Page 6 of 10 – SEC Filing
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired Common Shares of the Issuer on behalf of the
Zimmer Accounts for investment purposes in the belief that the Common Shares were undervalued and represented an attractive investment opportunity. The Reporting Persons are supportive of the Issuers management and its strategy.
On September 30, 2016, the Issuer announced that the Issuers Board of Directors (the Board) received a proposal from Cheniere Energy,
Inc. (Cheniere) pursuant to which Cheniere would acquire the publicly held shares of the Issuer not already owned by Cheniere in a stock-for-stock exchange
at a proposed ratio of 0.5049 Cheniere shares for each issued and outstanding publicly-held Common Share of the Issuer as part of a transaction that would be structured as a merger of the Issuer with a wholly-owned subsidiary of Cheniere (the
Cheniere Proposal). On October 11, 2016, the Reporting Persons sent a letter to the Board expressing their dissatisfaction with the terms of the Cheniere Proposal. Subsequent to sending the letter, representatives of the Reporting
Persons discussed their financial analysis of the Cheniere Proposal with members of the Issuers independent directors and their financial adviser and explained why the Reporting Persons believe that the Cheniere Proposal undervalued the
Issuer.
On April 10, 2017, representatives of the Reporting Persons met with the Chief Executive Officer of Cheniere and discussed the Reporting
Persons investment in the Issuer in broad terms and the potential for negotiating a possible transaction with Cheniere involving the Common Shares beneficially owned by the Reporting Persons. On May 1, 2017, the Reporting Persons sent a
proposal to the management of Cheniere pursuant to which the Reporting Persons would exchange the Common Shares beneficially owned by them for consideration that valued the Common Shares at a premium to the all time high price for the Common Shares.
Cheniere subsequently rejected the proposal.
Going forward, although the Reporting Persons intend to continue acquiring Common Shares of the Issuer, the
Reporting Persons will consider various alternatives for disposing of the Common Shares they beneficially own, including as a result of additional negotiations with Cheniere for an exchange of the Common Shares for securities of Cheniere or other
consideration, including cash. The Reporting Persons would also consider participating with other holders of Common Shares to negotiate a transaction directly with the
Issuer.
The Reporting Persons have had discussions with
members of the Issuers management and other holders of Common Shares in connection with the Reporting Persons investment in the Issuer and may from time to time have further discussions with officers of the Issuer, members of the Board
or discussions with other holders of Common Shares or third parties regarding potential transactions in Common Shares, potential corporate transactions involving the Issuer and other matters related to the Issuer, including one or more items in
subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the
future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the Issuers
securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate.
These actions may include: (i) acquiring additional Common Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively,
Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) continuing to hold the Common Shares, (iv) engaging in any hedging or similar
transactions with respect to the Securities; or (v) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b) Items 7 through 11 and 13 of each of the cover
pages of this Schedule 13D are incorporated herein by reference. Such information is based on 231,700,000 Common Shares outstanding as of April 28, 2017, as reported in the Issuers Form 10-Q filed
with the Securities and Exchange Commission on May 4, 2017.
