A recent 13D filing with the US Securities and Exchange Commission showed that Robert Rodriguez‘ First Pacific Advisors has slightly increased its stake in LLC Esterline Technologies Corp (NYSE:ESL) and that it currently owns almost 3.7 million common shares or 12.6% of the outstanding stock. This stake compares to 3.5 million shares the fund disclosed in its latest 13F filing (for the end of March). The new filing also revealed this is acquisition is made for investment purposes, and that the fund may engage in discussions with the board regarding business plans and everything else that can help increase shareholder value.
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Esterline Technologies is a company that produces and sells a variety of engineered products, operating in three sectors: Advanced Materials, Avionics & Controls, and Sensors & Systems. Over the past 12 months, the company’ stock is down by 40.42%. For the second quarter of fiscal 2016, Esterline Technologies (NYSE:ESL) reported earnings per share of $0.92, missing estimates of $0.95, and revenue of $490.3 million, beating the estimates of $466.11.
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According to Insider Monkey’s investors database, Esterline Technologies (NYSE:ESL) was in 14 hedge funds portfolios at the end of March, compared to 18 funds portfolios a quarter earlier. Among them, the biggest position in the company was disclosed by First Pacific Advisors LLC, followed by Glenn Fuhrman and John Phelan’s MSD Capital, which reported a stake worth around $46 million. Some other hedge funds and institutional investors with similar optimism include Thomas Ellis and Todd Hammer’s North Run Capital, Cliff Asness’s AQR Capital Management and Jim Simons’s Renaissance Technologies.
Among investors who lost interest in this stock and decided to sell off their positions are Siddharth Thacker’s Signpost Capita, which dumped a position worth an estimated $24.5 million in stock, and Matthew Tewksbury’s fund, Stevens Capital Management, which dropped about $1.4 million worth.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| First Pacific Advisors | 0 | 3,690,554 | 0 | 3,690,554 | 3,690,554 | 12.6% |
| FPA Crescent Fund, a series of FPA Funds Trust | 0 | 2,863,871 | 0 | 2,863,871 | 2,863,871 | 9.8% |
| FPA Global Opportunity Fund, a series of FPA Hawkeye Fund | 0 | 125,459 | 0 | 125,459 | 125,459 | 0.4% |
| FPA Select Drawdown Fund | 0 | 200,340 | 0 | 200,340 | 200,340 | 0.7% |
| FPA Select Fund, a series of FPA Hawkeye Fund | 0 | 13,325 | 0 | 13,325 | 13,325 | Less than 0.1% |
| FPA Value Partners Fund, a series of FPA Hawkeye Fund | 0 | 20,054 | 0 | 20,054 | 20,054 | 0.1% |
| FPA Hawkeye Fund, a series of FPA Hawkeye Fund | 0 | 83,561 | 0 | 83,561 | 83,561 | 0.3% |
| FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund | 0 | 117,415 | 0 | 117,415 | 117,415 | 0.4% |
| J. Richard Atwood | 0 | 3,690,554 | 0 | 3,690,554 | 3,690,554 | 12.6% |
| Steven T. Romick | 0 | 3,690,554 | 0 | 3,690,554 | 3,690,554 | 12.6% |
| Brian A. Selmo | 0 | 3,690,554 | 0 | 3,690,554 | 3,690,554 | 12.6% |
| Mark Landecker | 0 | 3,690,554 | 0 | 3,690,554 | 3,690,554 | 12.6% |
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Page 1 of 20 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ESTERLINE
TECHNOLOGIES CORPORATION
(Name of Issuer)
Common Stock, par value $0.20 per share
(Title and Class of Securities)
297425100
(CUSIP Number)
J. Richard Atwood
First Pacific Advisors, LLC
11601 Wilshire Blvd.
Suite 1200
Los Angeles,
CA 90025
(310) 473-0225
with a copy to:
Douglas A. Rappaport, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New
York, NY 10036
(212) 872-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2016
(Date of
Event Which Requires Filing of Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes)
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of First Pacific Advisors, LLC | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See OO | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 3,690,554 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 3,690,554 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,690,554 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 12.6% (1) | |||||
| (14) | Type of Reporting Person (See IA, OO | |||||
| (1) | Based on 29,353,387 shares of common stock of Esterline Technologies Corporation (the Issuer) outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of FPA Crescent Fund, a series of FPA Funds Trust | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See WC | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 2,863,871 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 2,863,871 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 2,863,871 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 9.8% (1) | |||||
| (14) | Type of Reporting Person (See IV | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See WC | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 125,459 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 125,459 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 125,459 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 0.4% (1) | |||||
| (14) | Type of Reporting Person (See OO | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of FPA Select Drawdown Fund, L.P. | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See WC | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 200,340 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 200,340 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 200,340 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 0.7% (1) | |||||
| (14) | Type of Reporting Person (See PN | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of FPA Select Fund, a series of FPA Hawkeye Fund, LLC | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See WC | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 13,325 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 13,325 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 13,325 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount Less than 0.1% (1) | |||||
| (14) | Type of Reporting Person (See OO | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of FPA Value Partners Fund, a series of FPA Hawkeye Fund, | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See WC | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 20,054 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 20,054 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 20,054 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 0.1% (1) | |||||
| (14) | Type of Reporting Person (See OO | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See WC | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 83,561 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 83,561 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 83,561 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 0.3% (1) | |||||
| (14) | Type of Reporting Person (See OO | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See WC | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 117,415 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 117,415 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 117,415 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 0.4% (1) | |||||
| (14) | Type of Reporting Person (See OO | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Page 10 of 20 – SEC Filing
Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of J. Richard Atwood | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See OO | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 3,690,554 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 3,690,554 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,690,554 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 12.6% (1) | |||||
| (14) | Type of Reporting Person (See IN, HC | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Page 11 of 20 – SEC Filing
Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of Steven T. Romick | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See OO | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 3,690,554 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 3,690,554 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,690,554 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 12.6% (1) | |||||
| (14) | Type of Reporting Person (See IN, HC | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of Brian A. Selmo | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See OO | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 3,690,554 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 3,690,554 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,690,554 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 12.6% (1) | |||||
| (14) | Type of Reporting Person (See IN, HC | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Schedule 13D
| CUSIP No. 297425100 |
| (1) | Name of Mark Landecker | |||||
| (2) | Check the Appropriate Box if a Member (a) ¨ (b) ¨ | |||||
| (3) | SEC Use Only: | |||||
| (4) | Source of Funds (See OO | |||||
| (5) | Check if Disclosure of Legal ¨ | |||||
| (6) | Citizenship or Place of Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
| (8) | Shared Voting Power 3,690,554 | |||||
| (9) | Sole Dispositive Power 0 | |||||
| (10) | Shared Dispositive Power 3,690,554 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,690,554 | |||||
| (12) | Check if the Aggregate Amount in Row ¨ | |||||
| (13) | Percent of Class Represented by Amount 12.6% (1) | |||||
| (14) | Type of Reporting Person (See IN, HC | |||||
| (1) | Based on 29,353,387 shares of common stock of the Issuer outstanding as of May 4, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 6, 2016. |
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Page 14 of 20 – SEC Filing
Schedule 13D
CUSIP No. 297425100
| ITEM 1. | SECURITY AND ISSUER |
The class of equity security to which this statement on Schedule 13D relates is the
common stock, par value $0.20 per share (the Common Stock) of Esterline Technologies Corporation (the Issuer), a Delaware corporation. The address of the principal executive offices of the Issuer is 500 108th Avenue N.E.,
Bellevue, Washington 98004.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 2. | IDENTITY AND BACKGROUND |
| (a) | The persons filing this Schedule 13D (collectively, the Reporting Persons) are: |
| 1. | First Pacific Advisors, LLC, a Delaware limited liability company (FPA) |
| 2. | FPA Crescent Fund, a series of FPA Funds Trust, a Delaware trust (FPA Crescent Fund) |
| 3. | FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (FPA Global Opportunity) |
| 4. | FPA Select Drawdown Fund, L.P., a Delaware limited partnership (FPA Select Drawdown) |
| 5. | FPA Select Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (FPA Select) |
| 6. | FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (FPA Value Partners) |
| 7. | FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (FPA Hawkeye) |
| 8. | FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (FPA Hawkeye-7) |
| 9. | J. Richard Atwood |
| 10. | Steven T. Romick |
| 11. | Brian A. Selmo |
| 12. | Mark Landecker |
The trustees of FPA Funds Trust are listed on Appendix A hereto. Appendix A is incorporated
herein by reference.
(b) The business address or address of the principal office, as applicable, of the Reporting Persons is:
11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
(c) Each of the Reporting Persons is
engaged in the business of investing. FPAs principal business is serving as an investment adviser to certain investment companies, including FPA Crescent, certain private investment funds, including FPA Global Opportunity, FPA Select Drawdown,
FPA Select, FPA Value Partners, FPA Hawkeye Fund and FPA Hawkeye-7 (collectively, the Private Investment Funds), and certain unaffiliated separately managed accounts (the Managed Accounts). FPA also serves as the general
partner of FPA Select Drawdown and Manager of FPA Global Opportunity, FPA Select, FPA Value Partners, FPA Hawkeye Fund, and FPA Hawkeye-7. The principal occupation of Mr. Atwood is serving as a Managing Partner of FPA. The principal occupation of
Mr. Romick is serving as a Portfolio Manager of certain advisory clients for which FPA serves as investment adviser and as a Managing Partner of FPA. The principal occupation of each of Messrs. Selmo and Landecker is serving as a Portfolio Manager
of certain advisory clients for which FPA serves as investment adviser and as a Partner of FPA.
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(d) and (e) During the past five years, none of the Reporting Persons (nor any of the persons listed on
Appendix A) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as
follows:
| 1. | FPA Delaware |
| 2. | FPA Crescent Fund Delaware |
| 3. | FPA Global Opportunity Delaware |
| 4. | FPA Select Drawdown Delaware |
| 5. | FPA Select Delaware |
| 6. | FPA Value Partners Delaware |
| 7. | FPA Hawkeye Delaware |
| 8. | FPA Hawkeye-7 Delaware |
| 9. | J. Richard Atwood United States |
| 10. | Steven T. Romick United States |
| 11. | Brian A. Selmo United States |
| 12. | Mark Landecker Canada |
The persons listed on Appendix A are all United States citizens.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The aggregate purchase price (inclusive of
commissions) of the securities of the Issuer reported herein was $304,002,621.26. The securities of the Issuer reported herein were purchased with the working capital of investment advisory clients of FPA, including the working capital of FPA
Crescent Fund, FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Hawkeye, FPA Hawkeye-7, and the Managed Accounts.
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired the securities of the Issuer reported herein for
investment purposes in the belief that the securities of the Issuer were undervalued and represented an attractive investment opportunity.
Going forward,
the Reporting Persons may have conversations with members of the Issuers management team and members of the Issuers Board of Directors (the Board) regarding multiple topics, including, but not limited to, corporate governance
and the composition of the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in communications with one or more officers, members of the
Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The
Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
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The Reporting Persons continuously assess the Issuers business, financial condition, results of operations
and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in
any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions,
in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of
the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b) Items 7 through 11 and 13 of each of the cover
pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock directly held, as of
the date hereof, by each of the following FPA investment advisory clients.
| Holder | Total Number of Shares | |
| FPA Crescent Fund | 2,863,871 shares of Common Stock | |
| Managed Accounts | 266,529 shares of Common Stock | |
| FPA Global Opportunity | 125,459 shares of Common Stock | |
| FPA Select Drawdown | 200,340 shares of Common Stock | |
| FPA Select | 13,325 shares of Common Stock | |
| FPA Value Partners | 20,054 shares of Common Stock | |
| FPA Hawkeye | 83,561 shares of Common Stock | |
| FPA Hawkeye-7 | 117,415 shares of Common Stock | |
As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the
FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.
(c) Except as disclosed in Exhibit 99.2, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the
Reporting Persons. Exhibit 99.2 is incorporated herein by reference.
(d) The disclosure regarding the relationship between the Reporting Persons in Item
2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective
funds.
(e) Not applicable.
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| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
None.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit | Description | |
| 99.1 | Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons. | |
| 99.2 | Transactions in securities of the Issuer effected in the past 60 days. | |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated as of June 27, 2016
| First Pacific Advisors, LLC | ||
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Managing Partner | |
| FPA Crescent Fund, a series of FPA Funds Trust | ||
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | President | |
| FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LLC, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Managing Partner | |
| FPA Select Drawdown Fund, L.P. | ||
| By: | First Pacific Advisors, LLC, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Managing Partner | |
| FPA Select Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LLC, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Managing Partner | |
| FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LLC, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Managing Partner | |
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| FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LLC, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Managing Partner | |
| FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC | ||
| By: | First Pacific Advisors, LLC, its investment adviser | |
| By: | /s/ J. Richard Atwood | |
| Name: | J. Richard Atwood | |
| Title: | Managing Partner | |
| J. Richard Atwood | ||
| By: | /s/ J. Richard Atwood | |
| Steven T. Romick | ||
| By: | /s/ Steven T. Romick | |
| Brian A. Selmo | ||
| By: | /s/ Brian A. Selmo | |
| Mark Landecker | ||
| By: | /s/ Mark Landecker | |
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Appendix A
Trustees of FPA Funds Trust
| Name | Position | Address | ||
| Mark L. Lipson | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| Alfred E. Osborne, Jr. | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| A. Robert Pisano | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| Patrick B. Purcell | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| Allan M. Rudnick | Trustee & Chairman | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| Steven T. Romick | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
| J. Richard Atwood | Trustee | c/o FPA Funds Trust 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 | ||
