Page 5 of 6 – SEC Filing
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to
time and at any time in the future depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the Issuers Board of Directors, price levels of the Shares, other
investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate. These actions
may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the
Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or
(iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in
Securities of the Issuer
(a)-(b) Corvex may be deemed to be the beneficial owner of 1,429,822 Shares and 3,943,564 Shares underlying the call
options referenced below in this Item 5, which collectively represent approximately 5.5% of the Issuers outstanding Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered
to beneficially own such Shares. The Reporting Persons may be deemed to have sole power to vote and sole power to dispose of 5,373,386 Shares.
The
percentage calculated in the immediately foregoing paragraph is calculated based on a total of 97,188,418 Shares outstanding as of May 1, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on May 9,
2017.
The call options referenced above are over-the-counter market American-style call options referencing an aggregate of 3,943,564 Shares, which have
an exercise price of $36.50 per Share and expire on May 31, 2018.
In connection with the above referenced call options, Corvex sold in the
over-the-counter market European-style put options referencing an aggregate of 3,943,564 Shares at an exercise price of $36.50 per Share, which expire on the earlier of May 31, 2018, or the date on which the corresponding American-style call
option described above in this Item 5 is exercised.
(c) Except as set forth in Exhibit 2 attached hereto, there have been no transactions in
the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.
(d) The limited partners of (or investors in) each of the
private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares 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. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
Exhibit 2 Transactions in the Shares effected in the past 60 days
