Page 8 of 9 SEC Filing
EXHIBIT A
Joint Filing Agreement Among
SailingStone Capital Partners LLC, SailingStone Holdings LLC,
MacKenzie B. Davis, Kenneth J. Settles Jr. and RS Investment Trust, on behalf of the
RS Global Natural Resources Fund
Whereas, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them:
NOW, THEREFORE, the parties hereto agree as follows:
SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, Kenneth L. Settles Jr. and the RS Investment Trust, on behalf of RS Global Natural Resources Fund, do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a statement on Schedule 13D relating to their ownership of the Common Stock of the Issuer, and do hereby further agree that said statement shall be filed on behalf of each of them.
| SailingStone Capital Partners LLC | ||||
| Date: February 19, 2016 | By: | /s/ Kathlyne Kiaie | ||
| Name: Kathlyne Kiaie | ||||
| Title: Chief Compliance Officer | ||||
| SailingStone Holdings LLC | ||||
| Date: February 19, 2016 | By: | /s/ MacKenzie B. Davis | ||
| Name: MacKenzie B. Davis | ||||
| Title: Managing Member | ||||
| MacKenzie B. Davis | ||||
| Date: February 19, 2016 | By: | /s/ MacKenzie B. Davis | ||
| Name: MacKenzie B. Davis | ||||
| Kenneth L. Settles Jr. | ||||
| Date: February 19, 2016 | By: | /s/ Kenneth L. Settles Jr. | ||
| Name: Kenneth L. Settles Jr. | ||||
| RS Investment Trust, on behalf of the RS Global Natural Resources Fund | ||||
| Date: February 19, 2016 | By: | /s/ Randall S. Hegarty | ||
| Name: Randall S. Hegarty | ||||
| Title: Chief Compliance Officer |
| EXHIBIT B OFFICERS AND CONTROL PERSONS OF THE REPORTING PERSONS | ||
| Except where otherwise noted, each of the individuals named below is a citizen of the United States with a principal business address as indicated below. | ||
| A. | SailingStone Capital Partners LLC | |
| SailingStone Capital Partners LLC is an investment adviser organized as a limited liability company under the laws of the State of Delaware. Its address is: | ||
| 1 California Street, Suite 3050 San Francisco, California 94111 | ||
| The officers of SailingStone Capital Partners LLC are: | ||
| Name | Title | |
| Kathlyne K. Kiaie | Chief Compliance Officer | |
| James E. Klescewski | Chief Financial Officer |
| SailingStone GP LP, a Delaware limited partnership, is the managing member of SailingStone Capital Partners LLC. SailingStone Holdings LLC, a Delaware limited liability company is the general partner of SailingStone GP LP. MacKenzie B. Davis and Kenneth L. Settles Jr. are the managing members of SailingStone Holdings LLC and are deemed to be control persons of SailingStone Capital Partners LLC. | |
| B. | SailingStone Holdings LLC |
| SailingStone Holdings LLC is an entity organized under the laws of the State of Delaware. Its address is: |
| 1 California Street, Suite 3050 San Francisco, California 94111 | ||
| MacKenzie B. Davis and Kenneth L. Settles Jr. are the managing members of SailingStone Holdings LLC and are deemed to be control persons of SailingStone Holdings LLC. | ||
| C. | RS Investment Trust |
| RS Investment Trust is an investment company organized as a business trust under the laws of the Commonwealth of Massachusetts and is registered with the U.S. Securities and Exchange Commission. Its address is: | ||
| One Bush Street, Suite 900 San Francisco, California 94104 | ||
| Information regarding the Trustees and Officers of RS Investment Trust is incorporated herein by reference to the Section titled “Management of the Trust – Trustees and Officers – Identification and Background” in the Statement of Additional Information included in Post-Effective Amendment No. 136 to the Registration Statement on Form N-1A of RS Investment Trust as filed with the U.S. Securities and Exchange Commission on December 18, 2015 | ||
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