Page 5 of 9 SEC Filing
This Amendment No.2 (this Amendment) to Schedule 13D (as amended to date, the
Schedule 13D) is being filed by PAR Investment Partners, L.P., a Delaware limited partnership (PAR Investment Partners), PAR Group, L.P., a Delaware limited partnership (PAR Group), and PAR
Capital Management, Inc., a Delaware corporation (PAR Capital Management). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes individually referred to herein as a Reporting Person and
collectively as the Reporting Persons. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D. Except as otherwise specifically amended in this Amendment,
items in the Schedule 13D remain unchanged.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of Schedule 13D is hereby amended and
restated as follows:
PAR Investment Partners used approximately $722,699,041 (including brokerage commissions) of the working capital of PAR Investment
Partners in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D. Such shares of Common Stock are or may be held from time to time by PAR Investment Partners in margin accounts established with its brokers or banks and
a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of
debit balances in the margin accounts.
Item 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is hereby amended by adding the following paragraph
to the end thereof:
On March 8, 2016, Altimeter Capital Management, LP (Altimeter Capital Management) and PAR Capital Management
issued a joint press release (the Joint Press Release) disclosing their intention to encourage the Issuers stockholders to elect at the Issuers 2016 annual meeting of stockholders (the Annual
Meeting) a minority board slate nominated by Altimeter Capital Management and its affiliates (Altimeter). Altimeter has submitted to the Issuer a notice of its intention to nominate Brenda Yester Baty, Gordon Bethune,
Brad Gerstner, Barnaby Harford (Mr. Harford), Rodney ONeal and Tina Beth Sharkey for election to the Issuers board of directors at the Annual Meeting. Along with this formal minority-slate nomination notice, on
March 8, 2016 Altimeter Capital Management and PAR Capital Management also delivered a letter highlighting concerns about the Issuers board composition, the boards record, and the Issuers resulting long-term underperformance.
A copy of the Joint Press Release is attached as Exhibit 99.2 to this Schedule 13D and is incorporated by reference herein.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of Schedule 13D is hereby amended and restated as
follows:
(a)-(b) As of March 8, 2016, PAR Investment Partners may be deemed to beneficially own 14,389,711shares of Common Stock, representing
approximately 4.0% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock.
As of March 8, 2016, PAR Group, through
its control of PAR Investment Partners as general partner, may be deemed to beneficially own 14,389,711shares of Common Stock, representing approximately 4.0% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock.
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This Amendment No.2 (this Amendment) to Schedule 13D (as amended to date, the
Schedule 13D) is being filed by PAR Investment Partners, L.P., a Delaware limited partnership (PAR Investment Partners), PAR Group, L.P., a Delaware limited partnership (PAR Group), and PAR
Capital Management, Inc., a Delaware corporation (PAR Capital Management). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes individually referred to herein as a Reporting Person and
collectively as the Reporting Persons. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D. Except as otherwise specifically amended in this Amendment,
items in the Schedule 13D remain unchanged.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of Schedule 13D is hereby amended and
restated as follows:
PAR Investment Partners used approximately $722,699,041 (including brokerage commissions) of the working capital of PAR Investment
Partners in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D. Such shares of Common Stock are or may be held from time to time by PAR Investment Partners in margin accounts established with its brokers or banks and
a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of
debit balances in the margin accounts.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is hereby amended by adding the following paragraph
to the end thereof:
On March 8, 2016, Altimeter Capital Management, LP (Altimeter Capital Management) and PAR Capital Management
issued a joint press release (the Joint Press Release) disclosing their intention to encourage the Issuers stockholders to elect at the Issuers 2016 annual meeting of stockholders (the Annual
Meeting) a minority board slate nominated by Altimeter Capital Management and its affiliates (Altimeter). Altimeter has submitted to the Issuer a notice of its intention to nominate Brenda Yester Baty, Gordon Bethune,
Brad Gerstner, Barnaby Harford (Mr. Harford), Rodney ONeal and Tina Beth Sharkey for election to the Issuers board of directors at the Annual Meeting. Along with this formal minority-slate nomination notice, on
March 8, 2016 Altimeter Capital Management and PAR Capital Management also delivered a letter highlighting concerns about the Issuers board composition, the boards record, and the Issuers resulting long-term underperformance.
A copy of the Joint Press Release is attached as Exhibit 99.2 to this Schedule 13D and is incorporated by reference herein.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of Schedule 13D is hereby amended and restated as
follows:
(a)-(b) As of March 8, 2016, PAR Investment Partners may be deemed to beneficially own 14,389,711shares of Common Stock, representing
approximately 4.0% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock.
As of March 8, 2016, PAR Group, through
its control of PAR Investment Partners as general partner, may be deemed to beneficially own 14,389,711shares of Common Stock, representing approximately 4.0% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock.
