Page 5 of 20 – SEC Filing
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $20,983,040.. | |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $44,588,794.. | |
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On August 28, 2017, the Reporting Persons entered into a Stockholder Voting and Support Agreement with Optum (the “Support Agreement”) in favor of the transaction. Pursuant to the terms of the Support Agreement, the Reporting Persons agreed, among other things, to vote any shares of Common Stock they beneficially own (the “Subject Shares”), at the applicable time, (i) in favor of the merger of Apollo Merger Sub, Inc., a wholly owned subsidiary of Optum, with and into the Issuer (the “Merger”), at any meeting of shareholders called for such purpose and other actions required in furtherance of the foregoing and (ii) against any proposal or action that would constitute a breach of the Merger Agreement, any alternative Company Takeover Proposal (as defined in the Merger Agreement) and any alternative transaction. The Support Agreement does not restrict the Reporting Persons from acquiring additional shares of Common Stock or disposing of any or all shares of Common Stock they beneficially own. Solely in the event of the failure by the Reporting Persons to vote their shares of Common Stock in such a manner, the Reporting Persons have granted to the Issuer and Optum an irrevocable proxy (the “Irrevocable Proxy”) to vote the Reporting Persons’ shares of Common Stock in favor of the Merger at any meeting of shareholders called for such purpose. The Irrevocable Proxy automatically terminates upon termination of the Support Agreement. The Reporting Persons have agreed that until the termination of the Support Agreement, they shall not deposit, or permit the deposit of, any of the Subject Shares in a voting trust, grant any proxy or power of attorney in respect of the Subject Shares, or enter into any voting agreement or similar arrangement, commitment or understanding with respect to the Subject Shares in violation of the Support Agreement. The Support Agreement will expire upon the earliest of (i) the closing of the Merger, (ii) the termination of the Merger Agreement, (iii) the date of any amendment, modification or supplement to the Merger Agreement that (x) materially and adversely affects the economic interest of the stockholders of the Issuer or (y) otherwise decreases the consideration or changes the form of consideration payable to the stockholders of the Issuer and (iv) March 28, 2018.
The foregoing description of the Support Agreement is qualified in its entirety by reference to the Support Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) As of the close of business on August 30, 2017, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 4.0% of the shares of Common Stock outstanding.
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