Page 10 of 18 – SEC Filing
(d) No
Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Each
of the individuals who are Reporting Persons or listed on Schedule A is a citizen of the United States of America. Each
of the entities that are Reporting Persons are organized under the laws of the State of Delaware.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase
price of the 5,180,506 Shares owned directly by Steel Excel is approximately $28,632,587, including brokerage commissions. Such
Shares were acquired with funds of Steel Excel and an affiliated entity that initially purchased a portion of the Shares prior
to being transferred to Steel Excel.
The aggregate purchase
price of the 75,000 Shares owned directly by SPL is approximately $310,175, including brokerage commissions. The Shares owned directly
by SPL were acquired with the working capital of SPL.
The Reporting Persons
effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.
| 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.
No Reporting Person
has any present plan or proposal that 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.
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