Page 7 of 20 – SEC Filing
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
PAR Investment Partners holds a portion of its assets, which may include the Issuers securities, in prime brokerage
accounts at various institutions, which accounts provide PAR Investment Partners with access to margin or other financing. The customer and related agreements governing such accounts generally provide the broker counterparty with security,
collateral or similar rights of possession, sale or offset with respect to such account assets in the event of a customer default. Such agreements generally also provide the counterparty with rights to lend assets held in such account, in some cases
without advance or other notification to the customer. To the extent the Issuers securities owned by PAR Investment Partners are held from time to time in such prime broker accounts, they may be subject to such counterparty rights.
PAR Investment Partners has entered into cash settled equity swap and other similar derivatives transactions and contracts with one or more
counterparties, the value of which is based in whole or in part on the value of the ADSs representing the Class A Shares. PAR Investment Partners has modified, added to and/or unwound certain of such contracts, and expects to do so in the
future, including at times when it may be purchasing or selling Class A Shares that PAR Investment Partners beneficially owns. The profit and loss on such contracts is wholly or partially referenced to, and therefore calculated based on, the
market value of the Class A Shares, the relative value of such securities in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the Class A Shares may be included, or a
combination of any of the foregoing.
The equity swap contracts described above do not, and will not at any time, give the Reporting
Persons voting or dispositive power over any Class A Shares referenced thereby. Accordingly, the Reporting Persons disclaim beneficial ownership in any Class A Shares that may be referenced in such contracts or that may be held from time
to time by any counterparties to such contracts.
As of the date of this report, the equity swap contracts described above give PAR
Investment Partners economic exposure to an additional 4,482,840 Class A Shares. 2,623,000 of such swaps mature on April 5, 2021, and 1,859,840 mature on April 27, 2022. The reference prices for such swaps range from $4.69 to $6.52. The
Reporting Persons do not have voting power or dispositive power with respect to the Class A Shares referenced in such swaps and disclaim beneficial ownership of the Class A Shares underlying such swaps.
The Reporting Persons have agreed with the Issuer that, except under certain circumstances, they may not directly or indirectly transfer,
sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any of the Acquired Shares until March 17, 2019.
Except as otherwise set forth in this report, there are no contracts, arrangements, understandings or relationships among the persons named in
Item 2 or between such persons and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons dated September 18, 2018 is filed as Exhibit 99.1 hereto. Exhibit 99.2 Stock Purchase Agreement, dated September 14, 2018, by and between PAR Investment Partners, L.P., Malte Siewert and Peter Vinnemeier
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
PAR Investment Partners holds a portion of its assets, which may include the Issuers securities, in prime brokerage
accounts at various institutions, which accounts provide PAR Investment Partners with access to margin or other financing. The customer and related agreements governing such accounts generally provide the broker counterparty with security,
collateral or similar rights of possession, sale or offset with respect to such account assets in the event of a customer default. Such agreements generally also provide the counterparty with rights to lend assets held in such account, in some cases
without advance or other notification to the customer. To the extent the Issuers securities owned by PAR Investment Partners are held from time to time in such prime broker accounts, they may be subject to such counterparty rights.
PAR Investment Partners has entered into cash settled equity swap and other similar derivatives transactions and contracts with one or more
counterparties, the value of which is based in whole or in part on the value of the ADSs representing the Class A Shares. PAR Investment Partners has modified, added to and/or unwound certain of such contracts, and expects to do so in the
future, including at times when it may be purchasing or selling Class A Shares that PAR Investment Partners beneficially owns. The profit and loss on such contracts is wholly or partially referenced to, and therefore calculated based on, the
market value of the Class A Shares, the relative value of such securities in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the Class A Shares may be included, or a
combination of any of the foregoing.
The equity swap contracts described above do not, and will not at any time, give the Reporting
Persons voting or dispositive power over any Class A Shares referenced thereby. Accordingly, the Reporting Persons disclaim beneficial ownership in any Class A Shares that may be referenced in such contracts or that may be held from time
to time by any counterparties to such contracts.
As of the date of this report, the equity swap contracts described above give PAR
Investment Partners economic exposure to an additional 4,482,840 Class A Shares. 2,623,000 of such swaps mature on April 5, 2021, and 1,859,840 mature on April 27, 2022. The reference prices for such swaps range from $4.69 to $6.52. The
Reporting Persons do not have voting power or dispositive power with respect to the Class A Shares referenced in such swaps and disclaim beneficial ownership of the Class A Shares underlying such swaps.
The Reporting Persons have agreed with the Issuer that, except under certain circumstances, they may not directly or indirectly transfer,
sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any of the Acquired Shares until March 17, 2019.
Except as otherwise set forth in this report, there are no contracts, arrangements, understandings or relationships among the persons named in
Item 2 or between such persons and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| Exhibit 99.1 | Joint Filing Agreement among the Reporting Persons dated September 18, 2018 is filed as Exhibit 99.1 hereto. | |
| Exhibit 99.2 | Stock Purchase Agreement, dated September 14, 2018, by and between PAR Investment Partners, L.P., Malte Siewert and Peter Vinnemeier | |
