Page 14 of 23 – SEC Filing
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read
as follows:
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 652,676 Shares beneficially owned by Starboard V&O Fund is approximately $16,863,467, excluding
brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contract providing for
the purchase of 500,000 Shares by Starboard V&O Fund is approximately $14,860,000, excluding commissions. The aggregate purchase
price of the 130,477 Shares beneficially owned by Starboard S LLC is approximately $3,259,770, excluding brokerage commissions.
The aggregate purchase price of the 72,922 Shares beneficially owned by Starboard C LP is approximately $1,821,886, excluding brokerage
commissions. The aggregate purchase price of the 149,382 Shares held in the Starboard Value LP Account is approximately $4,341,241,
excluding brokerage commissions.
As described in Item
4 below, the Reporting Persons entered into certain Agreements (as defined below) with the Issuer to purchase the Notes (as defined
below). Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP through the Starboard
Value LP Account surrendered Shares to the Company and paid a cash amount, as set forth on the “Schedule of Buyers”
attached to the Purchase Agreement (defined in Item 4 below and attached as Exhibit 10.1 to the Issuer’s Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on January 16, 2018).
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On January 16, 2018 (the
“Closing Date”), and as described in more detail below, the Issuer and certain of its subsidiaries entered into certain
agreements with certain of the Reporting Persons (collectively, the “Starboard Buyers”), providing for: (i) the sale
to the Starboard Buyers of (A) $150,000,000 in aggregate principal amount of senior secured convertible notes (the “Notes”)
of the Issuer, which Notes are convertible into shares (the “Conversion Shares”) of the Issuer’s common stock,
par value $0.001 per share (“Common Stock”), and (B) warrants (the “Warrants”) exercisable for 250,000
shares of Common Stock (the “Warrant Shares”); (ii) the grant to the Starboard Buyers of an option (the “Notes
Option”) to purchase up to an additional $50.0 million in aggregate principal amount of Notes (such Notes, the “Option
Notes”); and (iii) the Issuer’s future right to conduct a rights offering, which offering will be open to all of the
Issuer’s stockholders on a pro rata basis in accordance with the rules and regulations of the SEC relating to offers of this
type (the “Rights Offering”), of up to $150.0 million in aggregate principal amount of senior secured convertible notes
of the Issuer, in each case subject to the terms and conditions contained in the applicable transaction documents described below.
The Notes were issued
and sold pursuant to the terms and conditions of a Securities Purchase Agreement, dated as of the Closing Date, by and among the
Issuer and the Starboard Buyers (the “Purchase Agreement”), and certain notes issued in favor of the Starboard Buyers
(the “Note Agreement”). The Starboard Buyers exchanged $85.0 million of cash, and 2,600,000 shares of Common Stock
owned by them, for the Notes and the Warrants, with the share exchange rate representing a 14.1% discount from the last closing
bid price of the Common Stock on the OTC Markets on the trading day immediately preceding the Closing Date.
