Page 7 of 15 – SEC Filing
CUSIP NO. 40537Q506 Page 7 of 15
Except as described above, none of the Investment Management Subsidiaries and none of any of the other reporting persons covered by this Schedule 13D currently has any plans or proposals that relate to or would result in any
of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of the various investment companies registered under Section 8 of the Investment Company Act of 1940 and other accounts to which the Investment Management Subsidiaries are the investment advisers (collectively, the “Clients”).
The Investment Management Subsidiaries may, however, on behalf of the Clients, in the future acquire additional shares of Common Stock, Warrants or other securities of the Issuer, in the open market, in privately
negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or part of the Common Stock or Warrants in one or more transactions. Clients of FAV also hold the Issuer’s
6.75% senior unsecured notes due 2025, which notes are described in the Issuer’s Form 8-K filed February 16, 2017. Additionally, the Investment Management Subsidiaries may on behalf of the Clients, exercise any and
all rights as a stockholder of the Issuer in a manner consistent with such equity interests and reserves the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities,
including without limitation to carry out any of the actions or transactions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, to the extent the Investment Management Subsidiaries
deem advisable.
Item 5. Interest in Securities of the Issuer
(a-b) The Common Stock may be deemed to be beneficially owned by the Investment Management Subsidiaries for purposes of Rule 13d-3 under the Act in their capacity as the investment advisers to the Clients pursuant to investment management contracts that grant them investment and/or voting power. When an investment management contract (including a sub-advisory agreement) delegates to an Investment Management Subsidiary investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats the Investment Management Subsidiary as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each Investment Management Subsidiary reports on Schedule 13D that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement.
Beneficial ownership by FRI and the Investment Management Subsidiaries is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned investment management subsidiary of FRI, are exercised independently from FRI, the Investment Management Subsidiaries and their other affiliates. Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and FRI and its other affiliates, including the Investment Management Subsidiaries, of information that relates to the voting and investment powers over the securities owned by their investment management clients. Consequently, FMA, on the one hand, and FRI and its other affiliates, on the other hand, report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10%of FRI’s outstanding common stock and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI’s subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 11 and 13 of the cover pages for FRI and each of the Principal Shareholders. FRI, the Principal Shareholders and the Investment Management Subsidiaries disclaim any pecuniary interest in any of the Common Stock and the Warrants. In addition, the filing of the Schedule 13D on behalf of the Principal Shareholders, FRI and the Investment Management Subsidiaries should not be construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of the Common Stock or the Warrants.
FRI, the Principal Shareholders and the Investment Management Subsidiaries believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Common Stock and Warrants held by any of them or by any persons or entities for whom or for which the Investment Management Subsidiaries provide investment management services.
