Page 6 of 11 – SEC Filing
(f) Schedule I hereto sets forth the citizenship of each Scheduled Person.
| Item 3. | Source and Amount of Funds or Other Consideration |
The 2,073,400 shares of Common Stock
beneficially owned by the Reporting Persons were acquired in open market transactions. The Funds expended an aggregate of approximately $52,604,536.56 of their own investment capital to acquire the shares held by them.
| Item 4. | Purpose of Transaction |
The Reporting Persons originally acquired shares of Common Stock
of the Issuer for investment purposes.
On January 24, 2018, representatives of MAC sent to the Issuers chief executive officer
and the Issuers board of directors (the Board) a letter (the January Letter).
MAC has
proposed in the January Letter that (x) the Issuer increase stockholder representation on the Board by appointing two individuals designated by MAC to the Board as independent directors, (y) the Board form a committee consisting of the two
Board members designated by MAC and one other independent Board member for the purpose of exploring potential strategic transactions, and (z) the Issuer engage a reputable financial advisor with deep industry expertise and relationships to
assist the newly formed committee and Board in evaluating and executing potential strategic transactions. The summary contained herein of the January Letter is not intended to be complete and is qualified in its entirety by reference to the full
text of the January Letter, a copy of which is filed as Exhibit 99.1 hereto and which is incorporated herein by reference.
To
date, no understanding has been reached between the Reporting Persons and the Issuer with respect to these issues.
Except as set forth
herein, including in any Exhibits hereto, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) (j) of Item 4 of Schedule 13D. The Reporting Persons
intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuers financial position and strategic direction, actions taken by the Board of the Issuer, price levels of the Common Stock,
other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the
Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock, other securities or derivative instruments related thereto or selling some or all of their Common Stock, other securities or derivative instruments,
engaging in hedging or similar transactions with respect to the Common Stock, and, alone or with others, may engage in communications with other stockholders of the Issuer, knowledgeable industry or market observers, members of the Board, management
of the Issuer or other representatives of the Issuer, or other persons, regarding the Issuer, including but not limited to its operations, strategy, management, capital structure and their investment in the Issuer and strategic alternatives that may
be available to the Issuer. Such discussions may concern ideas or proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D.
