Filing Details
- Accession Number:
- 0001193125-17-183446
- Form Type:
- 13D Filing
- Publication Date:
- 2017-05-25 14:28:56
- Filed By:
- Onex Corp
- Company:
- Genesis Healthcare Inc. (NYSE:GEN)
- Filing Date:
- 2017-05-25
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Onex Corporation | 0 | 14,457,136 | 0 | 14,457,136 | 14,457,136 | 15.8% |
| Onex Partners | 0 | 11,068,849 | 0 | 11,068,849 | 11,068,849 | 12.5% |
| Onex US Principals | 0 | 67,450 | 0 | 67,450 | 67,450 | 0.1% |
| Onex Real Estate Holdings III Inc | 0 | 3,320,837 | 0 | 3,320,837 | 3,320,837 | 4.1% |
| Gerald W. Schwartz | 0 | 14,457,136 | 0 | 14,457,136 | 14,457,136 | 15.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Genesis Healthcare, Inc.
(formerly known as Skilled Healthcare Group, Inc.)
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
37185X 106
(CUSIP Number)
Andrea Daly, Esq.
c/o Onex Corporation
161 Bay Street
P.O. Box 700
Toronto, Ontario M5J 2S1
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 16, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| CUSIP No. 37185X 106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS:
Onex Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
14,457,136 shares of Class A Common Stock (the Class A Common Stock) issuable on conversion of Class B Common Stock of the Issuer (the Class B Common Stock). | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017). | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
2
| CUSIP No. 37185X 106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS:
Onex Partners LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
11,068,849 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
11,068,849 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,068,849 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017). | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
3
| CUSIP No. 37185X 106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS:
Onex US Principals LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
67,450 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
67,450 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,450 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017). | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
4
| CUSIP No. 37185X 106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS:
Onex Real Estate Holdings III Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,320,837 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,320,837 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,320,837 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017). | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
5
| CUSIP No. 37185X 106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS:
Gerald W. Schwartz | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% of the Issuers shares of Class A Common Stock, assuming exchange of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017). | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
6
This Amendment No. 2 to Schedule 13D (Amendment No. 2) relates to shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock of Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.), and amends and supplements the Schedule 13D previously filed by Onex Corporation and other reporting persons with the Securities and Exchange Commission (SEC) on September 24, 2012, as amended by Amendment No. 1 thereto filed by Onex Corporation and other reporting persons with the SEC on February 11, 2015 (collectively, the Schedule 13D). This Amendment No. 2 amends the Schedule 13D, as set forth below.
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended to add the following to the end of the seventh paragraph thereof:
Onex American Holdings II LLC owns all of the equity of Onex American Holdings GP LLC. Onex American Holdings II LLC is a Delaware limited liability company. Onex American Holdings II LLCs principal business is to act as a holding company. The address and principal offices of Onex American Holdings II LLC is 421 Leader Street, Marion, Ohio 43302. Onex directly controls Onex American Holdings II LLC.
In addition, Schedules A, B, and C of the Schedule 13D are hereby amended, restated, and replaced in their entirety by Schedules A, B, and C attached hereto and incorporated by reference herein.
Item 4. Purpose of the Transaction.
The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Persons acquired the shares of Class B Common Stock of the Issuer (the Stock) for investment purposes and to influence control over the management of the Issuer. The Reporting Persons do not currently control the management of the Issuer nor do they intend to seek to influence control of the management of the Issuer. Each Reporting Person continuously evaluates its ownership of the Stock and the Issuers business and industry, and in connection therewith, has recently sold a number of shares of Stock in the open market. Depending on the market price of the Issuers Class A Common Stock, general market and economic conditions, and other factors that each Reporting Person may deem material or relevant to its investment decision, such Reporting Person will continue to evaluate further the potential sale of all or a portion of the remaining Stock of the Company it now or hereafter owns.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
Amount beneficially owned:
| Onex Corporation | 14,457,136 | (1) | ||
| Onex Partners LP (OPLP) | 11,068,849 | (2) | ||
| Onex US Principals LP (USLP) | 67,450 | (3) | ||
| Onex Real Estate Holdings III Inc. (OREH) | 3,320,837 | (4) | ||
| Gerald W. Schwartz | 14,457,136 | (5) |
| (1) | Onex may be deemed to own beneficially the shares of Class A Common Stock directly owned by (a) OPLP, through its ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of OPLP, (b) USLP, through its ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of USLP and (c) OREH, through its ownership of all of the common stock of OREH. Onex disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. |
| (2) | Represents shares directly owned by OPLP. All of the shares directly owned by OPLP are reported as beneficially owned by each of OPLP, Onex and Gerald W. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by OPLP. |
7
| (3) | Represents shares directly owned by USLP. All of the shares directly owned by USLP are reported as beneficially owned by each of USLP, Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by USLP. |
| (4) | Represents shares directly owned by OREH. All of the shares directly owned by OREH are reported as beneficially owned by each of OREH, Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by OREH. |
| (5) | Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex, also indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as a result, may be deemed to beneficially own all shares in the Issuer reported as beneficially owned by Onex Corporation (see footnote 1). Mr. Schwartz disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
Percent of class (based on 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017 and assuming conversion of the Reporting Persons Class B Common Stock into Class A Common Stock):
| Onex Corporation | 15.8 | % | ||
| Onex Partners LP | 12.5 | % | ||
| Onex US Principals LP | 0.1 | % | ||
| Onex Real Estate Holdings III Inc. | 4.1 | % | ||
| Gerald W. Schwartz | 15.8 | % |
Number of shares as to which the person has:
| (i) Sole power to vote or to direct the vote: | ||||
| Onex Corporation | 0 | |||
| Onex Partners LP | 0 | |||
| Onex US Principals LP | 0 | |||
| Onex Real Estate Holdings III Inc. | 0 | |||
| Gerald W. Schwartz | 0 | |||
| (ii) Shared power to vote or to direct the vote(1): | ||||
| Onex Corporation | 14,457,136 | |||
| Onex Partners LP | 11,068,849 | |||
| Onex US Principals LP | 67,450 | |||
| Onex Real Estate Holdings III Inc. | 3,320,837 | |||
| Gerald W. Schwartz | 14,457,136 | |||
| (iii) Sole power to dispose or to direct the disposition of: | ||||
| Onex Corporation | 0 | |||
| Onex Partners LP | 0 | |||
| Onex US Principals LP | 0 | |||
| Onex Real Estate Holdings III Inc. | 0 | |||
| Gerald W. Schwartz | 0 | |||
| (iv) Shared power to dispose or to direct the disposition of: | ||||
| Onex Corporation | 14,457,136 | |||
| Onex Partners LP | 11,068,849 | |||
| Onex US Principals LP | 67,450 | |||
| Onex Real Estate Holdings III Inc. | 3,320,837 | |||
| Gerald W. Schwartz | 14,457,136 |
| (1) | The shares beneficially owned by Onex, OPLP, USLP, OREH and Mr. Schwartz represent 9.4%, 7.2%, 0.04%, 2.1% and 9.4%, respectively, of the aggregate voting power of the outstanding shares of the Issuer (based on an aggregate of 154,532,140 shares of Class A Common Stock, Class B Common Stock and Class C Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017). |
8
Set forth below are all transactions (each of which were effected by a broker in open market transactions) of the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2 of the Schedule 13D (as amended by this Amendment No. 2) during the past 60 days in shares of the Issuers Class B Common Stock (no such transactions were effected in shares of the Issuers Class A Common Stock). However, each share of Class B Common Stock is automatically convertible into one share of Class A Common Stock upon transfer to a third party.
| Reporting Person | Date of Transaction | No. of shares of Class B Common Stock sold | Price per share | |||||||||
| Onex Partners LP | | 5/16/17 5/17/17 5/18/17 5/19/17 | | | 2,603 13,608 188,509 19,983 | | $ $ $ $ | 2.27 2.22 2.26 2.22 |
| |||
| Onex US Principals LP | | 5/16/17 5/17/17 5/18/17 5/19/17 | | | 16 83 | | $ $ $ $ | 2.27 2.22 2.26 2.22 |
| |||
| Onex Real Estate Holdings III Inc. | | 5/16/17 5/17/17 5/18/17 5/19/17 | | | 781 4,083 56,555 5,995 | | $ $ $ $ | 2.27 2.22 2.26 2.22 |
| |||
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: May 25, 2017
| ONEX CORPORATION | ||
| By: | /s/ Andrea E. Daly | |
| Name: Andrea E. Daly | ||
| Title: Managing Director, General Counsel and Secretary | ||
| ONEX PARTNERS LP | ||
| By: Onex Partners GP LP, its General Partner | ||
| By: Onex Partners Manager LP, its Agent | ||
| By: Onex Partners Manager GP ULC, its General Partner | ||
| By: | /s/ Joshua Hausman | |
| Name: Joshua Hausman | ||
| Title: Managing Director | ||
| ONEX US PRINCIPALS LP
By: Onex American Holdings GP LLC, its General Partner | ||
| By: | /s/ Joshua Hausman | |
| Name: Joshua Hausman | ||
| Title: Director | ||
| ONEX REAL ESTATE HOLDINGS III INC. | ||
| By: | /s/ Andrea E. Daly | |
| Name: Andrea E. Daly | ||
| Title: Vice President and Secretary | ||
| GERALD W. SCHWARTZ | ||
| By: | /s/ Andrea E. Daly | |
| Name: Andrea E. Daly | ||
| Title: Attorney-in-fact for Gerald W. Schwartz, pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017 | ||
10
Schedule A
Directors and Executive Officers of Onex Corporation (Onex)
The name, business address and present principal occupation of each director and executive officer of Onex are set forth below. All executive officers and directors listed on this Schedule A are Canadian citizens, except as specifically indicated below. All occupation or employment positions are with Onex, except as specifically indicated below.
| Name | Business Address | Present Principal Occupation or Employment | ||
| Gerald W. Schwartz | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Chairman of the Board, President, Chief Executive Officer and Director | ||
| Ewout R. Heersink | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Director and Senior Managing Director | ||
| Anthony Munk | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Senior Managing Director | ||
| Donald W. Lewtas | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director | ||
| Seth M. Mersky (U.S. Citizen) | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Senior Managing Director | ||
| Andrea E. Daly | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director, General Counsel and Secretary | ||
| William A. Etherington | 118 Yorkville Avenue Suite 701 Toronto, Ontario Canada M5R 1H5 | Director; Corporate Director | ||
| John B. McCoy (U.S. Citizen) | 6767 North Ocean Blvd., #15 Ocean Ridge, Florida USA 33435 | Director; Retired | ||
| Christopher A. Govan | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Chief Financial Officer | ||
11
| Name | Business Address | Present Principal Occupation or Employment | ||
| Daniel C. Casey | Creson Corporation 170 Merton Street Toronto, Ontario Canada M4S 1A1 | Director; Chairman, Chief Executive Officer and President of Creson Corporation, an Ontario real estate company | ||
| David J. Mansell | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director | ||
| Serge Gouin | 740 Pratt Avenue Outremont, Quebec Canada H2V 2T6 | Director; Retired | ||
| Konstantin Gilis | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director | ||
| J. Robert S. Prichard, O.C. | Torys LLP 79 Wellington Street West, Suite 3000 Toronto, Ontario Canada M5K 1N2 | Director; Chairman of Torys LLP | ||
| Arni C. Thorsteinson | Shelter Canadian Properties Limited 2600-7 Evergreen Place Winnipeg, Manitoba Canada R3L 2T3 | Director; President of Shelter Canadian Properties Limited | ||
| Heather M. Reisman | Indigo Books & Music Inc. 468 King St. W. Suite 500 Toronto, Ontario M5V 1L8 | Director; Chair and Chief Executive Officer of Indigo Books & Music Inc. | ||
| Peter C. Godsoe | Scotia Plaza, Suite 3005 40 King Street West Toronto, Ontario Canada M5H 1H1 | Director; Corporate Director | ||
| Mitchell Goldhar | 700 Applewood Crescent Vaughan, Ontario Canada L4K 5X3 | Director; Chairman of SmartREIT; President and Chief Executive Officer of Penguin Investments Inc. | ||
| Arianna Huffington (U.S. Citizen) | 158 Mercer Street #6M New York, New York USA 10012 | Director, Chief Executive Officer of Thrive Global | ||
| Tawfiq Popatia | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director | ||
12
| Name | Business Address | Present Principal Occupation or Employment | ||
| David Copeland | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director Tax | ||
| Manish K. Srivastava | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director | ||
| Emma Thompson | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Managing Director Investor Relations | ||
13
Schedule B
Directors and Executive Officers of Onex Partners GP Inc. (Partners GP)
The name, business address and present principal occupation of each director and executive officer of Partners GP are set forth below. All executive officers and directors listed on this Schedule B are United States citizens, except as specifically indicated below.
| Name | Business Address | Present Principal Occupation | ||
| Joshua Hausman | c/o Onex Investment Corp. 712 Fifth Avenue New York, NY 10019 | Director and Vice President; Managing Director of Onex Investment Corp. | ||
| Robert M. LeBlanc | c/o Onex Investment Corp. 712 Fifth Avenue New York, NY 10019 | Director and President; Senior Managing Director of Onex Investment Corp. | ||
| Matthew Ross | c/o Onex Investment Corp. 712 Fifth Avenue New York, NY 10019 | Vice President, Managing Director of Onex Investment Corp. | ||
| David Copeland (Canadian Citizen) | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Vice President; Managing Director Tax of Onex Corporation | ||
14
Schedule C
Directors and Executive Officers of Onex Real Estate Holdings III Inc. (OREH)
The name, business address and present principal occupation of each director and executive officer of OREH are set forth below. All executive officers and directors listed on this Schedule C are Canadian citizens, except as specifically indicated below.
| Name | Business Address | Present Principal Occupation | ||
| Anthony Munk | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Director and Vice President; Senior Managing Director of Onex Corporation | ||
| Robert M. LeBlanc (U. S. Citizen) | c/o Onex Investment Corp. 712 Fifth Avenue New York, NY 10019 | Director and Vice President; Senior Managing Director of Onex Investment Corp. | ||
| Christopher A. Govan | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Director and President; Chief Financial Officer of Onex Corporation | ||
| Andrea E. Daly | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Vice President and Secretary; Managing Director, General Counsel and Secretary of Onex Corporation | ||
| Ewout R. Heersink | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Vice President; Senior Managing Director of Onex Corporation | ||
| Seth M. Mersky (U.S. Citizen) | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Vice President; Senior Managing Director of Onex Corporation | ||
| David Copeland | 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 | Vice President; Managing Director Tax of Onex Corporation | ||
15