Page 5 of 8 – SEC Filing
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 $ 55,678,662. | |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $ 118,317,157. | |
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.
Item 4 is hereby amended to add the following:
The Reporting Persons are pleased that the Issuer has unanimously approved, adopted and initiated a three-year, three part improvement plan focusing on: (i) operations and cost excellence initiatives; (ii) portfolio optimization; and (iii) capital structure and allocation enhancement initiatives (the “Transformation Plan”). We are pleased with the Issuer’s decision to rationalize its portfolio and pursue aggressive cost savings, both of which should create considerable shareholder value. The Reporting Persons remain supportive of the Transformation Plan and believe that the Issuer’s management is in a strong position to execute on that plan. The Reporting Persons have reduced their position in the Issuer but remain sizable investors in the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 4.4% of the shares of Common Stock outstanding.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 316,460,692 shares of Common Stock outstanding as of July 31, 2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2017.
As of the date hereof, Elliott beneficially owned 4,480,000 shares of Common Stock, constituting approximately 1.4% of the shares of Common Stock outstanding.
As of the date hereof, Elliott International beneficially owned 9,520,000 shares of Common Stock, constituting approximately 3.0% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 9,520,000 shares of Common Stock beneficially owned by Elliott International, constituting approximately 3.0% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 14,000,000 shares of Common Stock, constituting approximately 4.4% of the shares of Common Stock outstanding.
Item 5(c) is hereby amended and restated to read as follows:
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