Page 14 of 23 – SEC Filing
| (xi) | Scott I. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings. |
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 and Hill Path E2 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 Investment Holdings is serving as the managing member of each of Hill
Path GP and Hill Path E 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 and Hill Path E2. 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.
(d) No
Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) No
Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr.
Ross is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E and Hill Path E2 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 5,024,464 Shares beneficially owned by Hill Path Capital is approximately $88,454,409, including brokerage commissions. The
aggregate purchase price of the 154,336 Shares beneficially owned by Hill Path Co-Investment is approximately $2,770,012, 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 438,129 Shares beneficially owned
by Hill Path E is approximately $7,769,254, including brokerage commissions. The aggregate purchase price of the 36,871
Shares beneficially owned by Hill Path E2 is approximately $653,826, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Hill Path is a private investment
firm that manages a pool of investment capital on behalf of institutional investors, high net worth families and the principals
of Hill Path. Hill Path focuses on making long term investments in the equity and debt of both public and private businesses
across industry sectors.
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