Esterline Technologies Corp (NYSE:ESL): Robert Rodriguez And Steven Romick’s First Pacific Advisors LLC filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
First Pacific Advisors | 0 | 3,084,985 | 0 | 3,084,985 | 3,084,985 | 10.4% |
FPA Crescent Fund, a series of FPA Funds Trust | 0 | 2,630,901 | 0 | 2,630,901 | 2,630,901 | 8.9% |
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund | 0 | 63,852 | 0 | 63,852 | 63,852 | 0.2% |
FPA Select Drawdown Fund | 0 | 106,022 | 0 | 106,022 | 106,022 | 0.4% |
FPA Select Fund | 0 | 7,005 | 0 | 7,005 | 7,005 | Less than 0.1% |
FPA Value Partners Fund, a series of FPA Hawkeye Fund | 0 | 15,069 | 0 | 15,069 | 15,069 | 0.1% |
FPA Hawkeye Fund, a series of FPA Hawkeye Fund | 0 | 28,770 | 0 | 28,770 | 28,770 | 0.1% |
FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund | 0 | 41,644 | 0 | 41,644 | 41,644 | 0.1% |
J. Richard Atwood | 0 | 3,084,985 | 0 | 3,084,985 | 3,084,985 | 10.4% |
Steven T. Romick | 0 | 3,084,985 | 0 | 3,084,985 | 3,084,985 | 10.4% |
Brian A. Selmo | 0 | 3,084,985 | 0 | 3,084,985 | 3,084,985 | 10.4% |
Mark Landecker | 0 | 3,084,985 | 0 | 3,084,985 | 3,084,985 | 10.4% |
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Page 1 of 17 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
ESTERLINE
TECHNOLOGIES CORPORATION
(Name of Issuer)
Common Stock, par value $0.20 per share
(Title and Class of Securities)
297425100
(CUSIP Number)
J. Richard Atwood
First Pacific Advisors, LLC
11601 Wilshire Blvd.
Suite 1200
Los Angeles,
CA 90025
(310) 473-0225
with a copy to:
Douglas A. Rappaport, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New
York, NY 10036
(212) 872-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 2, 2018
(Date of Event Which Requires Filing of Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☒
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes)
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of First Pacific Advisors, LLC | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See OO | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 3,084,985 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 3,084,985 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,084,985 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 10.4% (1) | |||||
(14) | Type of Reporting Person (See IA, OO |
(1) | Based on 29,721,739 shares of common stock of Esterline Technologies Corporation (the Issuer) outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the Securities and Exchange Commission (the SEC) on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of FPA Crescent Fund, a series of FPA Funds Trust | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See WC | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 2,630,901 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 2,630,901 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 2,630,901 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 8.9% (1) | |||||
(14) | Type of Reporting Person (See IV |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of FPA Global Opportunity | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See WC | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 63,852 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 63,852 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 63,852 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 0.2% (1) | |||||
(14) | Type of Reporting Person (See OO |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of FPA Select Drawdown | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See WC | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 106,022 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 106,022 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 106,022 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 0.4% (1) | |||||
(14) | Type of Reporting Person (See PN |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of FPA Select Fund, | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See WC | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 7,005 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 7,005 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 7,005 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount Less than 0.1% | |||||
(14) | Type of Reporting Person (See PN |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of FPA Value Partners | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See WC | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 15,069 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 15,069 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 15,069 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 0.1% (1) | |||||
(14) | Type of Reporting Person (See OO |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of FPA Hawkeye Fund, a | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See WC | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 28,770 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 28,770 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 28,770 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 0.1% (1) | |||||
(14) | Type of Reporting Person (See OO |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See WC | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 41,644 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 41,644 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 41,644 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 0.1% (1) | |||||
(14) | Type of Reporting Person (See OO |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of J. Richard | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See OO | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 3,084,985 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 3,084,985 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,084,985 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 10.4% (1) | |||||
(14) | Type of Reporting Person (See IN, HC |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of Steven T. | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See OO | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 3,084,985 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 3,084,985 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,084,985 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 10.4% (1) | |||||
(14) | Type of Reporting Person (See IN, HC |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of Brian A. | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See OO | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 3,084,985 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 3,084,985 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,084,985 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 10.4% (1) | |||||
(14) | Type of Reporting Person (See IN, HC |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Schedule 13D
CUSIP No. 297425100 |
(1) | Name of Mark | |||||
(2) | Check the Appropriate Box if a Member (a) ☐ (b) ☐ | |||||
(3) | SEC Use Only: | |||||
(4) | Source of Funds (See OO | |||||
(5) | Check if Disclosure of Legal ☐ | |||||
(6) | Citizenship or Place of Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | Sole Voting Power 0 | ||||
(8) | Shared Voting Power 3,084,985 | |||||
(9) | Sole Dispositive Power 0 | |||||
(10) | Shared Dispositive Power 3,084,985 | |||||
(11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,084,985 | |||||
(12) | Check if the Aggregate Amount in Row ☐ | |||||
(13) | Percent of Class Represented by Amount 10.4% (1) | |||||
(14) | Type of Reporting Person (See IN, HC |
(1) | Based on 29,721,739 shares of common stock of the Issuer outstanding as of December 20, 2017, as reported in the Issuers Proxy Statement filed with the SEC on December 27, 2017. |
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Amendment No. 7 to Schedule 13D
The following constitutes Amendment No. 7 (Amendment No. 7) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global Opportunity),
FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value Partners), FPA Hawkeye
Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood,
Steven T. Romick, Brian A. Selmo, and Mark Landecker (collectively, the Reporting Persons) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016, Amendment No. 2 filed on September 28, 2016,
Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 19, 2016, Amendment No. 5 filed on May 2, 2017, and Amendment No. 6 filed on June 19, 2017. This Amendment No. 7 amends and
supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of
Schedule 13D is supplemented and superseded, as the case may be, as follows:
This Amendment No. 7 is being filed to report dispositions of
beneficial ownership of Common Stock in an amount equal to 1% or more of the Issuers outstanding shares of Common Stock since the Reporting Persons previous amendment to Schedule 13D. Consistent with their investment purpose, the
Reporting Persons may make, or cause, further dispositions of Common Stock from time to time depending on market conditions and other factors. In addition, the Reporting Persons may acquire, or cause to be acquired, additional shares of Common Stock
depending on market conditions and other factors.
Going forward, the Reporting Persons may have conversations with members of the Issuers
management team and members of the Board regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board, suggestions for candidates to the Board, general business operations and strategic alternatives
to promote long-term value for the benefit of all shareholders. Except to the extent restricted by the Agreement, the Reporting Persons may engage in communications with one or more officers, members of the Board, representatives, shareholders of
the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may,
at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions,
other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, including the Agreement, the Reporting Persons may acquire additional securities of the Issuer or new
securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in
privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition,
results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5
of Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this
Schedule 13D are incorporated herein by reference.
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Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each
of the following FPA investment advisory clients.
Holder | Total Number of Shares | |
FPA Crescent Fund | 2,630,901 shares of Common Stock | |
Managed Accounts | 191,722 shares of Common Stock | |
FPA Global Opportunity | 63,852 shares of Common Stock | |
FPA Select Drawdown | 106,022 shares of Common Stock | |
FPA Select | 7,005 shares of Common Stock | |
FPA Value Partners | 15,069 shares of Common Stock | |
FPA Hawkeye | 28,770 shares of Common Stock | |
FPA Hawkeye-7 | 41,644 shares of Common Stock |
As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the
FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.
(c) Except as disclosed in Exhibit 99.1, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the
Reporting Persons. Exhibit 99.1 is incorporated herein by reference.
(d) The disclosure regarding the relationship between the Reporting Persons in Item
2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective
funds.
(e) Not applicable.
ITEM 7. MATERIAL TO BE
FILED AS EXHIBITS
Exhibit | Description | |
99.1 | Transactions in securities of the Issuer effected in the past 60 days. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated as of January 3, 2018
First Pacific Advisors, LLC | ||
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | Managing Partner | |
FPA Crescent Fund, a series of FPA Funds Trust | ||
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | President | |
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC | ||
By: | First Pacific Advisors, LLC, its investment adviser | |
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | Managing Partner | |
FPA Select Drawdown Fund, L.P. | ||
By: | First Pacific Advisors, LLC, its investment adviser | |
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | Managing Partner | |
FPA Select Fund, L.P. | ||
By: | First Pacific Advisors, LLC, its investment adviser | |
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | Managing Partner |
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FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC | ||
By: | First Pacific Advisors, LLC, its investment adviser | |
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | Managing Partner | |
FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC | ||
By: | First Pacific Advisors, LLC, its investment adviser | |
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | Managing Partner | |
FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC | ||
By: | First Pacific Advisors, LLC, its investment adviser | |
By: | /s/ J. Richard Atwood | |
Name: | J. Richard Atwood | |
Title: | Managing Partner | |
J. Richard Atwood | ||
By: | /s/ J. Richard Atwood | |
Steven T. Romick | ||
By: | /s/ Steven T. Romick | |
Brian A. Selmo | ||
By: | /s/ Brian A. Selmo | |
Mark Landecker | ||
By: | /s/ Mark Landecker |