As filed with the Securities and Exchange Commission on July 14,21, 2014

Registration No. 333-194848

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 34

TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SIRVA, Inc.

(Exact name of registrant as specified in its charter)

One Parkview Plaza

Oakbrook Terrace, IL 60181

(630) 570-3050

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Thomas Oberdorf

Chief Financial Officer

One Parkview Plaza

Oakbrook Terrace, IL 60181

(630) 570-3050 (Phone)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

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

Large accelerated filer  ¨        Accelerated filer  ¨        Non-accelerated filer  x        Smaller reporting company  ¨

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

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholdersWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling stockholders are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Dated July 14,21, 2014

11,562,500 Shares

SIRVA, Inc.

Common Stock

SIRVA, Inc. is offering shares of common stock and the selling stockholders are offering11,562,500 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares of common stock. We expect the public offering price to be between $$15.00 and $$17.00 per share.

We have applied to list our common stock on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “SRVA.”

Investing in our common stock involves risks. See ‘‘Risk Factors’’ beginning on page 21.22.

Price $         A SHARE

We have granted the underwriters the right to purchase an additional 1,734,375 shares of common stock from us at the initial public offering price, less underwriting discounts and the selling stockholders have granted the underwriters the rightcommissions, to purchase an additional              shares of common stock.cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about                     , 2014.

                    , 2014.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free-writing prospectus we may authorize to be delivered or made available to you. Neither we the selling stockholders nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we the selling stockholders nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We the selling stockholders and the underwriters (or any of our or their respective affiliates) are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospectus may have changed since that date.

Trademarks and Trade Names

We own or have the rights to use various trademarks, service marks and trade names referred to in this prospectus, including, among others, SIRVA, SIRVA Relocation, Allied, northAmerican, iMove.com and their respective logos. Solely for convenience, we refer to trademarks, service marks and trade names in this prospectus without the ™,^SM and^® symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks, service marks and trade names. Other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

Market and Industry Information

Market data and industry information used throughout this prospectus is based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of sources, including IBISWorld Inc., Information Week, PwC Talent Mobility 2020, Workforce Management, Worldwide ERC and the American Moving and Storage Association. All of the market data and industry information used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

Until                     , 2014 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

ii

corporations even in challenging or undeveloped markets while maintaining an asset-light structure. We actively manage our agent, franchise and third-party provider network, enabling us to deliver a consistent quality of service. We also maintain the ability to provide select services directly through our in-house experts to control sensitive aspects of a relocation. For example, our employees provide increased safety for the transferee’s family and protection over their personal information by directly delivering services in many challenging or developing countries, which we believe provides us with a competitive advantage.

Our Decades of Experience

We believe our expertise in mobility services and our extensive global experience servicing the corporate human resources departments of Global Fortune 500, mid-size companies and small businesses enables us to accurately anticipate the complexities inherent in any mobility event. We typically review and update our customers’ mobility policy as a key aspect of on-boarding a new customer. We apply our expertise to establish our proprietary mobility processes and robust technological capabilities, and combine them with our employees’ knowledge of, and experience in, the complex technical, logistical and technological components in mobilizing talent around the world. Our employees are highly trained, and our team of relocation and moving experts includes individuals who hold the Certified Relocation Professional designation and the Global Mobility Specialist designation, each granted by Worldwide ERC, and who are certified public accountants and licensed real estate brokers. In addition to providing an enhanced transferee experience and better control, we believe our expertise reduces the risk of non-compliance with laws in different geographies. This helps prevent some of the most critical and costly errors for our customers, such as the deportation of a transferred executive due to an unforeseen visa issue or tax compliance problems in the United States or a foreign country due to inaccurate reporting.

A Leading Technology Capability

Our technology platform is integrated with our customers’ human resources departments, our agent/franchise network and our third-party providers. As of December 31, 2013, we employed 140 full-time technology professionals to develop, maintain and support our technology platforms and services. We have developed an extensive knowledge of the technologies deployed for mobility solutions, which has enabled us to design and build our technology and deploy it to our customers. Our proprietary global assignment platform, SIRVA Connect, provides us with the ability to estimate costs for a move, initiate a transaction, measure and track progress and manage key aspects of a mobility event, as well as collaborate with human resources departments. Transferees are also able to manage their transfer, allowing them to track the movement of their household goods and view and request additional mobility services directly via our platform, which is accessible on the transferee’s laptop, tablet or mobile device. We have the ability to update our technology independently of the corporate IT departments with which we integrate, giving us the freedom to update and innovate our platform on our own schedule.

Our Well-Recognized Global Brands

 

We market the SIRVA brand to human resource professionals globally. We also own two of the top brands in moving services in the United States and Canada—Allied and northAmerican. According to the 2013 Workforce Management Relocation Hotlist, SIRVA held a 19% share globally in relocation services in 2013. In 2013, we were a market leader in U.S. relocation services according to IBISWorld.

 

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider carefully the following risks and all of the other information contained in this prospectus, including our consolidated financial statements and related notes to such statements, before investing in our common stock. If any of the following risks actually occur, it could have a material adverse effect on our business, financial condition and results of operations. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We face intense competition in each of our operating segments and, if we are unable to compete successfully, it could have a material adverse effect on our business, financial condition and results of operations.

Our industry is highly competitive, highly fragmented and subject to rapid change. We believe that the principal competitive factors in our markets are the quality of the transferee experience, the ability to integrate with customer technology, global and local presence, scope of expertise, the capacity to handle a large volume of initiations and cost competitiveness. Across our operating segments, we compete with a variety of foreign and domestic companies, some of which have greater resources (financial or otherwise), larger customer bases, greater experience and more brand recognition than we do. In addition, some of our competitors who do not have global service capabilities may expand their services to countries in which we are located, which could result in increased competition for employees and could adversely impact our competitive position. New competitors could emerge that have stronger competitive positions as a result of the strategic consolidation of smaller competitors or of companies that each provides different or more comprehensive services or that service different industries. Our top competitors for large multi-national corporations include Cartus Corporation, Brookfield Global Relocation Services and Weichert Relocation Resources. We also compete with single service providers, including a wide variety of real estate brokers, moving companies, accounting firms, mortgage firms, destination service providers and business process outsourcing firms. Our Allied and northAmerican agent networks compete domestically with Unigroup Inc. (the operator of United Van Lines LLC and Mayflower Transit, LLC), Atlas World Group, Graebel Companies, Inc. and Wheaton Van Lines, Inc. Our agent network also faces competition from smaller independent movers, self-storage companies and self-haul service providers. In addition, in international markets our competitors include the Asian Tigers Group, Crown Relocations, Grace Removals Group, Santa Fe Transports Intl. Ltd, Sterling International Group and WridgWays.

As the mobility services business becomes more global in nature with a greater emphasis on relocation of employees throughout the world, we will face additional competition from firms that provide services on an international basis. Increased competition in the mobility services industry and potential new entrants into this industry may result in lower prices and volumes, higher costs for experienced personnel and lower profitability. If we are unable to compete successfully in this highly competitive industry, it could have a material adverse effect on our business, financial condition and results of operations.

Adverse conditions in the global economy or in global financial markets could have a material adverse effect on our business, financial condition and results of operations.

Our business, financial condition and results of operations have been, and will continue to be, affected by global economic conditions. From time to time, the global economy and financial markets have experienced downturns stemming from a multitude of factors, including adverse credit conditions impacted by concerns about sovereign debt, the housing and mortgage crisis, slower or receding economic activity, concerns about inflation and deflation, fluctuating energy costs, high unemployment, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, liquidity concerns and other factors. Although recent economic data has suggested the beginning of a global financial recovery, the severity or length of time these

economic and financial market conditions may persist is unknown and there could be a further deterioration in financial markets and confidence in major economies. During challenging economic times and in tight credit markets many customers may delay or reduce their spending generally, and specifically their spending on mobility-related benefits. This could result in reductions in sales of our mobility services, longer sales cycles and increased pressure to decrease prices. These results may persist even if economic or financial market conditions improve. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

In addition, continued uncertainty in the stock and credit markets may negatively affect our ability to access additional short-term and long-term financing, including future securitization transactions, on reasonable terms or our ability to attain additional short-term and long-term financing at all, which would have a material adverse impact on our liquidity and financial condition. In addition, if one or more of the financial institutions that support our credit facilities fails, we may not be able to find a replacement, which would negatively impact our ability to borrow under our credit facilities. Disruptions in the financial markets also may adversely affect our credit rating and the market value of our common stock. If the current pressures on credit continue or worsen, we may not be able to refinance, if necessary, our outstanding debt when due, which could have a material adverse effect on our business. While we believe we will have adequate sources of liquidity to meet our anticipated requirements for working capital, contractual commitments and capital expenditures based on curtailed operating plans, or if our operating results worsen significantly, or our cash flow or capital resources prove inadequate, we could face liquidity problems that could have a material adverse effect on our business, financial condition and results of operations.

Our customer contracts do not provide for any minimum purchase requirements, and if our customers are not successful, they could decrease the number of initiations or mobility benefits for their employees, decide to decrease their outsourcing of mobility services or seek to pay less for our mobility services. Additionally, our customers typically have the ability to terminate their contract with us on short notice. If the revenue we derive from each of our customer contracts decreases or if our customers terminate their contracts with us it could have a material adverse effect on our business, financial condition and results of operations.

Our revenue depends, in part, on the success of our customers. If our customers are not successful, the amount of mobility services initiations, the level of benefits that customers outsource and the level of benefits, including mobility services benefits, they provide to their employees may decrease. Our contracts with our customers do not contain any minimum revenue requirements. If a customer were to reduce the number of its employees who are eligible to utilize our services, reduce the benefits that it provides to their employees or choose not to outsource some of the functions that have historically been performed by us, the level of revenue generated by such contracts may not meet expectations and may decline from prior periods. Certain customers may also seek pricing concessions from us. We may not be able to reduce costs sufficiently to offset the reduced volume and the reduced revenue. In addition, our multi-year customer contracts typically are terminable without cause. Our customers may not elect to renew these contracts or may seek to negotiate more favorable terms when such contracts are up for renewal. Large customers also have the ability to negotiate lower prices, which result in lower margins, and negotiate away certain protective provisions in our contracts. We may face increased competition and pricing pressure as our customer contracts become subject to renewal. Any reduction in the amount of business we receive from our customers, increased pricing pressure, or our inability to successfully renew our customer contracts on their current or more favorable terms, or retain our customers could have a material adverse effect on our business, financial condition and results of operations.

Our growth depends, in large part, on continued growth in outsourcing of mobility services and, if such growth does not continue, it could have a material adverse effect on our business, financial condition and results of operations.

Our revenue growth depends, in large part, on continued growth in the outsourcing of mobility services rather than corporations performing such services in-house. There can be no assurance that the trend toward

outsourcing mobility services will continue. In addition, part of our growth will also depend on the increased use of outsourcing in international markets, particularly in Europe, where companies do not outsource such services at the same rate as companies in the United States. Recently European companies have been outsourcing more mobility services, however this trend may not continue. A significant change in the trend toward outsourcing, either in the United States, Europe or in any of our other geographic markets, could have a material adverse effect on our business, financial condition and results of operations.

We have a history of operating losses and may not maintain profitability in the future.

We incurred losses from continuing operations in 2011 and 2012. If our revenue grows more slowly than we anticipate, or if our operating expenses are higher than we expect, or if we continue to incur operating losses, we may not be able to remain profitable. We can provide no assurances that we will be profitable in the future. We may not be able to operate and manage on a profitable basis or ensure that cash flow from operations will be sufficient to pay our operating costs.

Our Mobility Solutions segment exposes us to certain risks related to the purchase, ownership, financing and resale of transferred employees’ homes at a loss, which could have a material adverse effect on our business, financial condition and results of operations.

In our Mobility Solutions segment, we offer our customers home purchase and home sale assistance for their employees. Home sale assistance is provided through our standard home sale product and our premium home sale product. Homes are acquired for our own account in all circumstances under the premium home sale product and, as a result, we may be required to purchase homes prior to having an accepted offer from a third-party buyer. Accordingly, we incur costs associated with the ownership of the home, such as repair and maintenance costs, insurance costs and property taxes, while the home is in our inventory. In connection with our premium home sale product, we do not pass these expenses on to our customers. In the future, if our premium home sale product becomes a larger portion of our business, we may be obligated to purchase additional homes, which expose us to greater risk of holding homes in inventory, incurring higher costs on such homes and exposure to loss on re-sale risk. Additionally, weak real estate markets (including negative conditions in certain local or regional markets) can increase the number of homes that we take into inventory, increase the time we hold such homes in our inventory and increase our losses on home sales, all of which would increase our overall costs. Weak markets could also lower the volume of home sale transactions, which could reduce our revenue. We also could be particularly impacted by sudden shifts in the real estate market that do not allow us to adjust our pricing to align it in relation to current market conditions. Because we finance the purchase of homes taken into inventory, an increase in the number of homes that we take into inventory also increases our borrowings under one of our securitization facilities and our $50.0 million asset-based revolving credit facility that matures in 2018 (the “ABL Revolver”) and related interest costs. As of March 31, 2014, 58% of our securitization facility had been utilized and there was $4.9 million in outstanding borrowings under our ABL Revolver. If we are unable to manage costs associated with managing the sales of real estate in general, it could have a material adverse effect on our business, financial condition and results of operations.

We contract to provide our premium home sale product on a fixed percentage basis and inaccurate estimates could impact the profitability of these services, which could have a material adverse effect on our business, financial condition and results of operations.

Approximately 56% of our contracts in our Mobility Solutions segment where we provide a home sale assistance program contain provisions whereby we agree to provide our premium home sale product to our customers. Our pricing for this product is highly dependent on our internal forecasts and predictions about the market stability of the subject properties and the accuracy of independent appraisals on the subject property, which could turn out to be inaccurate. As a result, we are subject to risks associated with estimating, planning and performing these services. If our projections are inaccurate, it could have a material adverse effect on our business, financial condition and results of operations.

We often face a long selling cycle to secure a new contract with our corporate customers, as well as long implementation periods that require significant resource commitments, which can result in long lead times before we earn revenue from new relationships.

We often face a long selling cycle to secure new contracts with our corporate customers. On average, it can take between two and six months from the initiation of a potential corporate customer’s RFP process to our engagement by a customer. If we are successful in obtaining an engagement, that is generally followed by another two to six month implementation period in which the services are planned in detail, our contract is negotiated, the customer’s human resources department is trained in our services and our technology is integrated with that of our customer. This implementation period can also require coordination with the customer’s current mobility services provider and the process of transferring employee data can further lengthen the implementation period. We typically incur significant business development expenses during the selling cycle. We may not succeed in winning a new customer’s business, in which case we receive no revenue and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new customer and begin to plan the services in detail, a potential customer may choose a competitor or decide to retain the work in-house prior to the signing of a final contract. If we enter into a contract with a customer, we will typically receive no revenue until implementation actually begins. Once the contract implementation begins, it will take several months to service the customer, which delays revenue. In addition, because we recognize revenue upon completion of the home sale, moving or other services, the fact that the relocation process takes several months from initiation to completion further extends the time from RFP win to revenue recognition. Our customers may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby further lengthening the implementation cycle. If we are not successful in obtaining contractual commitments after the selling cycle, in maintaining contractual commitments after the implementation cycle or minimizing the duration of unprofitable initial periods in our contracts, it could have a material adverse effect on our business, financial condition and results of operations.

Our international operations subject us to social, political and economic risks of doing business in foreign countries. We have recently voluntarily self-disclosed certain activities to the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury, which may have been in violation of regulations promulgated by OFAC and may be subject to fines and other penalties.

We conduct a significant portion of our business and we employ a substantial number of people outside of the United States. Our agent/franchise network also employs a substantial number of people outside of the United States. As a result, we are subject to risks associated with doing business globally. For the year ended December 31, 2013, revenue from our international operations (including our Europe, Asia and Emerging Markets and Australia segments) represented approximately 21% of our service revenue, and we intend to continue our expansion into international markets, particularly Europe, Asia, the Middle East and South America. Our international operations are subject to risks not generally experienced by our U.S. operations, including:

If we are unable to manage the complexity of our global operations successfully, it could have a material adverse effect on our business, financial condition and results of operations.

OFAC administers trade and economic sanctions against various countries including, without limitation, Cuba, Iran, Syria, and Sudan (“Sanctioned Countries”). As part of our business, we or our agents have arranged for the transportation of personal household effects into or out of Sanctioned Countries on behalf of U.S. and foreign government transferees, corporate transferees and individuals. These activities have taken place between the United States and Sanctioned Countries and between third countries and Sanctioned Countries. Certain of these activities may have been in violation of OFAC regulations. Although OFAC regulations contain certain general licenses or exceptions that may have been applicable to some of these activities, we have filed an initial voluntary disclosure with OFAC reporting possible violations with respect to these activities. We intend to complete our factual and legal analysis and file a final voluntary disclosure in due course and we may seek further guidance from OFAC as to whether such activities were authorized. If we are found to have violated OFAC regulations, we may be subject to potential penalties (including monetary fines) and our reputation may be harmed. We are also taking steps to prevent any future activities involving Sanctioned Countries that may be in violation of OFAC regulations and to further enhance our existing OFAC compliance procedures, and we recently received a license from OFAC permitting certain moves in or out of one of the Sanctioned Countries. There can be no guarantee as to the outcome of our investigation, the effectiveness of our compliance procedures, the content of our final voluntary disclosure or OFAC’s response. There can also be no guarantee as to our ability to obtain or retain future licenses.

Our efforts to expand our business into new geographic markets may not be successful.

We believe market opportunities exist for outsourced mobility services from companies operating in Europe and in emerging markets. In order to take advantage of these opportunities, we have opened new locations, acquired or increased our ownership interest in businesses in Germany, China, India and Brazil that provide

relocation and moving services and hired local sales and marketing personnel in these regions. There can be no assurance that these markets will have the demand for mobility services that we anticipate. Expansion into new geographic markets requires significant levels of investment and it may also require considerable time and attention from our management. We may also be required to raise additional debt or equity capital for these initiatives. In addition, we may face challenges operating in new business climates with which we are unfamiliar, including facing difficulties in staffing and managing our new operations, fluctuations in currency exchange rates, exposure to additional regulatory requirements, including certain trade barriers, changes in political and economic conditions, and exposure to additional and potentially adverse tax regimes. Our success in these new geographic markets will depend, in part, on our ability to anticipate and effectively manage these and other risks.

Because we are expanding in many countries around the world, we must monitor general global conditions for impact on our business. Economies throughout these countries continue to be volatile and, in many countries, inconsistent with trends in the United States or other stable economies. In Europe, uncertainty continues regarding the ability of certain countries to service their level of debt, which has impacted economic growth. In emerging markets such as China, India and Brazil, economic growth has continued, but at a slower pace than in past periods. We cannot predict the timing, severity or duration of any economic slowdown or recovery or the impact of such events or other future event in these markets on our existing or potential customers or us. Further, it is possible that we will face increased competition in any new markets as other companies attempt to take advantage of the market opportunities there, and we may not compete successfully against companies with stronger brands, greater financial resources, greater political support or more attractive terms for their suppliers, managers or employees. There can be no assurance that these markets will develop as anticipated or that we will have success in these markets, and if such markets do not develop as anticipated or our expansion efforts are not successful, we may be unable to recover our investment spent to expand our business into these markets, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on third-party providers and service instability from these providers could increase our operating costs, expose us to liability and reduce our ability to offer an end-to-end service offering for our customers, which could adversely affect our revenue, results of operations and customer relationships.

We utilize third-party providers to, among other things, provide title insurance, visa and immigration related services and conduct certain local “on-the-ground” services in connection with international and domestic relocations. Although there are competitive markets for many of these services and a significant number of our third-party providers could be replaced without material disruptions to our business, there could be substantial difficulties and delays in replacing certain of these providers and we may have to pay increased prices to secure any replacement services. Additionally, if a third-party service provider does not adequately perform certain critical functions, our customers or other third parties could seek to recoup resulting damages from these acts or omissions from us. Our inability to secure the services of these third parties or increases in the prices we must pay to secure their services, could have a material adverse effect on our business, financial condition and results of operations.

Damage to our reputation and our brand names, including Allied, northAmerican and SIRVA, could have a material adverse effect on our business, financial condition and results of operations.

We believe that our strong brand names, including Allied, northAmerican and SIRVA, are among our most valuable assets. We believe that our brand image, brand awareness and reputation have contributed significantly to the success of our business. Maintaining and enhancing our brand image, which we believe is important to maintaining and expanding our customer base and increasing sales, may require us to make additional investments in areas such as merchandising, marketing and employee training. These investments may be substantial and may not ultimately be successful. If we are unable to maintain and enhance our brand image, brand awareness and reputation, it could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to seasonal fluctuations, which lead to fluctuations in our results of operations and could have a material adverse effect on our business, financial condition and results of operations.

The mobility services we provide are subject to seasonal fluctuations, with our strongest operating results and revenue occurring during the second and third quarters of the calendar year (with the exception of our Australia business segment, which has the strongest operating results and revenue in the first and fourth quarters of the year) due to increased levels of household moves and home sales during the summer months. Certain of our operating expenses are fixed and cannot be reduced during the fall and winter months, when there is decreased demand for our services. See “Business—Seasonality.” Such a decrease in the demand for our services reduces our ability to spread our fixed costs among a greater number of transactions. In addition, our working capital requirements increase on a short-term basis during the summer months. If we are unable to successfully capitalize on the peak summer season or successfully manage these seasonal changes, it could have a material adverse effect on our business, financial condition and results of operations.

Cybersecurity and privacy breaches may hurt our business, damage our reputation, increase our costs, and cause losses.

We store sensitive personal information about our customers and transferees in our systems and networks. Our security systems and IT infrastructure may not adequately protect against security breaches, cyber-attacks or other unauthorized access to such information. Third parties, including vendors or suppliers that provide services for our operations, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure. Additionally, a number of our employees work from home offices or other remote locations and access our systems remotely, which further increases the risk of privacy breaches. Any significant violations of data privacy could result in the loss of business, litigation, regulatory investigations, the payment of damages and penalties and damage to our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

A significant number of our mobility networks initiations are from our U.S. government customers; a reduction in U.S. Government spending may adversely affect our business, financial condition and results of operations.

During 2013, services provided to government agencies accounted for approximately 11.4% of our global mobility networks initiations and 9.4% of our domestic mobility networks initiations. These domestic government initiations accounted for approximately 8.5% of our Mobility Networks service revenue in 2013 and approximately 8.4% of our Mobility Networks service revenue for the three months ended March 31, 2014. Due partially to the sequestration on March 1, 2013, and the government shutdown in October 2013, for instance, our domestic military shipment volumes in our Mobility Networks segment declined by approximately 28% for the year ended December 31, 2013, as compared to the prior year. Under the Budget Control Act of 2011 (the “Budget Control Act”) the U.S. government committed to significantly reduce the federal deficit over the next ten years, and substantial spending cuts to the U.S. budget are likely to occur in the future. As a result, future purchasing decisions by our U.S. government customers could be reduced, delayed or cancelled. It is difficult to predict the various ways in which budget cuts could be implemented; however, we expect that sequestration, as currently provided for under the Budget Control Act, would result in lower revenue, profits and cash flows for our company. To the extent that federal government spending is delayed or curtailed by government actions, including the sequestration that began on March 1, 2013, and future government shutdowns such as the one that occurred in October 2013, our business, financial condition or results of operations may be adversely affected.

We are subject to litigation as a result of our operations and such litigation could have a material adverse effect on our business, financial condition and results of operations.

We are subject to litigation resulting from our operations, including litigation resulting from accidents involving our agents and their drivers. These accidents have involved, and in the future may involve, serious injuries or the loss of life. In addition, we occasionally are subject to litigation resulting from our home sale

assistance transactions. These lawsuits generally involve disclosure issues, property damage issues and title claims. We may also be involved in litigation or other proceedings relating to intellectual property, commercial arrangements, vicarious liability based upon conduct of individuals or entities outside of our control, general fraud claims and employment law. We cannot predict with certainty the cost of defense, the cost of prosecution, insurance coverage or the ultimate outcome of litigation and other proceedings filed by or against us, including remedies or damage awards. Any such litigation, whether or not successful, may result in liability, result in monetary damages or other penalties or forms of relief or harm our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

We purchase a portfolio of corporate insurance coverages including policies for general liability, auto liability, workers’ compensation, employers’ liability, directors and officers, property, and errors and omissions. We require each of our agents to contribute to a fund that is used primarily for the purchase of insurance and payment of the deductible portion of claim costs related to third-party liability claims resulting from moves and trucking operations performed by our agent network under our operating authority. The ultimate settlement of these claims could differ materially from the assumptions used to calculate the reserves, which could have a material adverse effect on our business, financial condition and results of operations.

We intend to expand into adjacent markets and develop new products and, if we fail to do so or if any such expansion or new product is not successful, it could have a material adverse effect on our business, financial condition and results of operations.

We intend to continue to expand our business into adjacent markets, such as the DIY moving and storage market. We have also recently internally developed and launched our LumpSum Xpress Marketplace, which targets mid-level employees of our current and potential customers who receive a lump sum payment from their company, which can be used to purchase mobility services. Our expansion into adjacent markets and our new product development may not be successful and we will incur expenses related to such initiatives, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our expansion into these markets will require us to compete with new, larger and more experienced competitors, which involves various risks, including the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years, or at all. In attempting to establish a presence in new markets, we expect to incur significant expenses and face various other challenges, such as expanding our sales force and management personnel, to cover these new markets. We may not succeed in our efforts to expand into adjacent markets or develop new products, and if we are not successful, it could have a material adverse effect on our business, financial condition and results of operations.

Any acquisitions that we intend to make in the future could have a material adverse effect on our business, financial condition and results of operations.

Part of our growth strategy is to make future acquisitions of complimentary and down-stream services. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of complementary businesses. We may not be successful in identifying acquisition candidates. In addition, we may not be able to successfully integrate businesses that we acquire. Integrating acquired companies involves complex operational and personnel-related challenges, including:

A prolonged diversion of management’s attention and any delays or difficulties encountered in connection with the integration of any business that we have acquired or may acquire in the future could prevent us from realizing the anticipated cost savings and revenue growth from our acquisitions. We may have potential write-offs of acquired assets and an impairment of any goodwill recorded as a result of acquisitions. As of March 31, 2014, we had $57.9 million of goodwill that could be subject to impairment. To the extent we pay the purchase price of any acquisition in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our stock, it could be dilutive to our stockholders. To the extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our already high level of indebtedness and could negatively affect our liquidity and restrict our operations. Our competitors may be willing or able to pay more than us for acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that acquisitions will not have a material adverse effect on our business, financial condition and results of operations.

We may be unable to maintain recent cost savings or realize anticipated cost savings and other benefits from our productivity improvement initiatives in the future, which could have a material adverse effect on our business, financial condition and results of operations.

We have achieved cost savings from various productivity improvement initiatives targeted at reducing costs and enhancing organizational effectiveness while consolidating existing processes and facilities, and we expect to continue to identify additional cost savings. These measures included reducing our overall headcount by over 450 employees over the period from 2009 to 2013. We may not be able to achieve or maintain the anticipated cost savings and other benefits from these initiatives. If our cost savings or such benefits are less than our estimates or take longer to implement than we project, the savings or other benefits we projected may not be fully realized, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on our highly trained executive officers and employees. Any loss of these employees could have a material adverse effect on our business, financial condition and results of operations.

Our operations are managed by a small number of key executive officers, many of whom have substantial experience in the mobility industry. The success of our business continues to depend to a significant degree upon the continued contributions of such key executive officers and employees, both individually and as a group. Our ability to attract and retain our employees is generally subject to numerous factors, including the compensation and benefits we pay, the mix between the fixed and variable compensation we pay our employees and prevailing compensation rates, and competition for qualified executives is intense. We do not have key man or similar life insurance covering our executive officers and other members of senior management. We have entered into employment agreements with each of our executive officers, but these agreements do not guarantee that these executives will remain with us. Additionally, the mobility services business is a specialized industry and there are a limited number of individuals with knowledge of the industry. It is possible that the loss of the services of one or a combination of our key employees, including Wes Lucas, our Chief Executive Officer, and our inability to find suitable replacements, could have a material adverse effect on our business, financial condition and results of operations.

The ability to attract, retain and develop qualified employees is critical to our success and growth.

In order for us to successfully compete and grow, we must attract, retain and develop the necessary personnel who can provide the needed expertise for our business. While we have a number of key personnel who

have substantial experience with our operations, we must also develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. The market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. We cannot guarantee that qualified employees will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations.

We may be required to repurchase mortgage loans or indemnify buyers against losses in some circumstances, which could have a material adverse effect on our business, financial condition and results of operations.

During 2013, SIRVA Mortgage, Inc., our wholly-owned subsidiary (“SIRVA Mortgage”), closed on 2,917 mortgages. We sell the mortgage loans that we originate, and when we sell our mortgage loans, we are required to make customary representations and warranties to purchasers, guarantors and insurers about the mortgage loans and the manner in which they were originated. Our loan-sale agreements require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach these representations or warranties, including representations and warranties as to the accuracy of the statements made by the borrower. In addition, we may be required to repurchase mortgage loans as a result of early payment defaults by the borrower (e.g., failure to make a payment within the first 30-120 days) on a mortgage loan that we have sold. If we are required to repurchase or substitute loans or if we are required to indemnify buyers of our mortgage loans, it could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to foreign currency fluctuations, which could have a material adverse effect on our business, financial condition and results of operations.

In many cases, we generate revenue in U.S. dollars and incur costs related to such revenue in local currency. If the value of the U.S. dollar drops relative to other currencies, our cost of providing services outside the United States will increase accordingly when translated to U.S. dollars. In addition, a portion of our revenue is denominated in foreign currencies. If the U.S. dollar increases in value relative to such currencies, the value of such revenue will decrease accordingly when measured in U.S. dollars. Any significant fluctuations in the currency exchange rates between the U.S. dollar and the other currencies of countries in which we operate could have a material adverse effect on our business, financial condition and results of operations.

A significant uninsured loss or a loss in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

We maintain insurance covering our normal business operations, including property and casualty protection that we believe is adequate. We do not generally carry insurance covering wars, acts of terrorism, earthquakes or other similar catastrophic events. In addition, the financial health of our insurers may deteriorate and may not be able to respond if we should have claims reaching their policies, and we may not be able to obtain adequate insurance coverage on financially reasonable terms in the future. A significant uninsured loss or a loss in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

Changes in accounting standards, subjective assumptions and estimates used by management related to complex accounting matters could have a material adverse effect on our business, financial condition and results of operations.

GAAP and related accounting pronouncements, implementation guidance and interpretations with regard to a wide range of matters, such as stock-based compensation, asset impairments, valuation reserves, income taxes

and fair value accounting, are highly complex and involve many subjective assumptions, estimates and judgments made by management. Changes in these rules or their interpretations or changes in underlying assumptions, estimates or judgments made by management could have a material adverse effect on our business, financial condition and results of operations. We will also be affected by changes to GAAP as a result of the convergence with many International Financial Reporting Standards.

We base revenue estimates for new contracts upon historical data provided by our customers. If our estimates based upon the data provided are inaccurate or if the customer does not experience the same level of estimated activity in future periods, it could impact our ability to plan our business and may have a material adverse effect on our business, results of operations and financial condition.

During the RFP process, potential customers provide us with historical data, including the number of mobility solutions initiations they experience per year. Upon winning a new contract, we use historical customer data, together with our experience with similarly situated customers, to estimate, based primarily on the customer’s average initiations and our historical average revenue per initiation, the revenue that we will derive from a new contract. We use these expected revenue amounts to plan our business and they are critical in our decisions regarding headcount and capital expenditures. If the number of initiations from a particular customer decreases from amounts experienced in previous year, we could experience a decrease in our income from continuing operations due to higher operating costs relative to revenue, which could impact our ability to forecast future growth and have a material adverse effect on our business, results of operations and financial condition.

We may be limited in our ability to utilize, or may not be able to utilize, net operating loss carryforwards to reduce our future tax liability.

Our ability to utilize net operating losses (“NOLs”) and other tax attributes is limited if we undergo an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). This ownership change provision has and will continue to subject our tax loss carryforwards to annual limitations, which will restrict our ability to use them to offset our taxable income in periods following the ownership change.

As of December 31, 2013, we had a net operating loss carryforward of $90.7 million. Due to prior ownership changes, which are subject to the Section 382 provisions, we are limited to $31.8 million of tax benefits from U.S. federal NOLs and $8.8 million of tax benefits from state NOLs reported at December 31, 2013. U.S. federal NOL carryforwards will begin to expire in 2022 and will completely expire in 2035. Our state NOL carryforwards may be used over various periods ranging from one to 20 years.

We have had significant financial losses in previous years and as a result we currently maintain a full valuation allowance for our deferred tax assets including our federal and state NOL carryforwards.

We rely on information technology to operate our business and maintain our competitiveness, and any difficulties with our information systems or our information systems providers could delay or disrupt our ability to service our customers and impair our competitiveness.

We rely on sophisticated information systems to manage and monitor the flow of goods that we are transporting, provide mobility services to our customers, market our services, manage our business and communicate with our customers, and we anticipate that our reliance on technology will increase in the future. Our future success depends, in part, upon our ability to develop and implement technology solutions that anticipate and keep pace with continuing changes in technology, industry standards and customer preferences. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis, and our technology, such as our LumpSum Xpress Marketplace, may not be accepted by our existing and potential customers. Additionally, the effort to gain technological expertise and develop new technologies in our business requires us to incur significant expenses. If we cannot offer new technologies as

quickly as our competitors or if our competitors develop more cost-effective technologies, it may adversely impact our ability to compete effectively, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, our information technologies and systems are vulnerable to damage or interruption from various causes, including natural disasters, war and acts of terrorism, power losses, computer systems failure, internet and telecommunications or data network failures, operator error, losses and corruption of data and similar events and computer viruses, penetration by individuals seeking to disrupt operations or misappropriate information and other physical or electronic breaches of security. Our disaster recovery plan may not be adequate in the event of an actual disaster or other business interruption. Any extended interruption in our technologies or systems could significantly impact our operations, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, our business interruption insurance may be insufficient to compensate us for losses that may occur.

We have registered, among other trademarks, “SIRVA,” “Allied,” “northAmerican” and their respective logos as trademarks in the United States. Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks that are similar to our trademarks. Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could harm our business and results of operations.

Failure to protect our proprietary information or intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We rely primarily on a combination of confidentiality procedures and patent, copyright and trademark laws to protect our proprietary information and intellectual property. We generally seek to protect our unpatented proprietary information and intellectual property, trade secrets, processes and know-how by confidentiality and non-disclosure with our employees and third parties. However, these agreements may provide inadequate protection. Moreover, those agreements may be breached and we may not have adequate remedies for any such breach. In addition, our trade secrets may be disclosed to or otherwise become known or be independently developed by competitors or others. Despite our efforts to protect our proprietary information and intellectual property, unauthorized parties may attempt to copy aspects of the software or other technology that we have developed or obtain and use our proprietary information. In addition, the laws of some countries do not protect our proprietary information or intellectual property to as great an extent as the laws of the United States, and many countries do not enforce these laws as diligently as government agencies and private parties in the United States.

With respect to some of our proprietary technologies, such as our LumpSum Xpress Marketplace, we have filed patent applications to protect our intellectual property rights in these technologies. There can be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property rights or that such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Additionally, we outsource some of our intellectual property development to third parties, and we cannot be assured that the patent applications of such third parties will be approved, that any patents issued will protect their intellectual property rights or that any such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. If we are unable to protect our proprietary information or intellectual property, it could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to liability and other risks if we infringe upon the trademarks or other intellectual property rights of third parties.

We may be subject to costly litigation in the event that we infringe upon or otherwise violate, unintentionally or otherwise, a third party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed upon by our services or technology. Any of these third parties could raise a claim of infringement against us with respect to our services or technology. We may also be subject to claims by third parties for breach of copyright, trademark, license usage or other intellectual property rights. To the extent that our employees use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Any claim from third parties may result in a limitation on our ability to use the intellectual property that is subject to these claims. Even if we believe that intellectual property related claims are without merit, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services. Even if we are party to an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. In the event of such claims, if we cannot or do not license the infringed intellectual property on reasonable terms or substitute similar intellectual property from another source, it could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to our Mobility Agent/Franchise Network

If we are unable to recruit and retain a sufficient number of agents, representatives or owner-operators to sustain the operations in our Mobility Networks segment, it could have a material adverse effect on our business, financial condition and results of operations.

Our Mobility Networks segment relies on our agent network and their employees, representatives and owner-operators to market our services and to act as intermediaries with customers, and to provide a significant portion of our packing, warehousing and hauling services. Owner-operators are independent contractors who generally own their tractors and provide hauling and other services. We and our agents have had some difficulty obtaining or retaining qualified owner-operators due to overall transportation industry conditions such as an aging workforce and an absence of younger drivers to replace our out-going drivers. Fluctuations in the economy and fuel prices, as well as a lifestyle that requires drivers to often be away from home from four to eight weeks at a time, create challenges for new entrants to that business. Further, competition for long haul owner-operators is strong among competing moving companies. Our agent network must pay higher wages or offer a better lifestyle to attract owner-operators that satisfy our standards. If our agents are unable to recruit and retain a sufficient number of owner-operators, it could impact the ability of our agents to provide adequate and timely moving services to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

Our agents are independent businesses that provide moving and storage services to our and their own customers, and in 2013 the top 20 of our 419 agents in the United States and Canada accounted for approximately 39% of our mobility networks initiations in 2013. In 2013, we entered into multi-year agreements with the majority of our agent/franchise network that expire in January 2018; however, if after January 2018, an agent were to terminate its relationship with us, we might not be able to recruit a replacement agent to service the same geographic region with similar capacity and quality. Generally, there are few additional new entrants into this business, and thus recruiting new agents often requires a conversion of an agent from a competing van line, which can be time-consuming, costly and difficult. Competing companies may also recruit our agents. Failure to recruit and retain our agents could have a material adverse on our business, financial condition and results of operations.

Actions taken by our agents may harm our brands or reputation, or result in legal actions against us, which could have a material adverse effect on our business, financial condition and results of operations.

We believe that our strong brand names, including Allied, northAmerican and SIRVA, are among our most valuable assets. Our proprietary network of agents in North America operate their businesses using our brand names and, in the case of most intrastate moves, without our involvement or approval. Our agents are independent third parties with their own financial objectives, and actions taken by them or negative publicity associated with them, including their failure to comply with local laws and regulation and with their contracts with us, could harm our brands or reputation, or result in legal actions against us. In many such cases, these actions are beyond our control. Our brand value could diminish significantly if any such incidents or other matters erode customer confidence in us, which could have a material adverse effect on our business, financial condition and results of operations.

Our agents’ owner-operators are currently not considered to be their employees by taxing and other regulatory authorities. Should these authorities change their position and consider our agents’ owner-operators to be their employees, their costs could increase significantly and cause them to renegotiate their arrangements with us, we may not be able to reach a new agreement on acceptable terms or at all, and we may not be able to pass on any related cost increases to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

From time-to-time, certain parties, including the U.S. Internal Revenue Service (the “IRS”), state tax authorities, labor relations boards and the owner-operators themselves, have sought to assert that owner-operators in the trucking industry are employees rather than independent contractors. The agents within our agent/franchise network consider all of their owner-operators to be independent contractors. Tax authorities may successfully challenge this position or federal and state tax or other applicable laws may change. If owner-operators were deemed to be employees, our agents’ costs related to tax, unemployment compensation, benefits and workers’ compensation could increase significantly. Any significant increase in our agents’ costs could cause them to seek to restructure their current arrangements with us or increase the rates that they charge us which we may not be able to pass on to our customers, any of which could have a material adverse effect on our business, financial condition and results of operations.

If we have any conflicts with our agents or they become dissatisfied with their relationship with us and make claims against us or seek to terminate their relationship with us, it could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to maintain satisfactory relationships with our agents, and the nature of such relationships could give rise to conflict. For example, agents may become dissatisfied with the amount of contractual fees and dues that we charge under agent and other applicable agreements, particularly in the event that we decide to further increase our fees. In addition, they may disagree with certain of our network-wide policies and procedures, including policies regarding safety, dictating brand standards and affecting their marketing efforts, or they may be disappointed with any national marketing campaigns that we designed to develop our brands. If we experience any conflicts with our agents on a large scale, our agents may challenge our actions, rules or policies in arbitration or litigation, which could also result in litigation, and could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Government Regulation

Several of our business activities are highly regulated and any failure to comply with such regulations or any changes in such regulations could have a material adverse effect on our business, financial condition and results of operations.

Several of our and our agent/franchise network’s business activities are highly regulated by federal, state and foreign authorities, including our moving services, our mortgage origination services, our real estate brokerage services and title insurance commitments offered through our title agency offered in connection with

our home sale services. We could also be affected by changes in state transfer tax laws and regulations and changes to federal tax rulings could impact the cost and viability of home sale program benefits that we manage for our customers. Additionally, rules and regulations affecting driver qualification, drivers’ logs and documentation, hours of service and equipment inspection and operation may materially and adversely affect our business operations.

We are also subject to various other rules and regulations such as:

Additionally, our home sales assistance programs are structured around the IRS’s interpretation of the definition of income under IRS Code Section 61 and application of that section to the treatment of expenses incurred in relocation home sale programs as expressed in several IRS Revenue Rulings. A revision to any such rulings or an IRS policy change that results in a different interpretation of such rulings could have a material adverse effect on our business, financial condition and results of operations.

These laws and regulations are complex and compliance with such laws and regulations is time-consuming and costly. Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business and increase our operating or compliance costs, which could have a material adverse effect on our business, financial condition and results of operations. If we fail to comply with any of the foregoing laws and regulations, we may be subject to fines, penalties, injunctions and/ or potential criminal violations, which could have a material adverse effect on our business, financial condition and results of operations.

There is also a risk that a change in current laws or regulations could adversely affect the real estate market. For instance, regulations or changes to monetary policy that could cause higher mortgage interest rates or further limits on mortgage tax deductions could negatively impact the purchase and sale of residential homes. Future legislative or regulatory changes that make compliance more difficult or expensive in areas such as mortgage lending or transportation of goods or that negatively affect the real estate market may have a material adverse effect on our business, financial condition and results of operations.

We are required to maintain a number of certificates, permits, licenses and other approvals or authorizations in order to operate our business, and if we fail to maintain them it could have a material adverse effect on our business, financial condition and results of operations.

We are required to maintain a wide variety of certificates, permits, licenses and other approvals. For example, we maintain licenses and permits issued by the FMCSA and the DOT (both required to transport household goods across state lines), as well as the Federal Maritime Commission (required to transport household goods by water between the United States and a foreign country) and banking regulators. We also hold various real estate broker licenses and mortgage lending licenses. Additionally, SIRVA Mortgage is required to hold a license to engage in mortgage origination activities in each state where it originates loans. Our wholly-owned subsidiary DJK Residential LLC is required to hold a real estate license to engage in real estate brokerage activity in each state where it provides real estate brokerage or property management services. Our ability to receive referral fees (a significant revenue source is dependent on our wholly-owned subsidiary SIRVA Relocation LLC (“SIRVA Relocation”) maintaining a real estate broker’s license as well. Our ability to receive title insurance commissions is dependent on maintaining our title insurance license. Our wholly owned subsidiary SIRVA Settlement, Inc. is required to maintain a license in each state where it issues title insurance commitments.

If we are unable to maintain or renew our existing certificates, permits, licenses or other approvals, or if we are unable to obtain any new certificates, permits licenses or other approvals that may be required in the future, we or our agents may be prevented or temporarily suspended from conducting critical aspects of our business and we may be subject to fines and other penalties, which could have a material adverse effect on our business, financial condition and results of operations.

The creation of the Consumer Financial Protection Bureau (the “CFPB”) and its recently issued rules will likely increase our regulatory compliance burden and associated costs, which could have a material adverse effect on our business, financial condition and results of operations.

As a mortgage lender, we are subject to examination by the CFPB, which regulates consumer financial products and services. In July 2011, the CFPB obtained rulemaking and enforcement authority pursuant to the Dodd-Frank Act and began official operations.

The CFPB has broad rule-making authority, supervisory review and enforcement powers over mortgage participants, including originators, and can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, and civil money penalties. The CFPB has been active in investigations and enforcement actions, and issued large civil monetary penalties in 2012. We also have experienced an increase in the scope and breadth of state audits that we are regularly subject to in our mortgage origination business. The increase in such audits heightens our risk of additional regulation and increases the cost of compliance, together which could materially adversely affect our margins.

The CFPB’s examination authority extends over all federal and state non-depository lending institutions, including mortgage lenders. The CFPB has authority to inspect short-term lenders’ books and records and lending practices, including marketing, underwriting, loan application and processing and collections. If the CFPB adopts any rules or regulations that significantly restrict the conduct of our consumer loan business, any

such rules or regulations could have a material adverse effect on our business, prospects, results of operations and financial condition or could make the continuance of all or part of our U.S. consumer loan business impractical or unprofitable. Such examinations, as well as regulations that the CFPB might issue in the future, could ultimately increase our administrative burdens and have a material adverse effect our business, financial condition and results of operations.

The CFPB’s recently enacted rules will likely increase our administrative and compliance costs. They could also adversely affect the availability and cost of residential mortgage credit. In addition, the effective dates for these new rules are aggressive in some cases and it may be difficult for us to implement the procedures necessary to comply with these new rules by the dates on which they are to become effective. The CFPB has indicated that they plan to conduct at least one audit of every financial institution in the United States within the next five years. These increased costs of compliance, the effect of these rules on the mortgage industry and any failure in our ability to comply with these new rules by their effective dates, could have a material adverse effect on our business, financial condition and results of operations.

Actions by the CFPB could have a significant impact on us by, for example, requiring us to limit or change our business practices, limiting our ability to pursue business opportunities, requiring us to invest valuable management time and resources in compliance efforts, imposing additional costs on us, including requiring us to process refunds in certain circumstances, limiting fees we can charge for services, requiring us to meet more stringent capital requirements, impacting the value of our assets, delaying our ability to respond to marketplace changes, requiring us to alter our services in a manner that would make them less attractive to consumers and impair our ability to offer them profitably, or requiring us to make other changes that could harm our business.

The CFPB recently issued “ability-to-repay” and “qualified mortgage” rules that may have a negative impact on our loan origination process, which could adversely affect our business, operating results, and financial condition.

On January 10, 2013, the CFPB issued a final rule to implement the “qualified mortgage” provisions of the Dodd-Frank Act requiring mortgage lenders to consider consumers’ ability to repay home loans before extending them credit. The CFPB’s “qualified mortgage” rule, which became effective on January 10, 2014, describes certain minimum requirements for lenders making ability-to-repay determinations, but does not dictate that they follow particular underwriting models. Lenders will be presumed to have complied with the ability-to-repay rule if they issue “qualified mortgages,” which are generally defined as mortgage loans prohibiting or limiting certain risky features. Loans that do not meet the ability-to-repay standard can be challenged in court by borrowers who default and the absence of ability-to-repay status can be used against a lender in foreclosure proceedings. Any loans that we make outside of the “qualified mortgage” criteria could expose us to an increased risk of liability and reduce or delay our ability to foreclose on the underlying property. It is difficult to predict how the CFPB’s “qualified mortgage” rule will impact us when it takes effect, but any decreases in mortgage origination volume or increases in compliance and foreclosure costs caused by the rule could have a material adverse effect on our business, operating results and financial condition.

We are subject to anti-corruption statutes, and if we fail to comply with such statutes it could have a material adverse effect on our business, financial condition and results of operations.

As a global business, we are subject to anti-bribery laws and regulations of the U.S. government and those of various international and subnational jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the FCPA, as well as anti-corruption laws of the various jurisdictions in which we operate. The FCPA and other laws prohibit us and our officers, directors, employees and agents acting on our behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable

treatment. As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. We are subject to the jurisdiction of various governments and regulatory agencies outside of the United States, which may bring our personnel into contact with foreign officials responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our global operations expose us to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive and disruptive. If we have been determined to be in violation of the FCPA, the UKBA or other anti-corruption laws, we could be subject to significant fines, penalties, repayments, other damages (in certain cases, treble damages) which could have a material and adverse effect on our business, financial condition and results of operations.

The DOT’s Compliance Safety Accountability (“CSA”) rulemaking could have a material adverse effect on our business, financial condition and results of operations.

Under the DOT’s CSA initiative, a compliance and enforcement initiative designed to monitor commercial motor vehicle safety, the fleets and drivers in our agent network are evaluated and ranked based on certain safety-related standards. The current methodology for determining a carrier’s DOT safety rating has been expanded, and, as a result, certain current and potential drivers may no longer be eligible to drive for our agents, and our safety rating could be adversely impacted. A reduction in eligible drivers or a poor fleet ranking may result in our agent network encountering difficulty attracting and retaining qualified drivers, serving our customers and could cause our customers to use a mobility network with higher fleet rankings than ours, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to a wide range of environmental laws and regulations, which are complex and costly to comply with and, if we fail to comply with such laws and regulations it could have a material adverse effect on our business, financial condition and results of operations.

We are subject to a wide range of environmental laws and regulations under the foreign, U.S., state and local laws including laws and regulations relating to the discharge of pollutants into the water, air and land, the use, management and disposal of hazardous substances, and the cleanup of contaminated sites. In certain European locations, we are required to recycle specified portions of our waste products. We could incur substantial costs, including cleanup costs, fines and civil or criminal penalties, third-party property damage or personal injury claims, or the reduction or suspension of our operations as a result of violations of or liabilities under environmental laws or non-compliance with the environmental permits required at our facilities. In addition, we own or lease, or in the past have owned or leased, facilities at which underground storage tanks are located, some of which may have leaked in the past. We have been, and may in the future be responsible for, investigating and remediating contamination at these sites, or at off-site locations where we sent hazardous wastes for disposal. If we are unable to comply with applicable environmental laws and regulations or otherwise become subject to future or contingent environmental liabilities, including remediation costs, it could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Company and Our Organizational Structure

Our substantial indebtedness 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 of our variable rate debt and prevent us from meeting our debt obligations.

As of March 31, 2014, we had total outstanding long-term debt of $296.3 million, primarily comprised of borrowings under our Term Loan (defined below) and total outstanding short-term debt of $40.6 million,

primarily comprised of drawings on our mortgage warehouse facilities. For the year ended December 31, 2013, total payments under our annual debt service obligations, including interest and principal, were $28.3 million. Our indebtedness could have significant negative consequences, including:

$288.9 million of our indebtedness as of March 31, 2014 consists of indebtedness under our $300.0 million term loan that matures in 2019 (the “Term Loan”). We may not be able to refinance our Term Loan or any other existing indebtedness because of our high level of debt, debt incurrence restrictions under our debt agreements or because of adverse conditions in credit markets generally, which could have a material adverse effect on our business, financial condition and results of operations.

Further, our securitization (receivable sales) facility is subject to the credit worthiness of our customers. If a customer does not have satisfactory credit, we may not be able to obtain the funding we need to service such customer’s account and we may be required to seek other forms of potentially less attractive financing to fund our home sales assistance activities and relocation funding services, which could have an adverse effect on our business, financial condition and results of operations.

Finally, our mortgage business uses a warehouse line of credit to fund loans that we originate. We sell our loans to investors or to Fannie Mae. If we are unable to sell our loans that we have originated in a timely manner and replenish our warehouse line of credit, we will be limited in our ability to continue to originate mortgage loans, which could have an adverse effect on our business, financial condition and results of operations.

Despite our indebtedness level, we still may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the credit agreements governing our Term Loan and ABL Revolver contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. For example, as of March 31, 2014, we had approximately $20.8 million of additional borrowing capacity under our ABL Revolver, which borrowing capacity depends, in part, on accounts receivable and other assets that fluctuate from time to time and may further depend on lenders’ discretionary ability to impose reserves and availability blocks and to recharacterize assets that might otherwise incrementally increase borrowing availability. If new debt is added to our outstanding debt levels, the risks related to our indebtedness that we will face would increase.

We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a material adverse effect on our business, financial condition and results of operations.

During periods of volatile credit markets, there is risk that any lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum permitted by a credit facility. If our lenders are unable to fund borrowings under their revolving credit commitments or we are unable to borrow (such as having insufficient capacity under our borrowing base), it could be difficult in such environments to obtain sufficient liquidity to meet our operational needs, which could have a material adverse effect on our business, financial condition and results of operations.

Our ability to obtain additional capital on commercially reasonable terms may be limited.

Although we believe our cash and cash equivalents, as well as cash we expect to generate from operations and availability under our ABL Revolver, provide adequate resources to fund ongoing operating requirements, we may need to seek additional financing to compete effectively.

If we are unable to obtain capital on commercially reasonable terms, it could:

Any of these factors would have a material adverse effect on our business, financial condition and results of operations.

Our debt obligations may limit our flexibility in managing our business.

The credit agreements governing our ABL Revolver and Term Loan require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios in certain situations and maintaining insurance coverage. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations. If we were to default on the credit agreements or other debt instruments, it could have a material adverse effect on our business, financial condition and results of operations.

We are a holding company with no significant independent operations and, therefore, rely on our subsidiaries to make funds available to us.

We are a holding company with no significant independent operations and no significant assets other than the capital stock of our subsidiaries, including SIRVA Worldwide, Inc., our direct wholly owned subsidiary (“SIRVA Worldwide”). Therefore, our cash flow and our ability to meet our obligations depend on the receipt of dividends or other distributions from our subsidiaries. The ability of our subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of our ABL Revolver and Term Loan, which each contain a number of significant covenants that, among other matters, restrict our ability to incur additional indebtedness, incur capital lease obligations, pay dividends, make acquisitions or engage in mergers or

consolidations, make capital expenditures, and receive dividends and distributions from SIRVA Worldwide except to fund our operating expenses in the ordinary course of business. In addition, we are required to comply with specified financial ratios and tests, including consolidated leverage ratio and consolidated interest coverage ratio requirements. See “Description of Certain Indebtedness.” There can be no assurance that our subsidiaries will generate cash flow sufficient to pay dividends or distributions to us to enable us to meet our obligations. Our inability to receive funds from our operating subsidiaries could adversely affect our ability to meet our obligations and to make dividend payments and other distributions to holders of our common stock.

Each of Aurora and EGI independently has substantial control over us and will be able to influence corporate matters with respect to us. Aurora and EGI may have interests that differ from each other and from those of our other stockholders.

After giving effect to this offering, Aurora and EGI will directly or indirectly hold, in the aggregate, approximately %41.4% and %21.9% of the voting power of our outstanding common stock, respectively.respectively, or 39.7% and 21.0%, respectively, if the underwriters exercise their option to purchase additional shares in full. As a result, each of Aurora and EGI are able to strongly influence the election of our directors and potentially control the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. See “Certain Relationships and Related Person Transactions.” So long as Aurora and EGI continue to own a majority of our common stock, they will have the ability to control the vote in any election of directors and will have the ability to prevent any transaction that requires stockholder approval, regardless of whether others believe the transaction is in our best interests.

The interests of Aurora and EGI may not coincide with each other or the best interests of other holders of our common stock. This concentration of voting power could also have the effect of delaying, deterring or preventing a change of control or other business combination that might otherwise be beneficial to the stockholders of our common stock. It may also adversely affect the trading price for our common stock to the extent investors perceive disadvantages in owning stock with a controlling stockholder. In addition, Aurora and EGI are in the business of making investments in companies and may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are significant existing or potential customers.

Risks Related to this Offering

There is no existing public market for our common stock and an active, liquid trading market for our common stock may not develop.

There is no existing public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our shares that you purchase. The initial public offering price of our common stock will be determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of our common stock may decline below the initial public offering price, and you may not be able to resell your shares at, or above, the initial public offering price.

Future sales of our common stock or securities convertible into or exchangeable for common stock could depress the market price of our common stock.

We and substantially all of our stockholders including our existing selling stockholders, may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible debt securities to finance future acquisitions. Sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock. This includes 11,562,500

shares of common stock that we are selling in this offering, andor 13,296,875 shares of common stock thatif the selling stockholders are sellingunderwriters exercise their option to purchase additional shares in this offering,full, which may be resold

immediately in the public market. Our directors, executive officers, Aurora and EGI will be subject to the lock-up agreements described in “Underwriting” and are subject to the Rule 144 holding period requirements described in “Shares Eligible for Future Sale—Lock-up Arrangements and Registration Rights.” After giving effect to this offering, we will have 450 million shares of common stock authorized and 39,470,796 shares of common stock outstanding.outstanding (or 41,205,171 shares of common stock outstanding if the underwriters exercise their option to purchase additional shares in full). In addition, any shares of common stock purchased by participants in our directed share program, pursuant toincluding the EGI Directed Shares, the sale of which the underwriters, at our request, have reserved for sale, at the initial public offering price, up to     % of the common stock offeredis being administered by this prospectus for sale to certain parties, including affiliates of our agent network and affiliates of EGI,Conifer, will be subject to a180-day lock-up restriction. See “Underwriting—Directed Share Program.” After this offering and upon expiration of the lock-up agreements, and subject to vesting requirements andafter the holding period requirements of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), have elapsed, approximately 26.8 million additional shares will be eligible for sale in the public market (or              shares if the underwriters exercise in full their option to purchase additional shares).market.

Aurora, EGI and EGIcertain of our other stockholders (and certain permitted transferees thereof) have registration rights with respect to the common stock they hold. These shares may be sold in the public market and the shares held by Aurora and EGI are subject to thea 180-day lock-up period for awards held by our executive officers and directors.period.

The underwriters may, in their sole discretion and without notice, release all or any portion of the shares subject to lock-up agreements prior to expiration of the lock-up period. Subject to the terms of the lock-up agreements, we also may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investments or otherwise. We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Any such issuance could result in substantial dilution to our existing stockholders. Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to or could sell shares, could reduce the market price of our common stock. Any decline in the price of shares of our common stock could impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

We will incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives.

As a publicly traded company, we will incur additional legal, accounting and other expenses that we do not currently incur as a private company. Although we are currently unable to estimate these costs with any degree of certainty, they may be material in amount. In addition, the Sarbanes-Oxley Act, the Dodd-Frank Act and the rules of the Securities and Exchange Commission (the “SEC”) and Nasdaq, have imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, as well as to investor relations. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur additional costs to maintain the same or similar coverage.

Furthermore, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, the market price of our common stock could decline and we could be subject to potential delisting by Nasdaq and review by such exchange, the SEC, or other regulatory authorities, which would require the expenditure by us of additional financial and management resources. As a result, our stockholders could lose confidence in our financial reporting, which would harm our business and the market price of our common stock.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition and results of operations.

We do not currently document or test our compliance with these controls on a periodic basis in accordance with Section 404. Furthermore, we have not tested our internal controls in accordance with Section 404 and, due to our lack of documentation, such a test would not be possible to perform at this time.

We are in the early stages of addressing our internal control procedures to satisfy the requirements of Section 404, which requires an annual management assessment of the effectiveness of our internal control over financial reporting. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to attest to the effectiveness of our internal control over financial reporting. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules and may breach the covenants under our credit facilities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

In addition, we will incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff.

The price of our common stock may be volatile and you could lose all or part of your investment.

Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions could reduce the market price of our common stock regardless of our results of operations. The trading price of our common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the risk factors described herein, and other factors beyond our control. Factors affecting the trading price of our common stock could include:

These and other factors may cause the market price and demand for shares of our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a

stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert the time and attention of our management from our business, which could significantly harm our business, profitability and reputation.

We do not anticipate paying any dividends for the foreseeable future.

We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to

support our general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. However, the payment of future dividends will be at the discretion of our board of directors, subject to applicable law, and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions apply to the payment of dividends and other considerations that our board of directors deems relevant. Our debt agreements limit the amounts available to us to pay cash dividends, and, to the extent that we require additional funding, sources may prohibit the payment of a dividend. See “Dividend Policy.” As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock.

If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting the book value of our liabilities. Based on our pro forma net tangible book value as of ,March 31, 2014 and assuming an offering price of $$16.00 per share, the midpoint of the range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in the amount of $$22.49 per share. See “Dilution.”

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “forecast,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $$164.8 million based on public offering price of $$16.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering.

We intend to use approximately $$153.2 million of the net proceeds from this offering to redeem all of our outstanding Series A Preferred Stock, including accumulated dividends, and to use the remainder for general corporate purposes.

A $1.00 increase (decrease) in the assumed initial public offering price of $$16.00 per share would increase (decrease) the net proceeds to us from this offering by $$10.8 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.

We will not receive any proceeds from the sale of shares of common stock by the selling stockholders, including from any exercise by the underwriters of their option to purchase additional shares.

DIVIDEND POLICY

We do not intend to pay cash dividends on our common stock in the foreseeable future. We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock depends on cash dividends and distributions and other transfers from our subsidiaries. The declaration and payment of dividends is subject to the discretion of our board of directors, subject to applicable law, and depends on various factors, including our net income, financial condition, cash requirements, future prospects and other factors deemed relevant by our board of directors. The amounts available to us to pay cash dividends are also restricted by the terms of our debt agreements. See “Description of Certain Indebtedness.”

In addition, under Delaware law, our board of directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.

Any future determination to pay dividends will be at the discretion of our board of directors, and will take into account:

CAPITALIZATION

The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2014:

This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our financial statements and the related notes thereto included elsewhere in this prospectus.

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of common stock and the pro forma net tangible book value per share of our common stock upon the consummation of this offering and the use of proceeds therefrom. Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the book value per share attributable to our existing investors.

Our pro forma net tangible book value as of March 31, 2014 would have beenwas approximately $        ,$(267.6) million, or $$(9.59) per share, of our common stock. Pro forma netNet tangible book value represents the amount of total tangible assets less total liabilities and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of common stock outstanding, in each case, after giving effect this offering.outstanding.

After giving effect to (i) the sale of 11,562,500 shares of common stock in this offering at the assumed initial public offering price of $$16.00 per share (the midpoint of the range set forth on the cover of this prospectus) and (ii) the application of the net proceeds from this offering, our pro forma net tangible book value would have been $        ,$(256.0) million, or $$(6.49) per share. This represents an immediate increase in pro forma net tangible book value of $$3.10 per share to our existing investors and an immediate dilution in pro forma net tangible book value of $$22.49 per share to new investors.

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

The following table summarizes, on a pro forma basis as of March 31, 2014 after giving effect to this offering, the total number of shares of common stock purchased from us, the total cash consideration paid to us and the average price per share paid by our existing investors and by new investors purchasing shares in this offering.

If the underwriters were to fully exercise their option to purchase 1,734,375 additional shares of our common stock from us, and              additional shares of our common stock from the selling stockholders, the percentage of shares of our common stock held by existing stockholders would be %,67.7%, and the percentage of shares of our common stock held by new investors would be %.32.3%.

The above discussion and tables are based on the number of shares outstanding at March 31, 2014 and assume no exercise of outstanding options. To the extent that outstanding options are exercised, there will be further dilution to new investors purchasing common stock in this offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth our selected historical financial and other data for the periods and as of the dates indicated. We derived our consolidated statement of operations data for the years ended December 31, 2013, 2012 and 2011 and our balance sheet data as of December 31, 2013 and 2012 from our audited consolidated financial statements included elsewhere in this prospectus. We derived our consolidated statement of operations data for the three months ended March 31, 2014 and 2013 and our balance sheet data as of March 31, 2014 from our unaudited consolidated financial statements included elsewhere in this prospectus, and our consolidated statement of operations data for the years ended December 31, 2010 and December 31, 2009 and our balance sheet data as of December 31, 2011, 2010 and 2009 from our unaudited consolidated financial statements which are not included in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflect all adjustments necessary for the fair presentation of the financial information set forth in those statements.

Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included elsewhere in this prospectus.