1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Partners, LP
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
||
5.
|
CHECK BOX 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
|
|
1,287,862
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
1,287,862
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,287,862
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.0%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Wavefront, LP
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
||
5.
|
CHECK BOX 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
|
|
205,175
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
205,175
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
205,175
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
Less than 1%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Partners Offshore Master Fund, LP
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
963,099
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
963,099
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
963,099
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.8%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Partners Offshore, Ltd.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
963,099
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
963,099
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
963,099
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.8%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Thebes Offshore Master Fund, LP
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
46,983
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
46,983
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
46,983
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
Less than 1%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Thebes Partners Offshore, Ltd.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
46,983
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
46,983
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
46,983
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
Less than 1%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
LCG Holdings, LLC
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
||
5.
|
CHECK BOX 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
|
|
2,503,119
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
2,503,119
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,503,119
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.8%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Group, LP
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF, OO
|
||
5.
|
CHECK BOX 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
|
|
2,503,119
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
2,503,119
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,503,119
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.8%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Management, LLC
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
||
5.
|
CHECK BOX 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
|
|
2,503,119
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
2,503,119
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,503,119
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.8%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Christian Leone
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
||
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
2,503,119
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
2,503,119
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,503,119
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.8%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
LUXOR CAPITAL PARTNERS, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR WAVEFRONT, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
THEBES OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
THEBES PARTNERS OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL GROUP, LP
|
|||
By:
|
Luxor Management, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LCG HOLDINGS, LLC
|
|||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR MANAGEMENT, LLC
|
|||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
/s/ Norris Nissim
|
|
NORRIS NISSIM, as Agent for Christian Leone
|
1.
|
Don Seymour
|
|
DMS Offshore Investment Services
|
|
dms House, 20 Genesis Close
|
|
George Town
|
|
P.O. Box 314
|
|
Grand Cayman KY1-1104
|
|
Cayman Islands
|
2.
|
T. Glenn Mitchell
|
|
Maples Fiduciary Services
|
|
PO Box 1093, Boundary Hall
|
|
Cricket Square
|
|
Grand Cayman
|
|
KY1-1102
|
|
Cayman Islands
|
Class of Security
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
LUXOR CAPITAL PARTNERS, LP
|
|||
Common Stock
|
(43,380)
|
50.8000
|
08/05/15
|
LUXOR CAPITAL GROUP, LP
(Through Managed Account)
|
|||
Common Stock
|
(126,175)
|
50.8000
|
08/05/15
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
Common Stock
|
(560,077)
|
50.8000
|
08/05/15
|
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
|
|||
Common Stock
|
(142,568)
|
50.8000
|
08/05/15
|
LUXOR WAVEFRONT, LP
|
|||
Common Stock
|
(108,421)
|
50.8000
|
08/05/15
|
THEBES OFFSHORE MASTER FUND, LP
|
|||
Common Stock
|
(19,379)
|
50.8000
|
08/05/15
|
1.
|
Purchase and sale
|
|
Subject to the terms and conditions of this agreement (the ''Agreement''), Seller agrees as legal and beneficial owner to sell the Shares, free of all liens, charges or other encumbrances and Buyer agrees to purchase and pay for the Shares at a net price of $50.80 per Share for a total consideration of $50,800,000 (the ''Purchase Price'') together with all dividends, distributions and other benefits attaching to the Shares as from August 5, 2015 (the “Trade Date”).
|
2.
|
Closing
|
|
(a)
|
On August 10, 2015 or at such other time and/or date as Seller and Buyer may agree (the “Closing Date”), Buyer shall pay to Seller the Purchase Price for the Shares by transfer to Seller's account to be identified in writing at least 48 hours prior to payment against delivery of the Shares on the Closing Date. Such delivery shall be effected by crediting the Shares in registered form to the participant account of UBS Securities LLC at the Depository Trust and Clearing Corporation (“DTC”), DTC participant number 642.
|
|
(b)
|
Seller agrees that it will not, and will ensure that none of its subsidiaries or associates or holding company will, prior to the expiry of 30 days following the Closing Date, offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any other shares of the Issuer or any securities convertible into or exchangeable for or carrying rights to acquire other shares of the Issuer without the prior written consent of Buyer.
|
|
(c)
|
Seller undertakes with Buyer that it will bear and pay any stamp or other duties or taxes on or in connection with the sale and transfer of the Shares to be sold by Seller and the execution and delivery of this Agreement and any other tax payable by Seller in connection with the transaction contemplated hereby.
|
3.
|
Expenses
|
|
Seller and Buyer shall bear their own legal costs (if any) and all their other out-of-pocket expenses (if any).
|
4.
|
Representations and warranties
|
|
(a)
|
As a condition of the obligation of Buyer to purchase and pay for the Shares, Seller represents and warrants to Buyer as follows:
|
|
(i)
|
that Seller is the holder and sole legal and beneficial owner of the Shares free from all liens, charges and other encumbrances and that the Shares rank pari passu in all respects with other outstanding shares of common stock of the Issuer, including their entitlement to dividends,
|
|
(ii)
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that Seller has the power and authority to sell the Shares hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, the Shares, or any of them,
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(iii)
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that [the execution, delivery and performance of this Agreement has been duly authorised by Seller and] upon execution and delivery of the Agreement by the Buyer and the Seller will constitute a legal, valid and binding obligation of Seller,
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(iv)
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that the execution, delivery and performance of this Agreement by Seller will not infringe any law or regulation applicable to Seller [and is not and will not be contrary to the provisions of the constitutional documents of Seller] and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which Seller is a party or by which it or its property is bound,
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(v)
|
that there are no restrictions (contractual or otherwise, including, without limitation, any insider trading or "blackout" policy imposed by the Issuer) prohibiting or otherwise affecting the sale or transfer of the Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no consents or approvals are required to be obtained in connection with the sale of the Shares to Buyer and the sale of the Shares to Buyer will not violate or breach any representation or warranty made by Seller pertaining to the Shares. Seller has furnished to Buyer a true and complete copy of all agreements, documents and other instruments relating to the issuance, sale and delivery of the Shares to Seller,
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|
(vi)
|
that all consents and approvals of any court, government department or other regulatory body required by Seller for the offering of the Shares and the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect,
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|
(vii)
|
that there has been no material adverse change or any development involving a prospective material adverse change in the condition (financial or otherwise) of the Issuer and its subsidiaries since the date of the last published accounts,
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(viii)
|
that there is no other material information, beyond the information contained in the latest published Annual Report of the Issuer or any other public information including interim results and press releases which is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and its subsidiaries, and
|
|
(ix)
|
the representations and warranties of Seller set forth in Seller’s representation letter (in form similar to the form attached as Exhibit A titled, “Seller’s Representation Letter”), dated on or about the date hereof, to Buyer are true and correct.
|
|
(b)
|
Seller covenants with Buyer that it will keep Buyer indemnified against any losses, liabilities, costs, claims, actions and demands (including any expenses arising in connection therewith) which it may incur, or which may be made against it as a result of or in relation to any actual or alleged misrepresentation in or breach of any of the above representations and warranties and will reimburse Buyer for all costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim.
|
|
(c)
|
The above representations, warranties and indemnity shall continue in full force and effect notwithstanding any investigation by or on behalf of Buyer or completion of this Agreement.
|
5.
|
Conditions to Closing
|
6.
|
Law and jurisdiction
|
7.
|
Notices
|
|
Any notice or notification in any form to be given by the Buyer is to be sent by facsimile, addressed to the Seller and using the following address, facsimile number, and/or email address:
|
8.
|
Miscellaneous
|
|
(b)
|
The heading to each Clause is included for convenience only and shall not affect the construction of this Agreement.
|
|
(c)
|
In the event any provision of this Agreement is found to be or becomes invalid or unenforceable, no other provision of this Agreement shall thereby be affected and the Agreement shall remain valid and enforceable in respect of all remaining provisions, and any invalid or unenforceable provision will be deemed to be replaced by a provision which as nearly as possible accomplishes the commercial purpose of the original.
|
Yours faithfully
|
||
UBS Securities LLC
|
||
By:
|
||
Name:
|
||
Title:
|
By:
|
||
Name:
|
||
Title:
|
Agreed to and accepted by Seller:
|
||
Luxor Capital Group
|
||
By:
|
||
Name:
|
||
Title:
|
LUXOR CAPITAL PARTNERS, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR WAVEFRONT, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
THEBES OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
THEBES PARTNERS OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL GROUP, LP
|
|||
By:
|
Luxor Management, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LCG HOLDINGS, LLC
|
|||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR MANAGEMENT, LLC
|
|||
By:
|
/s/ Norris Nissim
|
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
/s/ Norris Nissim
|
|
NORRIS NISSIM, as Agent for Christian Leone
|