Page 9 of 11 – SEC Filing
As
of the date hereof, Elliott itself and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned
subsidiary of Elliott (“Liverpool“) beneficially owned 608,000 shares of Common Stock, constituting 0.7% of the
shares of Common Stock outstanding.
As
of the date hereof, Elliott International beneficially owned 1,292,000 shares of Common Stock, constituting 1.4% of the shares of
Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 1,292,000
shares of Common Stock beneficially owned by Elliott International, constituting 1.4% of the shares of Common Stock outstanding.
Collectively,
Elliott, Elliott International and EICA beneficially own 1,900,000 shares of Common Stock, constituting approximately 2.0% of the
shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic
exposure comparable to approximately 5.0% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed
in Item 6.
(b) Elliott
has the power to vote or direct the vote of, and to dispose or direct the disposition of the shares of Common Stock owned directly
by it.
Elliott International has the shared power with EICA to vote or
direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International.
Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated
by reference herein.
(c) The
transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
(d) No
person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially
owned by Elliott International and EICA.
(e) Not
applicable.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Elliott, through Liverpool, and Elliott International
have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled
swaps with respect to 1,495,999 and 3,179,001 shares of Common Stock of the Issuer, respectively (representing economic exposure
comparable to 1.6% and 3.4% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements
held by the Reporting Persons represent economic exposure comparable to an interest in approximately 5.0% of the shares of Common
Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic
results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition
of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons
disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party
financial institutions.
