-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EF6F0/yg1LYb09VdoTNhWu2eprNEHzQRTAOk7hBc0PkNB4ciMWraQ5Q2PzhSK0p+ i/xZQgAHFyk1SH7ozSD2Yw== 0001193125-08-084491.txt : 20080418 0001193125-08-084491.hdr.sgml : 20080418 20080418121943 ACCESSION NUMBER: 0001193125-08-084491 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080418 DATE AS OF CHANGE: 20080418 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND III, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDDY ICE HOLDINGS INC CENTRAL INDEX KEY: 0001268984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 562381368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81078 FILM NUMBER: 08763877 BUSINESS ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1800 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 214 526 6740 MAIL ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1800 CITY: DALLAS STATE: TX ZIP: 75231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 13 TO SCHEDULE 13D Amendment No. 13 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Act of 1934

(Amendment No. 13)*

 

 

 

REDDY ICE HOLDINGS, INC.

(Name of Issuer)

 

 

Common Shares, $0.01 Par Value

(Title of Class of Securities)

 

 

75734R105

(CUSIP Number)

 

 

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

April 17, 2008

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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(b) for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s 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).

ITEM 1. Security and Issuer.

This statement amends the Schedule 13D dated May 16, 2007, as amended by Amendment No. 1, dated July 16, 2007, Amendment No. 2, dated July 19, 2007, Amendment No. 3, dated July 23, 2007, Amendment No. 4, dated July 31, 2007, Amendment No. 5, dated August 8, 2007, Amendment No. 6, dated October 12, 2007, Amendment No. 7, dated January 16, 2008, Amendment No. 8, dated February 4, 2008, Amendment No. 9, dated February 11, 2008, Amendment No. 10, dated February 14, 2008, Amendment No. 11, dated February 22, 2008, and Amendment No. 12, dated March 6, 2008 (as amended, the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”) with respect to Common Shares, $0.01 par value per share (“Common Shares”), of Reddy Ice Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 13 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

 

ITEM 4. Purpose of Transaction.

The Reporting Persons entered into a Letter Agreement, dated as of April 17, 2008 (the “Letter Agreement”), with the Company, pursuant to which two nominees of the Reporting Persons, Christopher S. Kiper, a Vice President of Shamrock Capital Advisors, and Michael H. Rauch, of counsel to the law firm of Fried, Frank, Harris, Shriver & Jacobson LLP, have been designated by the Reporting Persons and appointed to the Company’s Board of Directors (the “Board”). Pursuant to the Letter Agreement, the size of the Board was expanded to seven directors and Messrs. Kiper and Rauch have been appointed to fill the resulting vacancies.

The Letter Agreement provides that, for the period from April 17, 2008 until the earlier of December 1, 2009 and the date on which the Reporting Persons owns less than 5% of the Company’s outstanding common stock (such period, the “Effective Period”), the Reporting Persons will have the right to designate two members of the Board. The Reporting Person’s designees will be included in the Board’s proxy slates nominated for election to the Board during the Effective Period. The Letter Agreement also provides that during the Effective Period, the Reporting Persons (i) will support the Board’s proxy slates and not support or participate in any “withhold the vote” or similar campaign or (ii) will not propose any proxy resolutions or conduct any proxy solicitations or propose nominees except to the Board and its committees.

 

- 2 -

The Company has agreed that, during the Effective Period, it will not, without SAVF’s consent, (i) change the size of the Board, other than as contemplated by the Letter Agreement, (ii) amend its certificate of incorporation or bylaws, (iii) select a date earlier than December 1, 2009 as the deadline for advance notice to the Company of stockholder proposals with respect to the Company’s 2010 annual stockholders meeting or (iv) enter into any agreement to do any of the foregoing.

The Letter Agreement also provides for the modification of the membership of the Board’s committees as a result of the appointment of Messrs. Kiper and Rauch as directors. Effective April 17, 2007, Mr. Kiper will serve on the Compensation Committee, the Audit Committee and the Special Committee and Mr. Rauch will serve on the Corporate Governance and Nominating Committee and the Special Committee.

The foregoing description of the Letter Agreement is qualified in its entirety by the complete text of the agreement which is attached hereto as Exhibit 23 and incorporated herein by reference.

In connection with Mr. Rauch’s service as a nominee of the Reporting Persons and member of the Board, SAVF has agreed to (i) pay him an annual retainer of $150,000 and (ii) provide him with limited indemnification for the duration of his service.

2. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

 

ITEM 7. Material to be Filed as Exhibits.

 

         

Document

Exhibit 23

    —      Letter Agreement, dated April 17, 2008 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P. and Reddy Ice Holdings, Inc.

Exhibit 24

    —      Joint Filing Agreement, dated May 16, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

 

- 3 -

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: April 17, 2008

 

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:  

Shamrock Activist Value Fund GP, L.L.C.,

its general partner

By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Stanley P. Gold
  Name:   Stanley P. Gold
  Title:   President and Chief Executive Officer
SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:  

Shamrock Activist Value Fund GP, L.L.C.,

its general partner

By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Stanley P. Gold
  Name:   Stanley P. Gold
  Title:   President and Chief Executive Officer
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:  

Shamrock Activist Value Fund GP, L.L.C.,

its general partner

By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Stanley P. Gold
  Name:   Stanley P. Gold
  Title:   President and Chief Executive Officer

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Stanley P. Gold
  Name:   Stanley P. Gold
  Title:   President and Chief Executive Officer
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:   /s/ Stanley P. Gold
  Name:   Stanley P. Gold
  Title:   President and Chief Executive Officer

Exhibit Index

 

         

Document

Exhibit 23

    —      Letter Agreement, dated April 17, 2008 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P. and Reddy Ice Holdings, Inc.

Exhibit 24

    —      Joint Filing Agreement, dated May 16, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.
 EX-23 2 dex23.htm LETTER AGREEMENT Letter Agreement

Exhibit 23

REDDY ICE HOLDINGS, INC.

8750 North Central Expressway, Suite 1800

Dallas, Texas 75231

April 17, 2008

Mr. Stanley P. Gold

Shamrock Activist Value Fund, L.P.

4444 Lakeside Drive

Burbank, California 91505

The following sets forth the agreement between Shamrock Activist Value Fund, L.P. (“SAVF”) and its affiliates listed in the signature blocks below (collectively, “Shamrock”) and Reddy Ice Holdings, Inc. (the “Company”):

1.       The number of directors constituting the full Board of Directors of the Company (the “Board”) will be increased by the Board to seven directors within one business day after execution of this agreement by all parties hereto. Mr. Christopher Kiper will be appointed to the Board effective on the first business day following the execution of this agreement by all parties hereto, to fill one of the vacant directorships. Mr. Michael Rauch will be appointed to the Board effective on the first business day following the execution of this agreement by all parties hereto, to fill the other vacant directorship. The parties hereto acknowledge that Mr. Tracy Noll has informed the Board of his decision not to stand for reelection to the Board, as a result of which his term would end effective May 28, 2008, upon the election of directors at the Company’s annual meeting. The Board will cause the number of directors constituting the full Board (the “Board Size”) to be reduced to six directors effective May 28, 2008 or earlier if Mr. Noll were to resign prior to such date. If the Company names a new Chief Executive Officer during the Effective Period, the Board, acting as a whole, may add such individual as an additional director. In that event, (A) the Board Size shall be temporarily increased to seven upon such individual’s election and (B) upon the subsequent departure of a member of the Board, the Board shall cause the Board Size to be reduced to six directors.

From and after the date of the appointments of Messrs. Kiper and Rauch until the earlier of (A) December 1, 2009 and (B) the date as of which Shamrock beneficially owns less than 5.0% of the Company’s outstanding common stock (such period, the “Effective Period”), the Company shall take no other action to (i) otherwise change the size (whether by increase or decrease) of the Board, other than as contemplated herein, (ii) amend, in any respect, the certificate of incorporation or bylaws of the Company, other than as contemplated herein, (iii) select a date earlier than December 1, 2009 as the deadline for advance notice to the Company of stockholder proposals with respect to the Company’s 2010 annual stockholders meeting or (iv) enter into any agreement to do any of the foregoing, in each case, without the prior written consent of SAVF.

2.       During the Effective Period, Shamrock shall have the right to have two representatives designated by SAVF (the “SAVF Designees”) included in the Board’s slate nominated for election to the Board, in each case provided that such SAVF Designees are acceptable to the Company in the good faith reasonable discretion of the Board, and the Board will duly adopt a

resolution nominating such representatives for election to the Board at each annual meeting of the Company’s stockholders during the Effective Period and directing the Company and its officers and agents to solicit votes for the election of each of the nominees included in the Board’s slate in the same manner. Pursuant to the terms of this agreement, the Company will use its commercially reasonable efforts to secure the election to the Board of each such SAVF Designee during the Effective Period. The Company hereby confirms that each of Messrs. Kiper and Rauch is reasonably acceptable to the Board, and Shamrock confirms that the appointments of Messrs. Kiper and Rauch to the Board in satisfaction of the requirements of paragraph 1 meet the requirements of this paragraph 2. For avoidance of doubt, Shamrock shall not have the right to have a representative designated by SAVF included in the Board’s slate nominated for election to the Board if the election of such SAVF Designee would cause more than two SAVF Designees to be serving on the Board.

3.       If, during the Effective Period, any SAVF Designee is unable or unwilling to continue to serve on the Board and as a result there is a vacancy created on the Board, the Board shall, consistent with its fiduciary duties, appoint a replacement designated by SAVF to fill the resulting vacancy, provided that such substitute SAVF Designee otherwise satisfies the requirements for nomination set forth in the preceding paragraph. In addition, SAVF shall have the right to designate a replacement SAVF Designee, for election to the Board at any meeting of Company stockholders during the Effective Period, upon notice to the Company.

4.       During the Effective Period and for as long as each SAVF Designee meets the requirements for nomination set forth in the preceding paragraphs, the Board shall, consistent with its fiduciary duties, (i) nominate such SAVF Designee for election at such annual stockholders meeting, (ii) recommend and use its commercially reasonable efforts to support each such SAVF Designee’s election to the Board as described in paragraph 2; and (iii) appoint such SAVF Designees to the committees of the Board as described in paragraph 6.

 

5. During the Effective Period and provided the Board and the Company otherwise are in compliance with this agreement:

(a) Shamrock will vote all of the shares it owns in support of each slate of directors nominated by the Board (and will not support or participate in any “withhold the vote” or similar campaign, or support any other Board nominees other than the slate of directors nominated by the Board);

(b) Except for candidates SAVF is entitled to have appointed pursuant to paragraph 1 or nominated as SAVF Designees pursuant to paragraph 2 or designated as a replacement for a SAVF Designee who has left the Board pursuant to paragraph 3 above, Shamrock will not propose (other than a proposal to the Board or committee thereof as permitted by paragraph 5(c)) any candidates for election as directors of the Company; and

(c) Shamrock will not: (i) propose any shareholder proposals or proxy resolutions or make any proposal regarding nominees for director for approval by the Company’s stockholders; provided, however, that Shamrock will be entitled to make any proposals or nominee suggestions it wishes solely to the Board or a committee thereof or to members

 

2

of the Company’s management; or (ii) except as permitted pursuant to Section 7, conduct any proxy solicitations with respect to the voting of the Company’s voting securities against the recommendation of the Board regarding the election of directors.

Subject to the appointment of the persons specified in paragraph 1 as directors of the Company and the Company’s and the Board’s continued compliance with the terms hereof, Shamrock withdraws its previously announced notice of its intent to nominate directors with respect to the Company’s 2008 annual stockholders meeting.

6.       Each of the parties hereto agrees that, within one business day after execution of this agreement, the Board will duly adopt resolutions appointing (A) Mr. Kiper to the Compensation Committee, (B) Mr. Kiper to the Audit Committee, and (C) Mr. Rauch to the Corporate Governance and Nominating Committee. As a result of the foregoing appointments pursuant to this paragraph 6, (i) the Compensation Committee shall be reconstituted to consist of Mr. Theodore Host, Mr. Robert Verdecchio and Mr. Kiper; (ii) the Audit Committee shall consist of Mr. Tracy Noll (until the earlier of his retirement from the Board or May 28, 2008), Mr. Michael McGrath, Mr. Verdecchio and Mr. Kiper; (iii) the Corporate Governance and Nominating Committee shall consist of Messrs. McGrath, Host and Rauch; and (iv) the Special Committee shall consist of Messrs. Host, McGrath, Verdecchio, Kiper, Rauch and Mr. Noll (until the earlier of his retirement from the Board or May 28, 2008).

During the Effective Period, unless otherwise consented to in writing, both SAVF Designees shall be members of the Special Committee and at least one SAVF Designee shall be a member of each of the other committees and subcommittees of the Board.

7.       Notwithstanding the foregoing or anything to the contrary herein, nothing in this agreement shall in any way limit Shamrock’s rights as a stockholder to freely vote its securities on any matter other than with respect to the election of directors (as to which Shamrock shall comply with the terms hereof during the Effective Period).

8.       Each of the parties hereto agrees that each of the SAVF Designees, upon appointment or election to the Board, will serve as an integral member of the Board and be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are applicable to all non-management directors of the Company.

9.       Each of SAVF and the other entities included within Shamrock agrees that it will cause its affiliates, current and future, to comply with the terms of this agreement.

10.       The Company shall issue a mutually agreed upon press release within 24 hours of this letter having been executed by Shamrock and the Company announcing the terms of this agreement.

11.       This agreement may only be modified through a written agreement signed by the Company and by SAVF.

 

3

12.       This agreement has been duly authorized by the Board and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Upon execution and delivery by Shamrock, this agreement will be a valid and binding obligation of Shamrock, enforceable against Shamrock in accordance with its terms.

13.       Each of the Company and Shamrock acknowledges and agrees that irreparable harm would occur in the event any of the provision of this agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breach of the provisions of this agreement and to enforce specifically the terms and provisions hereof in the Court of Chancery or any federal court in the State of Delaware, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.

14.       This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of laws provisions thereof.

15.       This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

16.       This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

4

Please indicate your agreement with the terms set forth above by signing below.

 

Very truly yours,
REDDY ICE HOLDINGS INC.
By:   /s/ William P. Brick
  Name: William P. Brick
 

Title:   Chairman of the Board, Chief Executive

            Officer and President

By:   /s/ Robert N. Verdecchio
  Name: Robert N. Verdecchio
 

Title:   Director and Chairman of the

            Corporate Governance and Nominating

            Committee

 

Accepted and agreed as of the date set forth above.

 

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:   Shamrock Activist Value Fund GP, L.L.C.,
  its general partner
By:   Shamrock Partners Activist Value Fund, L.L.C.,
  its managing member
By:   /s/ Stanley P. Gold
  Name: Stanley P. Gold
  Title:   President
SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:   Shamrock Activist Value Fund GP, L.L.C.,
  its general partner
By:   Shamrock Partners Activist Value Fund, L.L.C.,
  its managing member
By:   /s/ Stanley P. Gold
  Name: Stanley P. Gold
  Title:   President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:   Shamrock Activist Value Fund GP, L.L.C.,
  its general partner
By:   Shamrock Partners Activist Value Fund, L.L.C.,
  its managing member
By:   /s/ Stanley P. Gold
  Name: Stanley P. Gold
  Title:   President

 

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:   Shamrock Partners Activist Value Fund, L.L.C.,
  its managing member
By:   /s/ Stanley P. Gold
  Name: Stanley P. Gold
  Title:   President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:   /s/ Stanley P. Gold
  Name: Stanley P. Gold
  Title:   President
 EX-24 3 dex24.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 24

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Reddy Ice Holdings, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: May 16, 2007

 

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:  

Shamrock Activist Value Fund GP, L.L.C.,

its general partner

By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Michael J. McConnell
  Name:   Michael J. McConnell
  Title:   Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:  

Shamrock Activist Value Fund GP, L.L.C.,

its general partner

By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Michael J. McConnell
  Name:   Michael J. McConnell
  Title:   Vice President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:  

Shamrock Activist Value Fund GP, L.L.C.,

its general partner

By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Michael J. McConnell
  Name:   Michael J. McConnell
  Title:   Vice President
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:  

Shamrock Partners Activist Value Fund, L.L.C.,

its managing member

By:   /s/ Michael J. McConnell
  Name:   Michael J. McConnell
  Title:   Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:   /s/ Michael J. McConnell
  Name:   Michael J. McConnell
  Title:   Vice President
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