Page 12 of 18 – SEC Filing
As of the
close of business on the date hereof, the Master Fund beneficially owned directly 22,053,257 Shares (including
2,432,800 Shares underlying certain call options exercisable within 60 days of the date hereof), the Canadian Fund
beneficially owned directly 518,900 Shares (including 58,900 Shares underlying certain call options exercisable within 60
days of the date hereof), 5,257,489 Shares (including 508,300 Shares underlying certain call options exercisable within 60
days of the date hereof) were held in the Separately Managed Accounts, the Energy Fund directly owned 588,000 Shares, Mr.
Loukas directly owned 210,000 Shares and Mr. Lorber directly owned 450,000 Shares, constituting approximately 4.4%, less than
1%, approximately 1.0%, less than 1%, less than 1% and less than 1%, respectively, of the Shares outstanding.
FrontFour Capital,
as the investment manager of the Master Fund and the Separately Managed Accounts, may be deemed to beneficially own the 27,310,746
Shares directly beneficially owned by the Master Fund and held in the Separately Managed Accounts, constituting approximately 5.4%
of the Shares outstanding.
FrontFour Corp., as
the investment manager of the Canadian Fund, may be deemed to beneficially own the 518,900 Shares directly beneficially owned by
the Canadian Fund, constituting less than 1% of the Shares outstanding.
Energy Fund GP, as
the general partner of the Energy Fund, may be deemed to beneficially own the 588,000 Shares directly owned by the Energy Fund,
constituting less than 1% of the Shares outstanding.
Mr. Loukas, as a managing
member and principal owner of FrontFour Capital, a principal owner of FrontFour Corp. and a principal owner and director of Energy
Fund GP, may be deemed to beneficially own the 28,417,646 Shares directly beneficially owned in the aggregate by the Master Fund,
the Canadian Fund and the Energy Fund and held in the Separately Managed Accounts, which, together with the 210,000 Shares he directly
owns, constitute approximately 5.7% of the Shares outstanding.
Mr. Lorber, as a managing
member and principal owner of FrontFour Capital, a principal owner of FrontFour Corp. and a principal owner and director of Energy
Fund GP, may be deemed to beneficially own the 28,417,646 Shares directly beneficially owned in the aggregate by the Master Fund,
the Canadian Fund and the Energy Fund and held in the Separately Managed Accounts, which, together with the 450,000 Shares he directly
owns, constitute approximately 5.7% of the Shares outstanding.
Mr. George, as a managing
member and principal owner of FrontFour Capital, a principal owner of FrontFour Corp. and a principal owner and director of Energy
Fund GP, may be deemed to beneficially own the 28,417,646 Shares directly beneficially owned in the aggregate by the Master Fund,
the Canadian Fund and the Energy Fund and held in the Separately Managed Accounts, which constitute approximately 5.6% of the Shares
outstanding.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer
owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons
are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that
he or it does not directly own.
| 12 |
