Page 5 of 8 SEC Filing
SCHEDULE 13D
| CUSIP No. 910047109 | Page 5 of 8 Pages |
This
Amendment No. 1 (this Amendment) to Schedule 13D (the Schedule 13D) is being filed by PAR Investment Partners, L.P., a Delaware limited partnership (PAR Investment Partners), PAR Group, L.P.,
a Delaware limited partnership (PAR Group), and PAR Capital Management, Inc., a Delaware corporation (PAR Capital Management). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes
individually referred to herein as a Reporting Person and collectively as the Reporting Persons. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the
Schedule 13D. Except as otherwise specifically amended in this Amendment, items in the Schedule 13D remain unchanged.
Item 3. SOURCE AND AMOUNT
OF FUNDS OR OTHER CONSIDERATION
Item 3 of Schedule 13D is hereby amended and restated as follows:
PAR Investment Partners used approximately $709,203,281 (including brokerage commissions) of the working capital of PAR Investment Partners in the aggregate
to purchase the shares of Common Stock reported in this Schedule 13D. Such shares of Common Stock are or may be held from time to time by PAR Investment Partners in margin accounts established with its brokers or banks and a portion of the purchase
price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin
accounts.
Item 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is hereby amended by adding the following paragraph to the end thereof:
On February 5, 2016, the Reporting Persons were granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of Schedule 13D is hereby amended and restated as follows:
(a)-(b) As of February 10, 2016, PAR Investment Partners may be deemed to beneficially own 14,134,711 shares of Common Stock, representing
approximately 3.8% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock.
As of February 10, 2016, PAR Group,
through its control of PAR Investment Partners as general partner, may be deemed to beneficially own 14,134,711 shares of Common Stock, representing approximately 3.8% (determined in accordance with Rule 13d-3 under the Act) of the outstanding
Common Stock.
As of February 10, 2016, PAR Capital Management, through is control of PAR Group as general partner, may be deemed to beneficially own
14,134,711 shares of Common Stock, representing approximately 3.8% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock.
The percentage of shares of the Common Stock beneficially owned as set forth above are based on 372,810,266 shares of Common Stock outstanding as of
October 13, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q, for the period ended September 30, 2015, filed on October 22, 2015.
