Page 7 of 11 – SEC Filing
| Item 4. | Purpose of Transaction. |
The Reporting Persons
have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual
basis.
The Reporting Persons
reserve the right to be in contact with members of the Issuer’s management, the members of the Issuer’s Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. In
addition, the Reporting Persons will be in contact with members of the Issuer’s management, the members of the Issuer’s
Board of Directors, other significant shareholders and others regarding the Reporting Persons’ views on the long-term prospects
of the Issuer. The contact may include proposing or considering any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons
reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.
| Item 5. | Interest in Securities of the Issuer. |
(a-e) As of the
date hereof, Fairholme may be deemed to be the beneficial owner of 23,450,040 Shares (21.8%) of the Issuer, based upon the 107,445,403
Shares outstanding as of August 18, 2017, according to the Issuer. Fairholme has the sole power to vote or direct the vote of 0
Shares, Fairholme has the shared power to vote or direct the vote of 17,721,873 Shares, Fairholme has the sole power to dispose
or direct the disposition of 0 Shares and Fairholme has the shared power to dispose or direct the disposition of 23,450,040 Shares
to which this filing relates.
The Fund may be
deemed to be the beneficial owner of 16,291,673 Shares (15.2%) of the Issuer, based upon the 107,445,403 Shares outstanding as
of August 18, 2017, according to the Issuer. The Fund has the sole power to vote or direct the vote of 0 Shares, the Fund has the
shared power to vote or direct the vote of 16,291,673 Shares, the Fund has the sole power to dispose or direct the disposition
of 0 Shares and the Fund has the shared power to dispose or direct the disposition of 16,291,673 Shares to which this filing relates.
Of the 16,291,673 Shares deemed to be beneficially owned by the Fund, 14,497,773 are owned by The Fairholme Fund and 1,793,900
are owned by The Fairholme Allocation Fund, each a series of the Fund.
Mr. Berkowitz may
be deemed to be the beneficial owner of 26,037,672 Shares (24.2%) of the Issuer, based upon the 107,445,403 Shares outstanding
as of August 18, 2017, according to the Issuer. Mr. Berkowitz has the sole power to vote or direct the vote of 2,587,632 Shares,
Mr. Berkowitz has the shared power to vote or direct the vote of 17,721,873 Shares, Mr. Berkowitz has the sole power to dispose
or direct the disposition of 2,587,632 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 23,450,040
Shares to which this filing relates.
The Reporting Persons
have not effected any transactions in the Shares since the filing of the Schedule 13D by the Reporting Persons on October 17, 2017.
The Reporting Persons
specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
