Page 4 of 9 – SEC Filing
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| The Reporting Person used a total of approximately $42,977,424 to acquire the Common Stock and Series B Preferred Stock convertible into Common Stock reported in this Schedule 13D. The source of the funds used to acquire the shares of Common Stock reported herein is the working capital of the Fir Tree Funds. |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Person acquired the Common Stock to which this Schedule 13D relates for investment purposes in the ordinary course of business. The Reporting Person acquired the Common Stock because it believed that the Common Stock reported herein, when purchased, represented an attractive investment opportunity. | |
| After analysis, Fir Tree is filing this Schedule 13D in support of the proposal put forth by Monarch Alternative Capital LP (“Monarch“) as reflected in Monarch’s Schedule 13D, filed with the Securities and Exchange Commission on January 26, 2018, calling for the Issuer to (i) hire a reputable financial advisor to assist the Board of Directors (the “Board“) of the Issuer in evaluating and executing potential strategic transactions, (ii) appoint two individuals to the Board as independent directors and (iii) form a committee consisting of the two new independent Board members and one other independent Board member for the purpose of exploring potential strategic transactions. Fir Tree believes that a business combination or other strategic transaction with a qualified partner is in the best interest of shareholders and, therefore, considers it vital that the Issuer diligently conduct a meaningful, good faith search for possible partners. | |
| The Reporting Person and its affiliates and representatives may engage in discussions with management, the Board of Directors of the Issuer, other stockholders of the Issuer, and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Person’s investment in the Common Stock and the Issuer, including, without limitation, matters concerning the Issuer’s business, operations, board composition and representation, governance, management, capitalization and strategic plans, including the above mentioned strategic transactions. The Reporting Person may exchange information with any of the foregoing persons or other persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer’s business, operations, board appointments, governance, management, capitalization or strategic plans, or propose or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D. |
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