Page 5 of 7 – SEC Filing
| CUSIP No. 053774105 | SCHEDULE 13D | Page 5 of 7 |
discussions with other parties, including potential equity and debt financing sources, and may seek to take additional steps in furtherance of an acquisition, including formulating detailed terms and conditions of a “going private” offer (an “Offer”), which may include one or more plans or proposals that relate to or would result in any of the actions set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. There can be no assurance that an Offer will be made by the Investment Manager, the Reporting Persons or any other party or, if made, that it would lead to a transaction with the Issuer, and the Reporting Persons reserve the right to discontinue any or all of the foregoing considerations or discussions at any time and for any reason. Without limiting the foregoing, the Investment Manager may pursue other alternative transactions, including disposing of some or all of the Securities beneficially owned by the Reporting Persons, in public market or privately negotiated transactions.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Paragraph (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety, as follows:
(a) The aggregate number of shares of Common Stock to which this Schedule 13D relates is 8,500,000 shares of Common Stock, constituting approximately 9.9% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 85,451,215 shares of Common Stock outstanding as of March 20, 2017, as reported in the Issuer’s Proxy Statement pursuant to Schedule 14A of the Act, filed with the SEC on March 21, 2017.
Pursuant to certain cash-settled equity swaps between the Funds and broker-dealer counterparties, the Reporting Persons have economic exposure to, and may be deemed to beneficially own, an additional 16,492,000 notional shares of Common Stock, constituting approximately 19.3% of the outstanding shares of Common Stock, as more fully described in Item 6 of this Schedule 13D.
In addition, pursuant to certain options between the Funds and broker-dealer counterparties, the Reporting Persons have economic exposure to, and may be deemed to beneficially own, an additional 8,000 notional shares of Common Stock, constituting less than 0.1% of the outstanding shares of Common Stock, as described in Item 6 of this Schedule 13D.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety, as follows:
On May 3, 2017, the Issuer and the SRS Parties entered into the Amended Cooperation Agreement, the terms of which are described in Item 4 of the Schedule 13D. The Amended Cooperation Agreement is referenced as Exhibit 1 to the Schedule 13D and is incorporated by reference herein.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
The Reporting Persons may be deemed to have economic exposure to an additional 16,492,000 shares of Common Stock pursuant to certain cash-settled equity swaps between the Funds and broker-dealer counterparties. Such swaps mature on dates ranging from August 21, 2018 to May 18, 2020. The reference prices for such swaps range from $23.52 to $46.90.
The Reporting Persons may be deemed to have economic exposure to an additional 8,000 shares of Common Stock pursuant to certain option contracts between the Funds and broker-dealer counterparties. The options have reference prices ranging from $40.00 to $50.00. The options may be settled in cash or in cash-settled equity swaps. If the options are settled in cash, the Funds will be entitled to a dollar amount equal to the aggregate number of option contracts multiplied by the difference between the market price of the Common Stock at the time of settlement and the reference price of the option (the “Cash Amount”). If the options are settled in cash-settled equity swaps, the Funds and the broker-dealer counterparties will enter into cash-settled equity swaps referencing either, at the election of the Funds, (1) a number of shares equal to the total number of shares to which the Reporting Persons have economic exposure to pursuant to the applicable option contract or (2) a number of shares equal to the Cash Amount divided by the market price of the Common Stock at the time of settlement. Such options expire on dates ranging from January 19, 2018 to January 18, 2019.
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