Page 6 of 10 – SEC Filing
Item 3. Source and Amount of Funds or Other Consideration
The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was
derived from the respective capital of the Pershing Square Funds, and from the net proceeds the Pershing Square Funds received from unwinding the various forward purchase contracts described below.
The Pershing Square Funds purchased 1,750,867 shares of Common Stock for aggregate consideration (including brokerage commissions) of
$170,367,505.
The Pershing Square Funds entered into over-the-counter forward purchase contracts, certain of which were unwound
generating net proceeds of $28,017,368. The remaining forward purchase contracts provide for the purchase of 4,044,808 shares of Common Stock for a net purchase price of $461,243,392 (subject to certain financing payment amounts, as further
described in the forward purchase contract filed as Exhibit 99.3 hereto).
The Pershing Square Funds purchased both listed and
over-the-counter American-style call options referencing 31,008,000 shares of Common Stock for aggregate consideration of $1,434,611,919.
PS VI was formed for the purpose of investing all or substantially all of its assets in the Issuers Common Stock and/or derivatives
related to the Issuers Common Stock.
Item 4. Purpose of Transaction
The Reporting Persons believe that the Issuers Common Stock is undervalued and is an attractive investment.
The Reporting Persons have engaged in and intend to continue to engage in discussions with the Issuer and Issuers management and board
of directors, other stockholders of the Issuer and other interested parties that may relate to the governance and board composition, business, operations, cost structure, management, assets, capitalization, financial condition, strategic plans, and
the future of the Issuer.
Initial discussions with the Issuer to extend the Issuers August 10, 2017 director nominations
deadline have not resulted in an extension. As a result the Reporting Persons are submitting a stockholder proposal and director nomination notice to the Issuer which is attached as Exhibit 99.5 hereto.
On August 7, 2017, certain of the Reporting Persons issued a press release announcing the delivery of the director nomination notice
which is attached as Exhibit 99.6 hereto. The Reporting Persons intend to solicit proxies in respect of their director nominees.
In
consideration of the agreement of each of the nominees to be a member of the slate of nominees of Pershing Square for election to the board of directors of the Issuer (the Slate), Pershing Square, on behalf of the funds it
advises, and each nominee (other than Mr. Ackman) have entered into an Engagement and Indemnification Agreement, pursuant to which Pershing Square has agreed to indemnify each such nominee against any losses suffered, incurred or sustained by such
nominee in connection with such nominees being a member of the Slate or the solicitation of proxies in connection therewith. Pershing Square has further agreed to reimburse each such nominee for reasonable, documented, out-of-pocket expenses
incurred as a result of such nominees being a member of Slate, including, without limitation, travel expenses and expenses in connection with legal counsel retained to represent such nominee in connection with being a member of the Slate. The
foregoing is qualified in its entirety by reference to the form of Engagement and Indemnification Agreement, a copy of which is filed herewith as Exhibit H to Exhibit 99.5 and is incorporated herein by reference.
The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of
Schedule 13D and may discuss such actions with the Issuer and Issuers management and the board of directors, other stockholders of the Issuer and other interested parties.
The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors and subject to the
obligations described herein, including, without limitation, the Issuers financial position and strategic direction, actions taken by the board of directors, price levels of shares of Common Stock, other investment opportunities available to
the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, tax considerations for investors in the Pershing Square Funds, market conditions and general economic and industry conditions, the Reporting
Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Issuer or selling some
or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in
Item 4 of Schedule 13D.
