Page 17 of 22 – SEC Filing
In addition, pursuant to the Commitment Agreement, no later than 15 business days following the consummation of
the Business Combination, the Issuer will file with the SEC a registration statement registering the resale of the Commitment Agreement Shares and use its reasonable best efforts to have the registration statement declared effective as soon as
reasonably practicable after the filing thereof and maintain the effectiveness of the registration statement until such time as the Commitment Agreement Shares have been sold thereunder or can be sold in market transactions pursuant to Rule 144
without volume limitations under the Securities Act.
The foregoing description of the Commitment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Commitment Agreement, which is incorporated by reference as Exhibit 99.4, and is incorporated herein by reference.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions,
other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with
respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer
or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment
opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
Going forward, the Reporting Persons may have conversations with members of the Issuers management team and members of the Issuers Board of
Directors (the Board) regarding multiple topics, including, but not limited to, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in
communications with one or more officers, members of Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information in Item 4 is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory
clients and by WLRS Fund.
Holder
Total Number of Shares
FPA Crescent Fund 20,123,426 shares of Common Stock (including 17,691,717 PIPE Shares and 2,431,709 Founder Shares) Managed Accounts 646,393 shares of Common Stock (including 568,283 PIPE Shares and 78,110 Founder Shares) FPA Global Opportunity 816,923 shares of Common Stock (including 138,224 Commitment Agreement Founder Shares and 8,272 Commitment Agreement Exchange Shares) FPA Select Drawdown 1,483,784 shares of Common Stock (including 251,058 Commitment Agreement Founder Shares and 15,026 Commitment Agreement Exchange Shares) FPA Select 99,284 shares of Common Stock (including 16,799 Commitment Agreement Founder Shares and 1,005 Commitment Agreement Exchange Shares) FPA Value Partners 241,848(1) shares of Common Stock (including 25,796 Commitment Agreement Founder Shares and 1,544 Commitment Agreement Exchange Shares) WLRS Fund 1,481,699 (including 1,256,166 LLC Founder Shares and 225,533 LLC Exchange Shares)
(1) Such share amount includes 89,388 shares of Common Stock underlying warrants issued pursuant to a Warrant Agreement, dated June 5, 2014, by and between WL Ross Holding and Continental Stock Transfer &
Trust Company (the Warrant Agreement) that may be exercised 30 days following the closing of the Business Combination for an exercise price of $11.50 per share and expire five years following the closing of the Business Combination.
In addition, pursuant to the Commitment Agreement, no later than 15 business days following the consummation of
the Business Combination, the Issuer will file with the SEC a registration statement registering the resale of the Commitment Agreement Shares and use its reasonable best efforts to have the registration statement declared effective as soon as
reasonably practicable after the filing thereof and maintain the effectiveness of the registration statement until such time as the Commitment Agreement Shares have been sold thereunder or can be sold in market transactions pursuant to Rule 144
without volume limitations under the Securities Act.
The foregoing description of the Commitment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Commitment Agreement, which is incorporated by reference as Exhibit 99.4, and is incorporated herein by reference.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions,
other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with
respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer
or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment
opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
Going forward, the Reporting Persons may have conversations with members of the Issuers management team and members of the Issuers Board of
Directors (the Board) regarding multiple topics, including, but not limited to, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in
communications with one or more officers, members of Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the 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.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The information in Item 4 is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory
clients and by WLRS Fund.
| Holder | Total Number of Shares | |
| FPA Crescent Fund | 20,123,426 shares of Common Stock (including 17,691,717 PIPE Shares and 2,431,709 Founder Shares) | |
| Managed Accounts | 646,393 shares of Common Stock (including 568,283 PIPE Shares and 78,110 Founder Shares) | |
| FPA Global Opportunity | 816,923 shares of Common Stock (including 138,224 Commitment Agreement Founder Shares and 8,272 Commitment Agreement Exchange Shares) | |
| FPA Select Drawdown | 1,483,784 shares of Common Stock (including 251,058 Commitment Agreement Founder Shares and 15,026 Commitment Agreement Exchange Shares) | |
| FPA Select | 99,284 shares of Common Stock (including 16,799 Commitment Agreement Founder Shares and 1,005 Commitment Agreement Exchange Shares) | |
| FPA Value Partners | 241,848(1) shares of Common Stock (including 25,796 Commitment Agreement Founder Shares and 1,544 Commitment Agreement Exchange Shares) | |
| WLRS Fund | 1,481,699 (including 1,256,166 LLC Founder Shares and 225,533 LLC Exchange Shares) | |
| (1) | Such share amount includes 89,388 shares of Common Stock underlying warrants issued pursuant to a Warrant Agreement, dated June 5, 2014, by and between WL Ross Holding and Continental Stock Transfer & Trust Company (the Warrant Agreement) that may be exercised 30 days following the closing of the Business Combination for an exercise price of $11.50 per share and expire five years following the closing of the Business Combination. |