Page 16 of 25 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration. |
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 B, which is incorporated by reference herein. The
aggregate purchase price of the 2,643,406 Shares beneficially owned by Starboard V&O Fund is approximately $71,493,457, 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 355,816 Shares beneficially owned by Starboard S LLC is approximately $9,966,570, excluding brokerage commissions.
The aggregate purchase price of the 198,863 Shares beneficially owned by Starboard C LP is approximately $5,570,883, excluding
brokerage commissions. The aggregate purchase price of the 407,372 Shares held in the Starboard Value LP Account is approximately
$10,847,100, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
As more fully described
in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on October 4, 2017, Starboard Value LP and certain
of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer (the “Agreement”)
on September 28, 2017, pursuant to which, among other things, the Issuer appointed Wesley Nichols, Paul Reilly and Bryan Wiener
to the Board and agreed to appoint an additional independent director recommended by Starboard. On October 16, 2017, Michelle McKenna-Doyle
was appointed to the Board as the additional independent appointee. Pursuant to the terms of the Agreement, Starboard agreed, among
other things, to certain voting commitments with respect to the Issuer’s next annual meeting of stockholders (“Next
Annual Meeting”) and also agreed to certain customary standstill provisions until the earlier of (i) 30 business days prior
to the deadline for the submission of stockholder nominations for the Issuer’s 2019 annual meeting of stockholders or (ii)
90 days prior to the first anniversary of the Next Annual Meeting. The foregoing summary of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit
10.1 hereto and is incorporated herein by reference.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets 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, continuing to engage in communications with management and the Board, engaging in discussions with stockholders of
the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations
or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations
or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or
operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any
hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their
intention with respect to any and all matters referred to in Item 4.
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