Page 6 of 9 SEC Filing
As of March 8, 2016, PAR Capital Management, through is control of PAR Group 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.
The percentage of shares beneficially owned as set forth in row 13 is based on 359,484,808 shares of common stock of the Issuer outstanding as of
February 9, 2016, as disclosed in the Issuers Annual Report on Form 10-K, for the year ended December 31, 2015, filed on February 18, 2016.
Representatives of the Reporting Persons have engaged in discussions with Altimeter regarding strategies to enhance shareholder value of the Issuer. As a
result, and by reason of Altimeters intention to nominate Mr. Harford for election to the Issuers board of directors, the Reporting Persons may be deemed members of a group with Altimeter and Mr. Harford as defined
in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Pursuant to such definition, the Reporting Persons, Altimeter and Mr. Harford may be deemed to beneficially own the shares of Common Stock
beneficially owned by each other solely for such purposes. Altimeter and Mr. Harford have advised the Reporting Persons that they are the beneficial owner of 11,509,268 and 40,000 shares of Common Stock, or 3.2% and less than 0.1% of the
outstanding Common Stock, respectively. Based upon such advice, the Reporting Persons and Altimeter beneficially own a combined 25,938,979 shares of Common Stock, or 7.2% of the outstanding Common Stock. The Reporting Persons expressly disclaim
beneficial ownership of any shares of Common Stock held by Altimeter, Mr. Harford and/or their respective affiliates. Accordingly, Items 11 and 13 of the cover pages to this Schedule 13D set forth the aggregate number and percentage of
outstanding shares of Common Stock that are beneficially owned by the Reporting Persons.
The Reporting Persons (i) own (and will continue to own)
less than 5% of the total outstanding Common Stock for purposes of Treasury Regulation Section 1.382-2T(g), (ii) have the sole right to dividends and/or proceeds from the sale of the Common Stock reported in Item 11 of this Schedule
13D and have no dividend or voting rights in any other shares of Common Stock, and (iii) do not have any formal or informal understanding with Altimeter, Mr. Harford or any other stockholder of the Issuer to make any coordinated
acquisitions of, or investment decisions with respect to, the Common Stock.
(c) Information with respect to all transactions by the Reporting Persons
relating to the Common Stock that were effected during the past sixty days is set forth in Annex A hereto and is incorporated by reference herein.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of Schedule 13D is hereby amended and restated as follows:
PAR Investment Partners holds a portion of its assets, which may include the Issuers securities, in prime brokerage accounts at various institutions,
which accounts provide PAR Investment Partners with access to margin or other financing. The customer and related agreements governing such accounts generally provide the broker counterparty with security, collateral or similar rights of possession,
sale or offset with respect to such account assets in the event of a customer default. Such agreements generally also provide the counterparty with rights to lend assets held in such account, in some cases without advance or other notification to
the customer. To the extent the Issuers securities owned by PAR Investment Partners are held from time to time in such prime broker accounts, they may be subject to such counterparty rights.
The Reporting Persons and Altimeter have orally agreed to share equally the costs and expenses with respect to the matters disclosed in the Joint Press
Release. It is anticipated that such costs and expenses will include those related to the solicitation of proxies, including expected expenditures for attorneys, accountants, public relations and financial advisors, proxy solicitors, advertising,
printing, transportation, litigation and related expenses.
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As of March 8, 2016, PAR Capital Management, through is control of PAR Group 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.
The percentage of shares beneficially owned as set forth in row 13 is based on 359,484,808 shares of common stock of the Issuer outstanding as of
February 9, 2016, as disclosed in the Issuers Annual Report on Form 10-K, for the year ended December 31, 2015, filed on February 18, 2016.
Representatives of the Reporting Persons have engaged in discussions with Altimeter regarding strategies to enhance shareholder value of the Issuer. As a
result, and by reason of Altimeters intention to nominate Mr. Harford for election to the Issuers board of directors, the Reporting Persons may be deemed members of a group with Altimeter and Mr. Harford as defined
in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Pursuant to such definition, the Reporting Persons, Altimeter and Mr. Harford may be deemed to beneficially own the shares of Common Stock
beneficially owned by each other solely for such purposes. Altimeter and Mr. Harford have advised the Reporting Persons that they are the beneficial owner of 11,509,268 and 40,000 shares of Common Stock, or 3.2% and less than 0.1% of the
outstanding Common Stock, respectively. Based upon such advice, the Reporting Persons and Altimeter beneficially own a combined 25,938,979 shares of Common Stock, or 7.2% of the outstanding Common Stock. The Reporting Persons expressly disclaim
beneficial ownership of any shares of Common Stock held by Altimeter, Mr. Harford and/or their respective affiliates. Accordingly, Items 11 and 13 of the cover pages to this Schedule 13D set forth the aggregate number and percentage of
outstanding shares of Common Stock that are beneficially owned by the Reporting Persons.
The Reporting Persons (i) own (and will continue to own)
less than 5% of the total outstanding Common Stock for purposes of Treasury Regulation Section 1.382-2T(g), (ii) have the sole right to dividends and/or proceeds from the sale of the Common Stock reported in Item 11 of this Schedule
13D and have no dividend or voting rights in any other shares of Common Stock, and (iii) do not have any formal or informal understanding with Altimeter, Mr. Harford or any other stockholder of the Issuer to make any coordinated
acquisitions of, or investment decisions with respect to, the Common Stock.
(c) Information with respect to all transactions by the Reporting Persons
relating to the Common Stock that were effected during the past sixty days is set forth in Annex A hereto and is incorporated by reference herein.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of Schedule 13D is hereby amended and restated as follows:
PAR Investment Partners holds a portion of its assets, which may include the Issuers securities, in prime brokerage accounts at various institutions,
which accounts provide PAR Investment Partners with access to margin or other financing. The customer and related agreements governing such accounts generally provide the broker counterparty with security, collateral or similar rights of possession,
sale or offset with respect to such account assets in the event of a customer default. Such agreements generally also provide the counterparty with rights to lend assets held in such account, in some cases without advance or other notification to
the customer. To the extent the Issuers securities owned by PAR Investment Partners are held from time to time in such prime broker accounts, they may be subject to such counterparty rights.
The Reporting Persons and Altimeter have orally agreed to share equally the costs and expenses with respect to the matters disclosed in the Joint Press
Release. It is anticipated that such costs and expenses will include those related to the solicitation of proxies, including expected expenditures for attorneys, accountants, public relations and financial advisors, proxy solicitors, advertising,
printing, transportation, litigation and related expenses.
