Page 16 of 25 – SEC Filing
Item 4. Purpose of Transaction.
The Client Accounts over which KCA acts, including through its subsidiaries, as investment advisor acquired the Common Stock and other securities of the Issuer for investment purposes and KCA, on behalf of such accounts, intends to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuers financial position and strategic direction, price levels of the Common Stock and other securities of the Issuer, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to the investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock and/or other securities of the Issuer, dispose or cause affiliates to dispose of some or all of the shares of Common Stock and/or other securities of the Issuer or continue to hold for the benefit of Client Accounts, or cause affiliates to hold, Common Stock and/or other securities of the Issuer (or any combination or derivatives thereof).
In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer.
Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2 above, have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and any other person named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As an investment advisor to a number of Client Accounts, as of March 30, 2017, KCA may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 1,663,181 shares of Common Stock (the Total Reported Shares), which represents approximately 5.6% of the Common Stock outstanding, based on 29,485,075 shares of Common Stock outstanding as of November 7, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2016.
Each of Kohlberg Kravis Roberts & Co. (as the holder of all of the outstanding equity interests in KCA), KKR Management Holdings (as a general partner of one of the Client Accounts and the general partner of Kohlberg Kravis Roberts & Co.), KKR Management Holdings Corp. (as the general partner of KKR Management Holdings), KKR Fund Holdings (as a general partner of certain of the Client Accounts), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the holder of all of the outstanding equity interests in KKR Fund Holdings GP, a general partner of KKR Fund Holdings, and the sole shareholder of KKR Management Holdings Corp.), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the general partner of KKR & Co.) and Messrs. Kravis and Roberts (as the designated members of KKR Management) may also be deemed to beneficially own some or all of the shares of Common Stock owned by the Client Accounts and reported herein. None of Messrs. Fisher, Janetschek, Sorkin, Zilkha, Burke, Builione, Brandman, or Van Horn or Mses. Macarchuk or ODonnell-Butner beneficially owns any shares of Common Stock. The filing of this Schedule 13D shall not be construed as an admission that any person listed in Item 2 or this Item 5 is the beneficial owner of any securities covered by this statement.
(c) The accounts over which KCA exercises investment control acquired shares of Common Stock in open market purchases on the New York Stock Exchange in the previous 60 days as follows:
| Date |
| Shares of Common |
| Weighted Average |
| |
| 2/17/2017 |
| 6,282.00 |
| $ | 8.0274 |
|
| 3/8/2017 |
| 12,082.00 |
| $ | 8.0000 |
|
| 3/9/2017 |
| 37,000.00 |
| $ | 7.9990 |
|
| 3/13/2017 |
| 150,000.00 |
| $ | 7.8042 |
|
| 3/14/2017 |
| 100,000.00 |
| $ | 7.5277 |
|
| 3/15/2017 |
| 100,000.00 |
| $ | 7.4692 |
|
| 3/16/2017 |
| 100,000.00 |
| $ | 7.8424 |
|
| 3/17/2017 |
| 100,000.00 |
| $ | 7.8758 |
|
| 3/20/2017 |
| 65,000.00 |
| $ | 7.7919 |
|
| 3/21/2017 |
| 200,000.00 |
| $ | 6.7984 |
|
| 3/22/2017 |
| 100,000.00 |
| $ | 6.6833 |
|
| 3/23/2017 |
| 16,700.00 |
| $ | 6.8167 |
|
| 3/29/2017 |
| 400,000.00 |
| $ | 5.4783 |
|
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