Page 8 of 14 – SEC Filing
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $36,082,896. The aggregate purchase price of the Physical Derivative Agreements owned by Elliott is approximately $22,743,350. |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $76,676,325. The aggregate purchase price of Physical Derivative Agreements owned by Elliott International is approximately $48,329,597. |
| The Reporting Persons may effect purchases of the 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 the 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 the shares of Common Stock. |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons believe the securities of the Issuer are undervalued and represent an attractive investment opportunity. The Reporting Persons believe that the Issuer requires fundamental changes throughout its business and that the Issuer can significantly improve shareholder value through operational initiatives, capital allocation changes and enhanced management and Board of Directors (the “Board“) leadership. On April 2, 2018, the Reporting Persons sent a letter to the Issuer’s Board, which is attached hereto as Exhibit 99.2, detailing their views on improving the Issuer’s performance and increasing shareholder value. Additionally, on April 2, 2018, the Reporting Persons delivered a nomination letter to the Issuer nominating Martha Bejar, Wendy Lane, John McCormack and Chuck Moran for election to the Board at the Issuer’s 2018 annual meeting of shareholders. |
| The Reporting Persons intend to consider, explore and/or develop plans and/or make proposals with respect to, among other things, the matters set forth in the previous paragraph (including the matters set forth in Exhibit 99.2) and potential changes in, the Issuer’s operations, management, organizational documents, Board composition, ownership, capital or corporate structure, sale transactions, dividend policy, and strategy and plans. The Reporting Persons intend to communicate with the Issuer’s management and Board about, and may enter into negotiations with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other shareholders or third parties, including potential acquirers, service providers and financing sources regarding the Issuer. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons may change their intentions with respect to any and all matters referred to in this item 4. They may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. |
Follow Commvault Systems Inc (NASDAQ:CVLT)
Follow Commvault Systems Inc (NASDAQ:CVLT)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
