Page 5 of 7 SEC Filing
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $83,345,659. | |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $91,132,037. | |
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a)As of the close of business on the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 11.9% of the shares of Common Stock outstanding.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 263,641,799 shares of Common Stock outstanding as of October 30, 2015, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.
As of the close of business on the date hereof, Elliott beneficially owned 6,010,500 shares of Common Stock, constituting approximately 2.3% of the shares of Common Stock outstanding.
As of the close of business on the date hereof, Elliott International beneficially owned 6,464,500 shares of Common Stock, constituting approximately 2.5% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 6,464,500 shares of Common Stock beneficially owned by Elliott International, constituting approximately 2.5% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 12,475,000 shares of Common Stock, constituting approximately 4.7% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 7.1% of the shares of Common Stock outstanding pursuant to Derivative Agreements, as disclosed in Item 6.
Item 5(c) is hereby amended and restated to read as follows:
(c)The transactions effected by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D are set forth on Schedule 1 attached hereto.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The first paragraph of Item 6 is hereby amended and restated to read as follows:
Elliott, itself and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 4,622,354 and 14,175,745 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately 1.8% and 5.4% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 7.1% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
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