Page 7 of 9 – SEC Filing Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The Funds have entered into cash-settled swaps with a broker-dealer counterparty which represent economic exposure comparable to a notional interest in 1,272,789 shares of Common Stock, in addition to the shares of Common Stock beneficially owned by the Reporting Persons. Under the terms of each of the swaps, (i) the relevant Fund will be obligated to pay to the broker-dealer counterparty any negative price performance of the specified notional number of shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the relevant Fund any positive price performance of the specified notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. All balances will be settled in cash. The swaps do not give the Funds or any other Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Company and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Company. Accordingly, the Reporting Persons do not beneficially own any shares of Common Stock that may be referenced in the swap contracts or in any Common Stock or other securities or financial instruments that may be held from time to time by the counterparty to the contracts. The swaps expire on May 15, 2016 and June 27, 2016 with respect to notional interests in 23,761 and 1,249,028 shares of Common Stock, respectively. Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement dated as of September 19, 2016 by and among the Reporting Persons.*
* Filed herewith.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The Funds have entered into cash-settled swaps with a broker-dealer counterparty which represent economic exposure comparable to a notional interest in 1,272,789 shares of Common Stock, in addition to the shares of Common Stock beneficially owned by the Reporting Persons. Under the terms of each of the swaps, (i) the relevant Fund will be obligated to pay to the broker-dealer counterparty any negative price performance of the specified notional number of shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the relevant Fund any positive price performance of the specified notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. All balances will be settled in cash. The swaps do not give the Funds or any other Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Company and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Company. Accordingly, the Reporting Persons do not beneficially own any shares of Common Stock that may be referenced in the swap contracts or in any Common Stock or other securities or financial instruments that may be held from time to time by the counterparty to the contracts. The swaps expire on May 15, 2016 and June 27, 2016 with respect to notional interests in 23,761 and 1,249,028 shares of Common Stock, respectively.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 99.1 | Joint Filing Agreement dated as of September 19, 2016 by and among the Reporting Persons.* |
* Filed herewith.
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