Page 18 of 22 – SEC Filing
As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds
(collectively, the FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities. In addition, as the
investment adviser to members of WLRS Fund, FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund due such members approval right with respect to transfers of the securities of the Issuer held by WLRS
Fund, and therefore FPA may be deemed to beneficially own such securities. As members of WLRS Fund, FPA Crescent Fund and the Managed Accounts may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to
such approval right, and therefore FPA Crescent Fund and the Managed Accounts may be deemed to beneficially own such securities.
(c) The information in
Item 4 is incorporated herein by reference. Except as set forth in Exhibit 99.5 attached hereto or disclosed elsewhere in this Schedule 13D, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by
any of the Reporting Persons.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is
incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds
(collectively, the FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities. In addition, as the
investment adviser to members of WLRS Fund, FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund due such members approval right with respect to transfers of the securities of the Issuer held by WLRS
Fund, and therefore FPA may be deemed to beneficially own such securities. As members of WLRS Fund, FPA Crescent Fund and the Managed Accounts may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to
such approval right, and therefore FPA Crescent Fund and the Managed Accounts may be deemed to beneficially own such securities.
(c) The information in
Item 4 is incorporated herein by reference. Except as set forth in Exhibit 99.5 attached hereto or disclosed elsewhere in this Schedule 13D, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by
any of the Reporting Persons.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is
incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.