Page 7 of 12 – SEC Filing
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used by
the Reporting Persons in purchasing the Shares reported herein on behalf of the Funds and the Managed Accounts have come directly from the assets of the Funds and the Managed Accounts controlled by such Reporting Persons and their affiliates, which
may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business and proceeds from short sales of Shares. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported
herein on behalf of the Funds and the Managed Accounts was $70,258,487.20.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares reported herein on
behalf of the Funds and the Managed Accounts after the public announcement of the Merger Agreement (as defined below) for purposes of tendering such Shares to MergerSub (as defined below) in the Offer (as defined below) and receiving the Offer Price
(as defined below) upon consummation of the Offer. The Reporting Persons currently intend to tender the Shares reported herein to MergerSub in the Offer to receive the Offer Price upon consummation of the Offer.
120 of the Shares reported on Schedule A attached hereto were acquired by the Reporting Persons to cover existing short positions that
were established on behalf of Magnetar Tactical Trading Master Fund Ltd, a Cayman Islands exempted company (Magnetar Tactical Trading Master Fund), which is a private investment fund of which Magnetar Financial serves as
investment adviser.
Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market,
in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this
Item 4.
Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to,
or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The aggregate amount of funds used by
the Reporting Persons in purchasing the Shares reported herein on behalf of the Funds and the Managed Accounts have come directly from the assets of the Funds and the Managed Accounts controlled by such Reporting Persons and their affiliates, which
may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business and proceeds from short sales of Shares. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported
herein on behalf of the Funds and the Managed Accounts was $70,258,487.20.
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired the Shares reported herein on
behalf of the Funds and the Managed Accounts after the public announcement of the Merger Agreement (as defined below) for purposes of tendering such Shares to MergerSub (as defined below) in the Offer (as defined below) and receiving the Offer Price
(as defined below) upon consummation of the Offer. The Reporting Persons currently intend to tender the Shares reported herein to MergerSub in the Offer to receive the Offer Price upon consummation of the Offer.
120 of the Shares reported on Schedule A attached hereto were acquired by the Reporting Persons to cover existing short positions that
were established on behalf of Magnetar Tactical Trading Master Fund Ltd, a Cayman Islands exempted company (Magnetar Tactical Trading Master Fund), which is a private investment fund of which Magnetar Financial serves as
investment adviser.
Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market,
in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this
Item 4.
Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to,
or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
