Cbre Group Inc. (CBG): ValueAct Capital Raises Stake, Signs $250 Million Purchase Agreement With Goldman Sachs

A freshly-amended 13D filing with the Securities and Exchange Commission showed that Jeffrey Ubben‘s ValueAct Capital has raised its stake in Cbre Group Inc. (NYSE:CBG) to 34.62 million Class A Common Shares, which amass 10.3% of the company’s outstanding stock. The fund’s stake was raised from 32.94 million Class A Common Shares held as of June 30, according to the fund’s 13F filing for the end of June. In addition, it was disclosed that on September 15, ValueAct Capital and Goldman Sachs signed a Purchase Agreement, upon which Goldman Sachs will acquire, for the account of ValueAct Capital, up to $250 million worth of CBRE Group’s stock. These acquisitions under the 10b-5 Plan must be carried out by March 19, 2017. Based on the current price of CBRE’s stock, the Purchase Agreement would amount to 8.74 million shares. The filing also revealed that ValueAct Capital plans to continue having discussions with the company’s management concerning possible actions to increase shareholder value. ValueAct Capital Partner Brandon Boze has been an Independent Director on CBRE Group’s Board since 2012.

CBRE Group is a real estate and investment company. Over the past 12 months, the company’s stock has lost 13.96%. For the second quarter of 2016, CBRE Group reported earnings per share of $0.52 and revenue of $3.21 billion, compared to EPS of $0.42 and revenue of $2.4 billion for the corresponding period in 2015.

At the end of June, 28 smart money managers in Insider Monkey’s database reported long positions in Cbre Group (NYSE:CBG), down by two from the previous quarter. Among the bullish investors were Natixis Global Asset Management’s Harris Associates, which owned a position worth around $424.76 million, William Von Mueffling’s Cantillon Capital Management, with a position valued at $195.29 million, John W. Rogers’ Ariel Investments, John Khoury’s Long Pond Capital, and Gunnar Overstrom’s Three Corner Global Investors.

Some of the investors who dumped Cbre Group (NYSE:CBG) during the June quarter were David Harding’s Winton Capital Management, which sold its position valued at $11.93 million at the end of March, Christopher Lord’s Criterion Capital, which said goodbye to a $29.80 million position, Brian Taylor’s Pine River Capital Management, Mike Vranos’ Ellington, and Peter Algert and Kevin Coldiron’s Algert Coldiron Investors.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Page 1 of 16 – SEC Filing

Page 2 of 16 – SEC Filing

ValueAct Capital Master Fund, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS (See Instructions)*

WC*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 34,620,054**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
34,620,054**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,620,054**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 3 of 16 – SEC Filing

VA Partners I, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 34,620,054**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
34,620,054**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,620,054**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 4 of 16 – SEC Filing

ValueAct Capital Management, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 34,620,054**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
34,620,054**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,620,054**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 5 of 16 – SEC Filing

ValueAct Capital Management, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 34,620,054**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
34,620,054**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,620,054**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 6 of 16 – SEC Filing

ValueAct Holdings, L.P.
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 34,620,054**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
34,620,054**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,620,054**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 7 of 16 – SEC Filing

ValueAct Holdings GP, LLC
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 34,620,054**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
34,620,054**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,620,054**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 8 of 16 – SEC Filing

THE INFORMATION SET FORTH IN RESPONSE TO EACH SEPARATE ITEM BELOW SHALL BE
DEEMED TO BE A RESPONSE TO ALL ITEMS WHERE SUCH INFORMATION IS RELEVANT. THE
SCHEDULE 13D IS HEREBY AMENDED AS FOLLOWS:

Item 4. Purpose of Transaction

The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated
herein by reference.

The Reporting Persons purchased the securities of the Issuer reported
herein in the Reporting Persons’ ordinary course of business and based on
their belief that the securities are undervalued and represent an attractive
investment opportunity.

Brandon B. Boze, a partner of ValueAct Holdings and ValueAct Holdings
GP, serves on the board of directors of the Issuer. The Reporting Persons
have had and intend to continue to have conversations with members of the
Issuer’s management and board of directors to discuss ways to enhance
shareholder value. The topics of these conversations will cover a range
of issues, including those relating to the business of the Issuer,
management, board composition, operations, capital allocation, asset
allocation, capitalization, dividend policy, financial condition, mergers and
acquisitions strategy, overall business strategy, executive compensation, and
corporate governance. The Reporting Persons may also have similar
conversations with other stockholders of the Issuer and other interested
parties, such as industry analysts, existing or potential strategic partners
or competitors, investment professionals, and other investors. The Reporting
Persons may at any time reconsider and change their intentions relating to
the foregoing.

The Reporting Persons may also take one or more of the actions
described in subsections (a) through (j) of Item 4 of Schedule 13D and may
discuss such actions with the Issuer’s management and the board of directors,
other stockholders of the Issuer, and other interested parties, such as those
set out above.

The Reporting Persons intend to review their investments in the Issuer
on a continuing basis. Depending on various factors, including, without
limitation, the Issuer’s financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Issuer’s board of directors, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, the
Reporting Persons may in the future take actions with respect to its
investment position in the Issuer as it deems appropriate, including,
without limitation, purchasing additional Common Stock or selling some of all
of its Common Stock, and/or engaging in hedging or similar transactions with

Page 9 of 16 – SEC Filing

Additionally, on September 15, 2016, the Reporting Person and Goldman,
Sachs & Co. (“Goldman Sachs”) entered into a Purchase Agreement (the “10b-5
Plan”), pursuant to which Goldman Sachs will buy, for the account of the
Reporting Person, up to $250 million of the Issuer’s common stock. Purchases
under the 10b-5 Plan can commence as early as September 19, 2016 and will
terminate no later than March 19, 2017 (the “Plan Period”) on the New York
Stock Exchange. The number of shares of common stock purchased each day by
Goldman Sachs during the Plan Period will be initially based upon the
reported price of the opening reported market transaction in the common
stock, and may be increased or decreased in connection with a corresponding
decrease or increase in the market price of such stock.

Item 5. Interest in Securities of the Issuer

The responses to Items 3, 4 and 6 of this Schedule 13D are
incorporated herein by reference.

(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.

As of the date hereof, ValueAct Master Fund is the beneficial owner
of 34,620,054 shares of Common Stock, representing approximately 10.3% of the
Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).

ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 34,620,054 shares of Common Stock, representing approximately
10.3% of the Issuer’s outstanding Common Stock.

All percentages set forth in this Schedule 13D are based upon the
Issuer’s reported 335,618,448 outstanding shares of Common Stock as
reported in the Issuer’s Form 10-Q for the quarterly period ended June 30,
2016.

Page 10 of 16 – SEC Filing

Reporting Person Trade Date Buy/Sell Shares Price/Share
—————- ———- ——– ——— ———–
ValueAct Master Fund 08/01/2016 Buy 150,000 $28.38
08/01/2016 Buy 138,000 $28.49
08/02/2016 Buy 300,000 $28.35
08/02/2016 Buy 200,000 $28.29
08/02/2016 Buy 362,000 $28.33
08/02/2016 Buy 350,000 $28.16
08/03/2016 Buy 2,200 $28.40
08/04/2016 Buy 7,060 $28.50
08/04/2016 Buy 175,000 $28.50

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated
herein by reference.

The information in this Item?6 is qualified in its entirety by reference
to the 10b5-1 Plan, attached hereto as Exhibit?2, and is incorporated by
reference herein.

Except for the arrangements described herein or in a previously filed
Schedule 13D, to the best knowledge of the Reporting Persons, there are no
other contracts, understandings, arrangements or relationships relating to
the Issuer’s Common Stock which are required to be described hereunder.

Item 7. Material to Be Filed as Exhibit

(1) Joint Filing Agreement.

(2) Purchase Agreement, dated September 15, 2016, between ValueAct
Capital Master Fund, L.P. and Goldman, Sachs & Co.

SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful

Page 11 of 16 – SEC Filing

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer
VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

Page 12 of 16 – SEC Filing

JOINT FILING UNDERTAKING

The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of CBRE Group,
Inc., is being filed jointly on behalf of each of them with the Securities
and Exchange Commission pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended.

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: September 16, 2016 Bradley E. Singer, Chief Operating Officer

Page 13 of 16 – SEC Filing

Exhibit 2

10b5-1 PLAN

PURCHASE AGREEMENT

Purchase Agreement, dated September 15, 2016 (the ?Purchase
Agreement?), between ValueAct Capital Master Fund, L.P. (the ?Purchaser?) and
Goldman, Sachs & Co. (the ?Broker?).

WHEREAS, Purchaser desires to appoint Broker to purchase on behalf of
Purchaser shares of outstanding Class A common stock, $0.01 par value (the
?Stock?) issued by CBRE Group, Inc.; and

WHEREAS, the parties intend that the purchases of Stock made pursuant
to this Purchase Agreement shall comply with the requirements of Rule 10b5-
1(c)(1)(i) under the Securities Exchange Act of 1934 (?Exchange Act?), and
that this Purchase Agreement shall be interpreted to comply with the
requirements of those rules.

NOW THEREFORE, the Purchaser and Broker hereby agree as follows:

1. Broker shall effect one or more purchases (each a ?Purchase?) of
shares of Stock as set forth on Annex A. The share amounts and per share
prices in Annex A shall be adjusted automatically on a proportionate basis to
take into account any stock split, reverse stock split or stock dividend with
respect to the Stock that occurs during the period this Purchase Agreement
remains in effect. Broker?s sole compensation for services rendered under
this Purchase Agreement shall be a commission of $0.02 per share of Stock
purchased.

2. This Purchase Agreement shall become effective on September 19,
2016 and shall terminate on the earliest of: (i) the date an aggregate
purchase amount of $250 million of shares of Stock (exclusive of commissions)
have been purchased pursuant to this Purchase Agreement; (ii) the date that
any person publicly announces a tender or exchange offer with respect to the
Stock; (iii) the date of public announcement of a merger, acquisition,
reorganization, recapitalization or comparable transaction affecting the
securities of the Purchaser as a result of which the Stock is to be exchanged
or converted into other securities or property, (iv) the date on which Broker
receives notice of the intended or actual commencement of any proceedings in
respect of or triggered by Purchaser?s bankruptcy, insolvency or similar
proceeding; (v) the date on which any event of termination described herein
shall occur; (vi) promptly after the receipt of written notice of termination
signed by a senior officer of Purchaser and confirmed by telephone, it being
understood that any such termination shall not cause Purchases previously
effected pursuant to this Purchase Agreement to fail to be entitled to the
benefits of Rule 10b5-1(c). Any such termination notice shall not indicate
the reasons for the termination or contain any material non-public
information; or (vii) March 19, 2017, the date in which the Repurchase Period
ends.

Page 14 of 16 – SEC Filing

4. Purchaser represents, warrants and covenants that:

(i) As of the date hereof, Purchaser is not aware of material
nonpublic information concerning Purchaser or CBRE Group, Inc. and is
entering into this Purchase Agreement in good faith and not as part of a plan
or scheme to evade the prohibitions of Rule 10b5-1;

(ii) Purchaser will not, during the period this Purchase
Agreement is in effect, enter into any comparable agreement with any other
broker if the period of such comparable agreement shall overlap with the
period of this Purchase Agreement;

(iii) Purchases of Stock pursuant to this Purchase Agreement are
not prohibited or restricted by any legal, regulatory or contractual
restriction or undertaking binding on the Purchaser and are duly authorized
by the Purchaser; and

(iv) Purchaser shall immediately notify Broker if any of the
statements contained in paragraphs 4(iii) above become inaccurate prior to
the termination of this Purchase Agreement.

5. Payment for Stock purchased under this Purchase Agreement shall
be made in accordance with normal settlement procedures. Broker shall
establish a Purchase account for Purchaser into which purchased shares of
Stock will be deposited against payment to Broker of the purchase price and
Broker?s compensation. These shares of Stock will be placed into transfer on
a weekly basis. Purchaser agrees that the obligation of Broker to make
Purchases on any day on which Purchases are to occur pursuant to this
Purchase Agreement is conditioned upon Purchaser maintaining compliance with
normal settlement procedures. Any failure by Purchaser to maintain such
compliance, as reasonably determined by Broker, shall be deemed an event of
termination, and no further Purchases shall thereafter be made pursuant to
this Purchase Agreement.

6. Broker shall provide Purchaser with written confirmation of
purchases executed on behalf of Purchaser on a daily basis (showing the date
of the transactions, the number of shares purchased, the price paid, Broker?s
compensation for the purchases, and settlement dates), as well as other
market data or account reports that Purchaser may reasonably request. Unless
otherwise directed by Purchaser, such confirmation shall be delivered to
[redacted].

7. Purchaser understands that Broker may not be able to effect a
Purchase due to a market disruption or a legal or regulatory restriction or a
restriction under the terms of any contract applicable to Broker (including
any restriction, whether pursuant to a contract, internal policy or
otherwise, applicable to Broker when it is involved in a distribution of
Stock on behalf of Purchaser or another party) (a ?Blackout?). Purchaser
also understands that even in the absence of a Blackout, Broker may be unable
to effect Purchases consistent with ordinary principles of best execution due
to insufficient volume of trading, failure of the Stock to reach and sustain
a limit order price, or other market factors in effect on the date of a

Page 15 of 16 – SEC Filing

8. Broker agrees that if Purchaser enters into a transaction that
results, in Purchaser?s good faith determination, in the imposition of
trading restrictions on the Purchaser (each, a ?Purchaser Restriction?), and
if Purchaser shall provide Broker prior notice, then Broker will cease
effecting Purchases under this Purchase Agreement until notified by Purchaser
that such restrictions have terminated. All required notifications to Broker
under this paragraph 8 shall be made in writing (signed by Purchaser) and
confirmed by telephone as follows: [redacted]. Broker shall resume effecting
Purchases in accordance with this Purchase Agreement as soon as practicable
after the cessation or termination of a Blackout or Purchaser Restriction.
Any Unfilled Purchase, and any Purchases that would have been executed in
accordance with the terms of Annex A but are not executed due to the
existence of a Blackout or Purchaser Restriction, shall be deemed to be
cancelled and shall not be effected pursuant to this Purchase Agreement.

9. Purchaser agrees that it shall not, directly or indirectly,
communicate any information relating either to the Stock or to Purchaser to
any employee of Broker or its affiliates who is involved, directly or
indirectly, in executing this Purchase Agreement at any time while this
Purchase Agreement is in effect. Purchaser shall be solely responsible for
complying with all reporting or filing requirements, or with any laws not
mentioned herein, that may apply to Purchases under this Purchase Agreement.

10. Purchaser agrees that, in the absence of bad faith, Broker and
its affiliates and their directors, officers, employees and agents
(collectively, ?Broker Persons?) shall not have any liability whatsoever to
the Purchaser for any action taken or omitted to be taken in connection with
this Purchase Agreement or the making of any Purchase. Purchaser further
agrees to hold each Broker Person free and harmless from any and all losses,
damages, liabilities or expenses (including reasonable attorneys? fees and
costs) incurred or sustained by such Broker Person in connection with or
arising out of any suit, action or proceeding relating to this Purchase
Agreement (each an ?Action?) and to reimburse each Broker Person for such
Broker Person?s expenses, as they are incurred, in connection with any
Action, unless such loss, damage, liability or expense is determined in a
non-appealable order of a court of competent jurisdiction to be solely the
result of such Broker Person?s bad faith. This paragraph 10 shall survive
termination of this Purchase Agreement.

11. This Purchase Agreement is not assignable or transferable, and
constitutes the entire agreement between the parties, superseding any prior
written or oral agreements or understandings with regard to this Purchase
Agreement. This Purchase Agreement may be executed in one or more
counterparts, each of which when so executed and delivered shall constitute a
single, binding instrument.

12. This Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflict
of law principles that would result in the application of any law other than
the law of the State of New York and may be modified or amended only by a
writing signed by the parties hereto and provided that any such modification
or amendment shall only be permitted at a time when the Purchaser is
otherwise permitted to effect Purchases under this Purchase Agreement and at

Page 16 of 16 – SEC Filing

13. The Purchaser understands that Broker may use an automated
execution algorithm to transmit orders in the Stock. When used for company
stock repurchase programs, the algorithm generates purchase orders only at
prices conforming to the timing, price and volume requirements of Rule 10b-
18. If the last sale price reported in the consolidated system changes after
the algorithm generates the purchase order, the algorithm will automatically
send a cancel/correct order when the execution price on the original purchase
order, if executed, would have exceeded the price of the intervening last
sale. During the course of a trading day, due to rapid changes in market
conditions, there may be insufficient time for the cancel/correct order to
reach the market center or to be acted upon by such venue. In those
instances, and in any other instance where the purchase would not comply with
the provisions of Rule 10b-18, the algorithm will not book such executions to
the Purchaser?s account. Rather, any such executions will be automatically
booked to a Broker error account for subsequent handling as an error trade.
The Purchaser agrees that this provision shall serve as notice that such
executions may occur and that, absent a specific request from the Purchaser
to receive notice thereof, any such executions will be handled in the manner
described above. Broker reserves the right to discontinue use of the
algorithm at any time.

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Purchase Agreement as of the date first written above.

VALUEACT CAPITAL MASTER FUND, L.P.
By: VA Partners I, LLC, its General Partner

Name:
Title:

GOLDMAN, SACHS & CO.

Name:
Title: