Page 8 of 13 – SEC Filing
(a) Each of the Reporting Persons may have been deemed to have beneficial ownership of 1,321,345 Shares, which consists of (i) 152,485 Shares held by Magnetar Capital Master Fund, (ii) 66,694 Shares held for the benefit of Spectrum Master Fund, (iii) 91,737 Shares held for the benefit of Andromeda Master Fund, (iv) 636,672 Shares held for the benefit of PRA Master Fund, (v) 266,784 Shares held for the benefit of Constellation Fund; (vi) 51,023 Shares held for the benefit of MSW Master Fund; (vii) 5,755 Shares held for the benefit of Premia Master Fund; and (viii) 50,195 Shares held for the benefit of the Managed Accounts, and all such Shares represented beneficial ownership of approximately 5.57% of the Shares.
(b) Each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 1,321,345 Shares, which consists of (i) 152,485 Shares held by Magnetar Capital Master Fund, (ii) 66,694 Shares held for the benefit of Spectrum Master Fund, (iii) 91,737 Shares held for the benefit of Andromeda Master Fund, (iv) 636,672 Shares held for the benefit of PRA Master Fund, (v) 266,784 Shares held for the benefit of Constellation Fund; (vi) 51,023 Shares held for the benefit of MSW Master Fund; (vii) 5,755 Shares held for the benefit of Premia Master Fund; and (viii) 50,195 Shares held for the benefit of the Managed Accounts, and all such Shares represented beneficial ownership of approximately 5.57% of the Shares.
(c) Except as set forth on Schedule A attached hereto and Item 6, the Funds and the Managed accounts had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Fund and each of the Managed Accounts. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the New York Stock Exchange and various other trading markets.
As disclosed by the Company in the Form 8-K filed with the SEC on March 19, 2018 (March 18, 2018):
On May 18, 2018, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Fidelity National Financial, Inc., a Delaware corporation (FNF), A Holdco Corp., a Delaware corporation and a wholly-owned direct subsidiary of FNF (Merger Sub I), and S Holdco LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of FNF (Merger Sub II and, together with Merger Sub I, the Merger Subs).
Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Stewart (Merger I), with Stewart surviving Merger I as a direct wholly-owned subsidiary of FNF, and subsequently, Stewart will merge with and into Merger Sub II (Merger II and, together with Merger I, the Mergers), with Merger Sub II surviving Merger II as a direct wholly-owned subsidiary of FNF. The transaction is valued at approximately $1.2 billion.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of the respective parties, at the effective time of Merger I (the Effective Time), each share of common stock, par value $1.00 per share, of Stewart (Stewart Common Stock) outstanding immediately prior to the Effective Time (other than (i) shares owned by Stewart, its subsidiaries, FNF or the Merger Subs and (ii) shares in respect of which appraisal rights have been properly exercised and perfected
8
