Page 6 of 8 – SEC Filing As of the close of business on May 3, 2016, Elliott International beneficially owned 5,433,700 shares of Common Stock, constituting approximately 3.5% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 5,433,700 shares of Common Stock beneficially owned by Elliott International, constituting approximately 3.5% of the shares of Common Stock outstanding. Collectively, Elliott, Elliott International and EICA beneficially own 8,110,000 shares of Common Stock, constituting approximately 5.2% of the shares of Common Stock outstanding. Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 3.4% of the shares of Common Stock outstanding pursuant to Derivative Agreements (as defined below), as disclosed in Item 6. Item 5(c) is hereby amended to add the following: (c) The transactions effected by the Reporting Persons during the past sixty days are set forth on Schedule I attached hereto. Unless otherwise indicated, all of such transactions were effected in the open market. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and restated to read as follows: Elliott, 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 1,727,550 and 3,507,450 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately 1.1% and 2.3% 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 3.4% of the shares of Common Stock outstanding. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership. The Derivative Agreements are not shares of Common Stock and do not provide the Reporting Persons 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. Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibit: 99.1 Letter to the Issuer’s Chairman, Chief Executive Officer, and Board of Directors, dated May 4, 2016.
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As of the close of business on May 3, 2016, Elliott International beneficially owned 5,433,700 shares of Common Stock, constituting approximately 3.5% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 5,433,700 shares of Common Stock beneficially owned by Elliott International, constituting approximately 3.5% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 8,110,000 shares of Common Stock, constituting approximately 5.2% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 3.4% of the shares of Common Stock outstanding pursuant to Derivative Agreements (as defined below), as disclosed in Item 6.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected by the Reporting Persons during the past sixty days are set forth on Schedule I attached hereto. Unless otherwise indicated, all of such transactions were effected in the open market.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended and restated to read as follows:
Elliott, 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 1,727,550 and 3,507,450 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately 1.1% and 2.3% 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 3.4% of the shares of Common Stock outstanding. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership. The Derivative Agreements are not shares of Common Stock and do not provide the Reporting Persons 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.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Letter to the Issuer’s Chairman, Chief Executive Officer, and Board of Directors, dated May 4, 2016. |
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