Page 5 of 7 SEC Filing Item
4. PURPOSE
OF TRANSACTION
The Reporting Persons
acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting
Persons acquired such shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased,
represented an attractive investment opportunity. The Investment Manager and its representatives
have, from time to time, engaged in, and expect to continue to engage in, discussions with members of the Issuer’s management
and board of directors (the “Board”), other current or prospective stockholders, industry participants, investment
professionals and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things,
the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic
alternatives and direction.
On January 25, 2016, the
Investment Manager, along with the Funds (collectively, the “SRS Parties”), entered into a cooperation agreement
with the Issuer (the “Cooperation Agreement”) whereby the parties agreed, among other things, and subject to
certain conditions, that: (i) the Issuer will increase the size of the Board to twelve directors and appoint Brian Choi, a
senior employee of the Investment Manager, to the Board no later than two business days following the execution and
delivery of the Cooperation Agreement; (ii) the Issuer will increase the size of its Board and appoint a reasonably
acceptable additional independent director recommended by the SRS Parties (the “Subsequent New Director” and,
together with Mr. Choi, the “New Directors”); (iii) the Company will include the previously appointed New
Directors in its slate of nominees for election as directors at the 2016 annual meeting of stockholders (the “2016
Annual Meeting”) and on certain committees of the Board; (iv) the
SRS Parties will abide by certain standstill provisions during the Standstill Period (as defined in the Cooperation Agreement); and (v) the SRS Parties will vote their shares of Common Stock in favor of
the Issuer’s nominees and other ordinary course proposals at the 2016 Annual Meeting.
The foregoing summary of the
Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is
referenced as Exhibit 1 to this Schedule 13D (and which is incorporated by reference to Exhibit 10.1 of the Form 8-K, filed by the Issuer on January 25, 2016).
The Investment Manager intends to review its investment in the Issuer on a
continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above,
the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management and the
Board, price levels of the Common Stock, other investment opportunities available to the Investment Manager, conditions in the
securities market and general economic and industry conditions, the Investment Manager may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate, including, without limitation, acquiring additional Common Stock
and/or other securities of the Issuer (collectively, “Securities”) or disposing of some or all of the Securities beneficially
owned by it, in public market or privately negotiated transactions; entering into financial instruments or other agreements that
increase or decrease the Investment Manager’s economic exposure with respect to its investment in the Issuer and/or otherwise
changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item
5. INTEREST
IN SECURITIES OF THE ISSUER (a) The aggregate number of shares
of Common Stock to which this Schedule 13D relates is 9,500,000 shares of Common Stock, constituting approximately 9.5% of the
outstanding Common Stock. All percentages set forth herein are based upon a total of 100,306,123 shares of Common Stock outstanding
as of October 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the SEC on November 3, 2015.
Pursuant to certain cash-settled
equity swaps, the Reporting Persons have economic exposure to, and may be deemed to beneficially own, an additional 10,500,000
notional shares of Common Stock, constituting approximately 10.5% of the outstanding shares of Common Stock, as more fully described
in Item 6 of this Schedule 13D.
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| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity. The Investment Manager and its representatives On January 25, 2016, the The foregoing summary of the The Investment Manager intends to review its investment in the Issuer on a |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) The aggregate number of shares Pursuant to certain cash-settled | |
