Page 6 of 10 – SEC Filing
Amendment No. 1 to Schedule 13D
The following constitutes Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission (SEC) by Scopia Capital Management
LP (Scopia Capital), Scopia Management, Inc. (Scopia Management), Matthew Sirovich and Jeremy Mindich (collectively, the Reporting Persons) on June 6, 2016 (Amendment No. 1). This Amendment No. 1
amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and
restated as follows:
The aggregate purchase price of the shares of Class A Common Stock directly held by the Investment Vehicles reported herein was
$362,668,962.16. The shares of Class A Common Stock directly held by the Investment Vehicles were purchased with the working capital of the Investment Vehicles (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business). All shares of Class A Common Stock reported herein were purchased in open market transactions through a broker.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as
follows:
On August 8, 2016, the Reporting Persons delivered a presentation to the Chairman of the Board and the Lead Director of the Issuer (the
Presentation) in which the Reporting Persons urged the Issuer to eliminate its dual-class stock structure. The Reporting Persons stated in the Presentation that they believe that collapsing the Issuers dual-class stock
structure would help align the Issuer with corporate governance best practices and would lead to unlocking value for all shareholders.
The foregoing
description of the Presentation does not purport to be complete and is qualified in its entirety by reference to the full text of the Presentation, which is filed as Exhibit 99.1, and is incorporated herein by reference.
As previously disclosed, the Reporting Persons have had discussions with members of the Issuers management and members of the Issuers Board of
Directors (the Board) in connection with the Reporting Persons investment in the Issuer and may from time to time have further discussions with directors and officers of the Issuer, or discussions with other shareholders or third
parties regarding the Issuers business operations, strategies, capital structure and other matters related to the Issuer. These discussions may continue to review options for maximizing shareholder value such as negotiating the collapse of the
Issuers share class structure, enhancing the Issuers corporate governance, improving capital or asset allocation or various strategic alternatives or operational or management initiatives, 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 shares of Class A Common Stock 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) engaging in any hedging or
similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through
(j) of Item 4 of Schedule 13D.
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Amendment No. 1 to Schedule 13D
The following constitutes Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission (SEC) by Scopia Capital Management
LP (Scopia Capital), Scopia Management, Inc. (Scopia Management), Matthew Sirovich and Jeremy Mindich (collectively, the Reporting Persons) on June 6, 2016 (Amendment No. 1). This Amendment No. 1
amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and
restated as follows:
The aggregate purchase price of the shares of Class A Common Stock directly held by the Investment Vehicles reported herein was
$362,668,962.16. The shares of Class A Common Stock directly held by the Investment Vehicles were purchased with the working capital of the Investment Vehicles (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business). All shares of Class A Common Stock reported herein were purchased in open market transactions through a broker.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as
follows:
On August 8, 2016, the Reporting Persons delivered a presentation to the Chairman of the Board and the Lead Director of the Issuer (the
Presentation) in which the Reporting Persons urged the Issuer to eliminate its dual-class stock structure. The Reporting Persons stated in the Presentation that they believe that collapsing the Issuers dual-class stock
structure would help align the Issuer with corporate governance best practices and would lead to unlocking value for all shareholders.
The foregoing
description of the Presentation does not purport to be complete and is qualified in its entirety by reference to the full text of the Presentation, which is filed as Exhibit 99.1, and is incorporated herein by reference.
As previously disclosed, the Reporting Persons have had discussions with members of the Issuers management and members of the Issuers Board of
Directors (the Board) in connection with the Reporting Persons investment in the Issuer and may from time to time have further discussions with directors and officers of the Issuer, or discussions with other shareholders or third
parties regarding the Issuers business operations, strategies, capital structure and other matters related to the Issuer. These discussions may continue to review options for maximizing shareholder value such as negotiating the collapse of the
Issuers share class structure, enhancing the Issuers corporate governance, improving capital or asset allocation or various strategic alternatives or operational or management initiatives, 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 shares of Class A Common Stock 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) engaging in any hedging or
similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through
(j) of Item 4 of Schedule 13D.
