly authorized under the Use Agreement or if our district cooling system does not conform to the City of Chicago’s standards. Each of these non-compliance penalties could result in substantial financial loss or effectively shut down our district cooling system in downtown Chicago.

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Any proposed renewal, extension or modification of the Use Agreement requires approval by the City Council of Chicago. Extensions and modifications subject to the City of Chicago’s approval include those to enable the expansion of chilling capacity and the connection of new customers to the district cooling system. The City of Chicago’s approval is contingent upon the timely filing of an Economic Disclosure Statement, or EDS, by us and each of the beneficial owners of ten percent or more of the shares of trust stock. If any of these investors fails to file a completed EDS form within 30 days of the City of Chicago’s request or files an incomplete or inaccurate EDS, the City of Chicago has the right to refuse to provide the necessary approval for any extension or modification of the Use Agreement or to rescind the Use Agreement altogether. If the City of Chicago declines to approve extensions or modifications to the Use Agreement, we may not be able to increase the capacity of our district cooling system and pursue our growth strategy for Thermal Chicago. Furthermore, if the City of Chicago rescinds or voids the Use Agreement, our district cooling system in downtown Chicago would be effectively shut down and our business, financial condition and results of operations would be materially and adversely affected as a result.

Our ten percent investors will be required to comply with certain disclosure requirements of the City of Chicago and non-compliance may result in the City of Chicago’s rescission or voidance of the Use Agreement and any other arrangements Thermal Chicago may have with the City of Chicago at the time of the non-compliance.

In order to secure approval of our acquisition of Thermal Chicago in advance of the closing of this offering, we have agreed with the City of Chicago that any person who acquires ten percent or more of the shares of trust stock in this offering would be required to make a number of representations to the City of Chicago by filing a completed EDS. Our LLC agreement and our trust agreement require that in the event that we need to obtain approval from the City of Chicago in the future for any specific matter, including to expand the district cooling system or to amend the Use Agreement, we and each of our then ten percent investors would need to submit an EDS to the City of Chicago within 30 days of the City of Chicago’s request. In addition, our LLC agreement and our trust agreement require each ten percent investor to provide any supplemental information needed to update any EDS filed with the City of Chicago as required by the City of Chicago and as requested by us from time to time.

         Any EDS filed by a ten percent investor may become publicly available. By completing and signing an EDS, a ten percent investor will have waived and released any possible rights or claims which it may have against the City of Chicago in connection with the public release of information contained in the EDS and also will have authorized the City of Chicago to verify the accuracy of information submitted in the EDS. The requirements and consequences of filing an EDS with the City of Chicago will make compliance with the EDS requirements difficult for our ten percent investors. If a ten percent investor fails to provide us and the City of Chicago with the information required by an EDS, we will have the right to seek specific performance by such ten percent investor under the terms of our LLC and trust agreements. However, any action for specific performance we bring may not be successful in securing timely compliance of every ten percent investor with the EDS requirements.

         If any ten percent investor fails to comply with the EDS requirements on time or the City of Chicago determines that any information provided in any EDS is false, incomplete or inaccurate, the City of Chicago may rescind or void the Use Agreement or any other arrangements Thermal Chicago has with the City of Chicago and pursue any other remedies available to them under the Use Agreement. If the City of Chicago rescinds or voids the Use Agreement, our district cooling system in downtown Chicago would be effectively shut down and our business, financial condition and results of operations would be adversely affected as a result.

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Thermal Chicago may not be able to fully pass increases in electricity costs through to its customers, thereby resulting in lowered operating income. This risk may be increased by the deregulation of electricity markets in Illinois scheduled for January 1, 2007, which may result in higher and more volatile electricity prices.

The cost of electricity is the largest operating cost of Thermal Chicago, comprising 40% of direct expenses in 2003. Thermal Chicago attempts to pass through increases in electricity costs to its customers by partially indexing what it charges its customers for services to a market index for the cost of electricity in the geographic region in which it operates, which we refer to as the market index. However, the prices that Thermal Chicago actually pays for electricity may increase by more than the market index, reducing its profitability. Electricity markets in Illinois are currently scheduled to be deregulated on January 1, 2007. At present, electricity prices in Illinois are effectively frozen and it is likely that, once deregulation occurs, electricity prices will increase and become more volatile, increasing the potential for Thermal Chicago’s actual electricity costs to increase more than the market index, which could adversely affect our and Thermal Chicago’s results of operations.

If certain events within or beyond the control of our district energy business occur, our district energy business may be unable to perform its contractual obligations to provide chilling and heating services to its customers. If, as a result, its customers elect to terminate their contracts, our district energy business may suffer loss of revenues. In addition, our district energy business may be required to make payments to such customers for damages.

In the event of a shutdown of one or more of our district energy business’ plants due to operational breakdown, strikes, the inability to retain or replace key technical personnel or events outside its control, such as an electricity blackout, or unprecedented weather conditions in Chicago, our district energy business may be unable to continue to provide chilling and heating services to all of its customers. As a result, our district energy business may be in breach of the terms of some or all of its customer contracts. In the event that such customers elect to terminate their contracts with our district energy business as a consequence of their loss of service, its revenues may be materially adversely affected. In addition, under a number of contracts, our district energy business may be required to pay damages to a customer in the event that a cessation of service results in loss to that customer.

Northwind Aladdin currently derives approximately 90% of its revenues from a contract with a single customer, the Aladdin resort and casino that emerged from bankruptcy. If this customer were to enter into bankruptcy again, our contract may be amended or terminated and we may receive no compensation, which could result in the loss of our investment in Northwind Aladdin.

Northwind Aladdin derives approximately 90% of its revenues from a contract with the Aladdin resort and casino in Las Vegas to supply cold and hot water and back-up electricity. The Aladdin resort and casino emerged from bankruptcy immediately prior to MDE’s acquisition of Northwind Aladdin and during the course of those proceedings, the contract with Northwind Aladdin was amended to reduce the payment obligations of the Aladdin resort and casino. If the Aladdin resort and casino were to enter into bankruptcy again and a cheaper source of the services that Northwind Aladdin provides can be found, our contract may be terminated or amended. This could result in a total loss or significant reduction in our income from Northwind Aladdin, for which we may receive no compensation.

Our toll road business’ revenues may be adversely affected if traffic volumes remain stable or decline.

         Since the shadow toll revenues payable by the U.K. government’s Secretary of State for Transport, or the Transport Secretary, are linked to the volume of traffic using Yorkshire Link, our toll road business’ revenues will be adversely affected if traffic volumes decline. A decline in traffic volume could result from a number of factors, including recession, increases in fuel prices, attractive alternative transport routes or improvements in public transportation.

         In addition, pursuant to the formulas provided by the terms of the concession, shadow toll revenues will decrease through time if there is no growth in traffic volume. The magnitude of the decrease

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         Also, the concession provides for a significant reduction in the shadow toll revenues payable by the Transport Secretary from 2014.

The Transport Secretary may terminate the concession without compensation to our toll road business or with insufficient compensation.compensation, which would reduce the value of our investment and negatively affect our operating results.

         If our toll road business defaults on its obligations set out in the concession, the Transport Secretary may terminate the concession without compensation to our toll road business. Even if our toll road business does not default on its obligations under the concession, the Transport Secretary may terminate the concession in the event that:

	•	the performance of the concession becomes impossible without the exercise of a statutory power by the Transport Secretary;
	•	the Transport Secretary chooses not to exercise that power following a request from our toll road business; and
	•	our toll road business and the Transport Secretary fail to agree on an alternative means of performance within a period of 90 days.

         We are unable to predict if or when such circumstances might occur. The concession also may be terminated by the Transport Secretary in certain other circumstances, including an event offorce majeure. While our toll road business isThe compensation required to be compensatedpaid in such circumstances the compensation paid may be insufficient for us to recover our full investment in our toll road business. Failure to compensate our toll road business in the event of termination may result in the value of our investment in our toll road business being reduced to nothing since our toll road business would likely default on its debt obligations in these circumstances.

We share control of our toll road business equally with our partner Balfour Beatty and, as a result, are not in a position to control operations, strategies or financial decisions without the concurrence of Balfour Beatty.

         We will hold a 50% interest in our toll road business and the remaining 50% is held by Balfour Beatty. We are not in a position to control operations, strategies or financial decisions without the agreement of Balfour Beatty. Conflicts may arise in the future between our business objectives and those of Balfour Beatty. If this were to occur, decisions to take action necessary, in our view, for the proper management of the business might not be made.

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MCG’s sole investment presently relies upon two key customers. If contracts with these customers were terminated and Broadcast Australia was not adequately compensated, or if the contracts were not renewed, MCG’s revenues would be significantly reduced.

         MCG’s only investment at present is 100% ownership of Broadcast Australia. Broadcast Australia’s two key customers are the government-owned national broadcasters, the Australian Broadcasting Corporation, or the ABC, and Special Broadcasting Service, or SBS, which together accounted for approximately 87% of Broadcast Australia’s total revenue in its fiscal year ended June 30, 2003.2004. ABC and SBS both currently receive Australian government funding to provide transmission services, but that funding could be reduced or withdrawn. Broadcast Australia has entered into a series of long-term contracts with ABC and SBS, with terms generally ending between 2008 and 2024. If these contracts are terminated and Broadcast Australia is not adequately compensated, or the contracts are not renewed at their expiration, Broadcast Australia’s operations would be materially adversely affected.

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A change in the ownership of the ABC or SBS may cause Broadcast Australia to be in default under its loan agreements, which would adversely affect dividends paid by MCG to us.

         An event of default occurs under Broadcast Australia’s loan agreements if the Australian government ceases to own more than 50% of the issued shares of the Australian Broadcasting Corporation and if Broadcast Australia’s medium-term notes have not been repaid within 270 days, or if the Australian government ceases to own or control more than 50% of the issued shares of the ABC or Special Broadcasting Service and this has a material adverse effect on Broadcast Australia’s ability to perform its obligations under the loan agreements. If such an event of default occurs, it will adversely affect the amount of dividends paid by MCG to us.

SEW’s revenues are subject to regulation and SEW may receive unfavorable treatment from U.K. regulatory authorities.authorities, which could negatively impact its revenue in the future.

         As the sole water-only supplier in its service areas, prices that SEW charges for its services are subject to review and approval every five years by The Office of Water Services, or Ofwat, the water regulator for England and Wales. SEW’s proposed pricing for the period from April 1, 2005 to March 31, 2010 is currently under review. The final outcome of this review and future reviews is uncertain. In the event that Ofwat were to deny recovery of certain operating expenses and/or capital expenditures through the prices that SEW charges for its services, or were to determine that a reduced return on invested capital should be allowed, there would be a negative impact on the future revenues of SEW.

SEW is dependent on the availability of water supplies and, if required to increase supply beyond the expected levels, could incur substantial costs, which, despite the existence of interim pricing review mechanisms, may not be adequately compensated.

         SEW requires sufficient water to supply its customer base. The availability of water is subject to, among other things, SEW continuing to benefit from water abstraction licenses, contractual arrangements for the supply of water from neighboring water companies, investment in increasing water resources to match customer growth and short-term issues affecting water supply, such as drought. Ofwat has placed SEW, along with other southern water companies, in the lowest quartile in terms of water security of supply. In the event of water shortage, SEW will be exposed to additional costs and reputational damage. There are significant uncertainties beyond SEW’s control affecting the amount of water resources, including climate change, the amount of annual rainfall, the rate of house building and industrial development in SEW’s service areas and other factors. If SEW is required to increase supply beyond the expected levels, it could incur substantial costs, which, despite the existence of interim pricing review mechanisms, may not be adequately compensated.

Risks Related to This Offering

There is no public market for the shares and youshares. You cannot be certain that an active trading market or a specific share price will be established.established, and you may not be able to resell your shares at or above the initial offering price.

         We intend to applyhave applied to list the shares on the New York Stock Exchange or to have the shares quoted on the Nasdaq National Market.Exchange. However, there currently is no public trading market for the shares, and an active trading market may not develop upon completion of this offering or continue to exist if it does develop. The market price of the shares may also decline below the initial public offering price. The initial public offering price per share will be determined by agreement among us and the representatives of the underwriters, and may not be indicative of the market price of the shares after our initial public offering.

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Future sales of shares may affect the market price of the trust stock.

         We cannot predict what effect, if any, future sales of our shares, or the availability of shares for future sale, will have on the market price of our shares. Sales of substantial amounts of our shares in the public market following our initial public offering, or the perception that such sales could occur, could

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         We and our Manager have agreed that, with limited exceptions, we and they will not directly or indirectly, without the prior written consent of Merrill Lynch & Co.and Citigroup Global Markets Inc., on behalf of the underwriters, offer to sell, sell or otherwise dispose of any of our shares for a period of 180 days after the date of this prospectus.

The market price and marketability of our shares may from time to time be significantly affected by numerous factors beyond our control, which may adversely affect our ability to raise capital through future equity financings.

         The market price of our shares may fluctuate significantly. Factors, many of whichMany factors that are beyond our control may significantly affect the market price and marketability of our shares whichand may adversely affect our ability to raise capital through equity financings. These factors include the following:

	•	price and volume fluctuations in the stock markets generally;
	•	significant volatility in the market price and trading volume of securities of registered investment companies, business development companies or companies in our sectors, which may not be related to the operating performance of these companies;
	•	changes in our earnings or variations in operating results;
	•	any shortfall in revenue or net income or any increase in losses from levels expected by securities analysts;
	•	changes in regulatory policies or tax guidelines;law;
	•	operating performance of companies comparable to us;
	•	general economic trends and other external factors; and
	•	loss of a major funding source.

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FORWARD-LOOKING STATEMENTS

         This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. We may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” “will,” or “may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this prospectus are subject to a number of risks and uncertainties, some of which are beyond our control, including, among other things:

	•	our ability to successfully operate the businesses on a combined basis, and to effectively integrate any future acquisitions;
	•	our ability to make and finance future acquisitions, including, but not limited to, the acquisitions described in this prospectus;
	•	our ability to implement our operating and internal growth strategies;
	•	the regulatory environment in which our initial businesses operate, rates implemented by regulators of our businesses, including Ofwat, and our relationships with governmental agencies and authorities;
	•	changes in the current treatment of qualified dividend income and long-term capital gains under current U.S. federal income tax law;
	•	decisions made by persons who control our initial investments and jointly control CHL, including decisions regarding dividend policies;
	•	our holding company structure, which may limit our ability to meet our dividend policy;
	•	extraordinary orforce majeureevents affecting the facilities of our businesses and investments;
	•	changes in patterns of commercial or general aviation air travel, or automobile usage, including the effects of changes in airplane fuel and gas prices;
	•	foreign exchange fluctuations;
	•	changes in general economic or business conditions or economic or demographic trends in the United States and other countries in which we have a presence, including changes in interest rates and inflation; and
	•	costs and effects of legal and administrative proceedings, settlements, investigations and claims.

         Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. A description of known risks that could cause our actual results to differ appears under the caption “Risk Factors” and elsewhere in this prospectus. Additional risks of which we are not currently aware could also cause our actual results to differ.

         In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this prospectus may not occur. These forward-looking statements are made as of the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements after the completion of this offering, whether as a result of new information, future events or otherwise, except as required by law.

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USE OF PROCEEDS

         We estimate that our net proceeds from the sale of               shares in this offering will be approximately $              (approximately $              if the underwriters’ overallotment option is exercised in full) based on the expected initial public offering price of $              per share and after deducting underwriting discounts and commissions and our estimated offering expenses. In addition, our Manager has agreed to purchase                shares at a price equal to the initial offering price per share in a separate, private placement transaction concurrently with, and conditioned upon, the completion of this offering.

         We intend to use the net proceeds from this offering to pay the equity purchase price and related costs of our acquisitions of our initial businesses and investments. The table below summarizes the expected sources and uses of the proceeds from this offering: