Page 16 of 26 – SEC Filing
Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the
Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of the Reporting Persons is 150 East 58th Street, 32nd Floor, New York, New York 10155.
(c) The
principal business of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path
S is investing in securities. The principal business of Hill Path GP is serving as the general partner of each of Hill Path Capital,
Hill Path Co-Investment and Hill Path H. The principal business of Hill Path E GP is serving as the general partner of each of
Hill Path E and Hill Path E2. The principal business of Hill Path S GP is serving as the general partner of Hill Path S. The principal
business of Hill Path Investment Holdings is serving as the managing member of each of Hill Path GP, Hill Path E GP and Hill Path
S GP. The principal business of Hill Path is serving as a registered investment advisor and as the investment manager of each of
Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path S. The principal business of Hill
Path Holdings is serving as the general partner of Hill Path. Mr. Ross is the managing partner of each of Hill Path Investment
Holdings, Hill Path and Hill Path Holdings.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby
amended and restated to read as follows:
The Shares purchased
by each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path S were purchased with
working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 5,415,036 Shares beneficially owned by Hill Path Capital is approximately $93,443,395, including
brokerage commissions. The aggregate purchase price of the 164,261 Shares beneficially owned by Hill Path Co-Investment
is approximately $2,896,789, including brokerage commissions. The aggregate purchase price of the 1,334,162 Shares
beneficially owned by Hill Path H is approximately $24,107,872, including brokerage commissions. The aggregate purchase
price of the 5,764,089 Shares beneficially owned by Hill Path E is approximately $99,562,735, including brokerage commissions.
The aggregate purchase price of the 402,016 Shares beneficially owned by Hill Path E2 is approximately $7,160,983,
including brokerage commissions. The aggregate purchase price of the 83,900 Shares beneficially owned by Hill Path
S is approximately $1,298,412, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate
percentage of Shares reportedly owned by each person named herein is based upon 90,549,373 Shares outstanding, as of August 3,
2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with
the Securities and Exchange Commission on August 9, 2017.
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