Page 11 of 18 – SEC Filing
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 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 as follows:
The Shares and call
options purchased by each of the Master Fund and the Canadian Fund, the Shares and call options held in the Separately Managed
Accounts and the Shares purchased by the Energy Fund, were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 19,620,457 Shares
owned directly by the Master Fund is approximately $22,380,757, including brokerage commissions. The aggregate purchase price of
the call options exercisable into 2,432,800 Shares owned directly by the Master Fund is approximately $511,259, including brokerage
commissions. The aggregate purchase price of the 460,000 Shares owned directly by the Canadian Fund is approximately CAD$1,028,683,
including brokerage commissions. The aggregate purchase price of the call options exercisable into 58,900 Shares owned directly
by the Canadian Fund is approximately $12,352, including brokerage commissions. The aggregate purchase price of the 4,749,189 Shares
held in the Separately Managed Accounts is approximately $9,032,156, including brokerage commissions. The aggregate purchase price
of the call options exercisable into 508,300 Shares held in the Separately Managed Accounts is approximately $107,035, including
brokerage commissions. The aggregate purchase price of the 588,000 Shares owned directly by the Energy Fund is approximately CAD$974,526,
including brokerage commissions. The aggregate purchase price of the 210,000 Shares owned directly by Mr. Loukas is approximately
$254,890, including brokerage commissions. The aggregate purchase price of the 450,000 Shares owned directly by Mr. Lorber is approximately
$694,348, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On January 17, 2018,
FrontFour Capital issued a press release expressing significant concerns with the Issuer’s capital plan, strategic direction
and value proposition to investors. Due to these concerns and in light of its significant long-term shareholdings in the Issuer,
FrontFour Capital also requested Board representation. Despite FrontFour Capital’s tireless efforts over the last three months
to come to an amicable agreement with the Issuer’s management team and Board on the addition to the Board of one mutually
agreed upon independent nominee proposed by FrontFour Capital, FrontFour Capital has been unable to come to an agreement that would
avoid a needlessly costly and distracting proxy fight. FrontFour Capital is currently considering all available options, including
seeking changes to the composition of the Board at the Issuer’s 2018 Annual Meeting. A copy of the press release is attached
as an exhibit hereto and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are
hereby amended and restated as follows:
(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon 504,328,913 Shares outstanding
as of November 9, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission on November 13, 2017.
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