0001193125-14-271663.txt : 20140717 0001193125-14-271663.hdr.sgml : 20140717 20140717162502 ACCESSION NUMBER: 0001193125-14-271663 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20140717 DATE AS OF CHANGE: 20140717 GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLERGAN INC CENTRAL INDEX KEY: 0000850693 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 951622442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40724 FILM NUMBER: 14980625 BUSINESS ADDRESS: STREET 1: 2525 DUPONT DRIVE CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7142464500 MAIL ADDRESS: STREET 1: P.O. BOX 19534 CITY: IRVINE STATE: CA ZIP: 92713-9534 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d758677dsc13da.htm AMENDMENT NO. 9 TO SC 13D Amendment No. 9 to SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 9

 

 

ALLERGAN, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

018490102

(CUSIP Number)

Roy J. Katzovicz, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

212-813-3700

with a copy to:

Stephen Fraidin, Esq.

Richard M. Brand, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

212-446-4800

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

July 15, 2014

(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 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 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)

 

 

 


CUSIP NO.   018490102   13D   Page 2

 

  1   

NAME OF REPORTING PERSON

 

Pershing Square Capital Management, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

28,878,538

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10   

SHARED DISPOSITIVE POWER

 

28,878,538

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

28,878,638

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.7%1

14  

TYPE OF REPORTING PERSON

 

IA

 

1  Calculated based on 296,910,449 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of June 30, 2014, as reported in Allergan, Inc.’s Preliminary Revocation Solicitation Statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 15, 2014.


CUSIP NO.   018490102   13D   Page 3

 

  1   

NAME OF REPORTING PERSON

 

PS Management GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

28,878,538

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10   

SHARED DISPOSITIVE POWER

 

28,878,538

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

28,878,638

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.7%2

14  

TYPE OF REPORTING PERSON

 

OO

 

2  Calculated based on 296,910,449 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of June 30, 2014, as reported in Allergan, Inc.’s Preliminary Revocation Solicitation Statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 15, 2014.


CUSIP NO.   018490102   13D   Page 4

 

  1   

NAME OF REPORTING PERSON

 

William A. Ackman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

28,878,538

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10   

SHARED DISPOSITIVE POWER

 

28,878,538

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

28,878,638

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.7%3

14  

TYPE OF REPORTING PERSON

 

IN

 

3  Calculated based on 296,910,449 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of June 30, 2014, as reported in Allergan, Inc.’s Preliminary Revocation Solicitation Statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 15, 2014.


CUSIP NO.   018490102   13D   Page 5

 

Item 1.   Security and Issuer

This amendment No. 9 to Schedule 13D (this “Amendment No. 9”), which amends and supplements the statement on Schedule 13D filed on April 21, 2014 (the “Original 13D”), as amended and supplemented by amendment No. 1 (“Amendment No. 1”), filed on May 2, 2014, amendment No. 2 (“Amendment No. 2”), filed on May 5, 2014, amendment No. 3 (“Amendment No. 3”), filed on May 12, 2014, amendment No. 4 (“Amendment No. 4”), filed on May 19, 2014, amendment No. 5 (“Amendment No. 5”), filed on May 21, 2014, amendment No. 6 (“Amendment No. 6”), filed on June 2, 2014, amendment No. 7 (“Amendment No. 7”), filed on June 13, 2014, and amendment No. 8 (“Amendment No. 8”), filed on June 30, 2014 (the Original 13D as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and this Amendment No. 9, the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”); (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”) and (iii) William A. Ackman, a citizen of the United States (together with Pershing Square and PS Management, the “Reporting Persons”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Allergan, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at: 2525 Dupont Drive, Irvine, California, 92612.

Capitalized terms not defined in this Amendment No. 9 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 4.   Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On July 11, Pershing Square and certain other Reporting Persons filed definitive solicitation materials with the U.S. Securities and Exchange Commission with respect to the calling of a special meeting of shareholders of the Issuer and began actively soliciting support for calling such a meeting. Notwithstanding the foregoing, the Reporting Persons disclaim beneficial ownership of any shares of Common Stock held for the account of any party subject to such solicitation.

On July 16, 2014, William A. Ackman sent a letter to the board of directors of the Issuer which addressed the Issuer’s response to Valeant’s acquisition proposal. The letter is attached as Exhibit 99.13 to this Schedule 13D and is incorporated herein by reference.

Item 5.   Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a), (b) Based upon the Issuer’s Preliminary Revocation Solicitation Statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 15, 2014, there were 296,910,449 shares of Common Stock issued and outstanding as of June 30, 2014.

Based on the foregoing, the Subject Shares beneficially owned by the Reporting Persons, including the Valeant Shares, represent approximately 9.7% of the shares of Common Stock issued and outstanding.

Pershing Square, as the investment adviser to PS Fund 1, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares, except with respect to the Valeant Shares. As the general partner of Pershing Square, PS Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares, except with respect to the Valeant Shares. By virtue of William A. Ackman’s position as the Chief Executive Officer of Pershing Square and managing member of PS Management, William A Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares, except with respect to the Valeant Shares, and, therefore, William A. Ackman may be deemed to be a beneficial owner of the Subject Shares.

The Reporting Persons are responsible for the completeness and accuracy of the information concerning the Reporting Persons contained herein, but are not responsible for the completeness and accuracy of the information concerning Valeant contained herein.

As of the date hereof, none of the Reporting Persons own any shares of Common Stock other than the Subject Shares covered in this Statement.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The form of agreement with respect to the call options entered into between PS Fund 1 and Nomura International plc, and amendment thereto, (together, the “Share Call Option Master Confirmation”), are filed as Exhibit 99.14, and are incorporated herein by reference. The form of agreement with respect to the forward purchase contracts between PS Fund 1 and Nomura International plc (the “Share Forward Master Confirmation”), is filed as Exhibit 99.15 and is incorporated herein by reference. The key financial and economic terms of each call option and forward purchase contract, to the extent not reflected in such form agreements, are described in this Item 6 and in the trading data included in Exhibit 99.2.

On July 15, 2014, Pershing Square and Valeant entered into an indemnification letter agreement relating to Valeant’s previously announced exchange offer. The letter agreement is filed as Exhibit 99.16 and is incorporated by reference into this Item 6 as if restated in full.


CUSIP NO.   018490102   13D   Page 6

 

Item 7.   Material to be Filed as Exhibits.

 

Exhibit 99.13    Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of July 16, 2014.
Exhibit 99.14    Form of Share Call Option Master Confirmation and Form of Amendment to Share Call Option Master Confirmation.
Exhibit 99.15    Form of Share Forward Master Confirmation.
Exhibit 99.16    Indemnification Agreement, dated as of July 15, 2014, between Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals, Inc.


CUSIP NO.   018490102   13D   Page 7

 

SIGNATURES

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

 

Date: July 17, 2014   PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
  By:   PS Management GP, LLC, its General Partner
  By:  

 /s/ William A. Ackman

    William A. Ackman
    Managing Member
  PS MANAGEMENT GP, LLC
  By:  

 /s/ William A. Ackman

    William A. Ackman
    Managing Member
 

 /s/ William A. Ackman

  William A. Ackman


CUSIP NO.   018490102   13D   Page 8

 

EXHIBIT INDEX

 

Exhibit

  

Description

Exhibit 99.1    Joint Filing Agreement, dated as of April 21, 2014, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.*
Exhibit 99.2    Trading data.*
Exhibit 99.3    Letter Agreement, dated as of February 25, 2014, among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc.*
Exhibit 99.4    Amended and Restated Limited Liability Company Agreement of PS Fund 1, LLC, dated as of April 3, 2014, by and among Pershing Square Capital Management, L.P., Pershing Square L.P., Pershing Square II, L.P., Pershing Square International, Ltd., Pershing Square Holdings, Ltd., and Valeant Pharmaceuticals International.*
Exhibit 99.5    Letter to Michael R. Gallagher from Pershing Square Capital Management, L.P., dated as of May 5, 2014.*
Exhibit 99.7    Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of May 19, 2014.*
Exhibit 99.8    Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of May 21, 2014.*
Exhibit 99.9    Letter Agreement, dated as of May 30, 2014, between Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc.*
Exhibit 99.10    Press Release, dated June 13, 2014.*
Exhibit 99.11    Press Release, dated June 27, 2014.*
Exhibit 99.12    Stipulation and Order Regarding Application of Allergan Rights Plan and Dismissal Without Prejudice, dated June 28, 2014.*
Exhibit 99.13    Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of July 16, 2014.
Exhibit 99.14    Form of Share Call Option Master Confirmation and Form of Amendment to Share Call Option Master Confirmation.
Exhibit 99.15    Form of Share Forward Master Confirmation.
Exhibit 99.16    Letter Agreement, dated as of July 15, 2014, between Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals, Inc.

 

* Previously Filed
EX-99.13 2 d758677dex9913.htm EX-99.13 EX-99.13

Exhibit 99.13

 

LOGO

July 16th, 2014

Mr. David E. I. Pyott

Mr. Michael R. Gallagher

Mr. Russell T. Ray

Dr. Trevor Mervyn Jones

Mr. Louis J. Lavigne

Dr. Deborah Dunsire

Dr. Peter J. McDonnell

Mr. Timothy D. Proctor

Mr. Henri A. Termeer

Re:  It is Time to Reflect

To the Board of Directors of Allergan:

In my 21-year history as a governance investor, I cannot think of another example in our portfolio where a board has behaved as poorly as you have in your response to the Valeant merger proposal. Your scorched earth response to Valeant is beyond the pale. You have accused Valeant of fraudulent accounting and of falsifying its reported growth rates and business performance, and you have done so without factual evidence to prove these assertions. If one spreads false and misleading information for the purpose of driving down Valeant’s stock price, that is market manipulation, plain and simple. That a board of a $50 billion market cap company would engage in such behavior as a defensive tactic is extraordinary and incredibly inappropriate.

Valeant has offered to acquire Allergan for $72 per share in cash and 0.83 shares of Valeant common stock representing a 50% premium to Allergan’s unaffected price, a transaction in which Allergan shareholders will own 44% of the combined company. In addition, Valeant has offered to issue a CVR to share the value of DARPin with Allergan shareholders. Valeant has raised its bid twice, lastly in response to feedback we received from what we believe to be a representative sample of the largest institutional, long-standing shareholders of Allergan. We remind you that the current value of Valeant’s stock does not reflect the value ultimately received by Allergan shareholders because Valeant’s stock currently trades at a substantial discount due to Allergan’s scorched earth, negative information campaign against Valeant, the uncertainty of transaction consummation due to Allergan’s defensive tactics, and the resulting delays in time to closure.


Allergan Board of Directors

July 16, 2014

Page 2 of 5

 

Nearly 90% of Allergan stock has changed hands at prices above $160 per share since the Valeant bid was made public. We believe that a substantial portion of these shares have been purchased from long-standing investors of Allergan that do not believe that the current market prices are reflective of Allergan’s value as an independent enterprise, and/or have lost confidence that the board and management will act in shareholders’ interests. These investors are sending a strong and clear message to the board that it is time to negotiate a deal with Valeant.

Meanwhile, the board continues to stick its proverbial head in the sand. By refusing to engage with Valeant, we believe that you have breached your fiduciary duty of care and ultimately your duties of loyalty and good faith. Valeant is not offering to buy Allergan for cash, rather the majority of the consideration is in the form of common stock of the combined enterprise. As a result, the value of the consideration is contingent on the future value of the merged company, 44% of which will be owned by Allergan shareholders.

When a stock transaction is proposed between two similarly-sized enterprises like Valeant and Allergan in which the target shareholders will own a large percentage of the acquirer, the value of the combined company can only be determined by a detailed analysis of transaction synergies, strategic overlap, future business plans, and other factors. This information can only be obtained by engaging with Valeant. It is difficult to understand how you can be satisfied that you are exercising due care when you are refusing the opportunity to review available information that is critical to your decision. Based on Allergan’s public attacks on Valeant’s business, it is manifest that you do not have an adequate understanding of Valeant for you to fulfill your obligation to determine whether the transaction is in the best interest of Allergan shareholders.

I ask that you consider the below questions in light of your published statements that the Valeant offer is “grossly inadequate.” If today’s discounted value of the Valeant bid of $171 per share “grossly undervalues” Allergan then:

Why did Mr. Pyott sell $31 million dollars of common stock at $123 per share in February of this year?

Why did other executives sell an additional $57 million of stock at $119 dollars per share in the first quarter of this year?

Why did the compensation committee award millions of dollars of restricted stock and options to management earlier this year based on management’s sandbagged earnings targets? We note that just prior to the Valeant offer, Allergan management had announced an “aspirational” earnings growth rate of ~15%. Two weeks after the Valeant offer, management increased its guidance to 20% compounded earnings growth over the next five years. Remarkably, Mr. Pyott is now hinting that guidance will be raised yet again on the upcoming earnings call.


Allergan Board of Directors

July 16, 2014

Page 3 of 5

 

Why is Allergan contemplating taking on billions of dollars of leverage and initiating a multibillion dollar buyback at a likely substantial premium to today’s stock price when it was unwilling to repurchase stock less than a year ago at half of today’s stock price?

Why is the company now considering making a major acquisition? If such a value-creating transaction were available in the past, why did the company not act on it then when the market for pharma deals was less heated? Why would Allergan wait until its negotiating leverage has been impacted by every seller’s knowledge that management is desperate to do a deal to “defend” the company from being acquired?

How can the board ignore the fact that Goldman Sachs, Allergan’s financial advisor, immediately prior to the announcement of the transaction (before it was required to suspend coverage), had a price target for Valeant of $164 and had Valeant on its “Conviction Buy List”? At $164 per Valeant share, we note that the Valeant deal is worth $208 per Allergan share.

How can the board ignore the valuations and target prices that its own advisers had for Allergan and Valeant before they were hired to “defend” the company?

In June of last year, Goldman Sachs raised $2.3 billion as Valeant’s sole underwriter of its equity offering. Why would Goldman Sachs have assumed sole underwriter liability in doing so if Valeant’s financial statements are fraudulent as you have suggested?

We note that in Allergan’s 14D-9, the inadequacy opinions Allergan obtained from the company’s bankers expressly state: “We do not express any view on, and this Opinion does not address, the fairness, from a financial point of view”... of the Valeant offer. Why didn’t the board insist that the company’s financial advisors complete a fairness analysis of the Valeant proposal before determining that it was inadequate?

How can the board have adequately informed itself of fairness of the Valeant proposal if it did not receive a fairness analysis from its own advisors?

Members of the board of directors of a Delaware corporation faced with a takeover bid are required to inform themselves of all material information about a transaction, and then act with care in evaluating it. By failing to authorize your advisors to meet with Valeant to address any of the board’s stated concerns about its organic growth, accounting, business sustainability, or synergies, the board and its advisors have failed to do a reasonable investigation of the Valeant transaction. As a result, we believe you are in breach of your fiduciary duties, and have otherwise not acted in good faith.

We would have expected more from you based on your personal career track records up until this time, and what we have heard about some of you from individuals we know in common. I had hoped that your initial approach to this transaction was an ill-advised negotiating strategy, but the passage of time and your continued misinformation campaign about Valeant have caused us


Allergan Board of Directors

July 16, 2014

Page 4 of 5

 

to conclude that you are no longer fit to serve the interests of shareholders. As a result, we have recruited a group of extremely talented executives and experienced public company directors who understand their fiduciary duties and have a track record of acting in the best interest of shareholders and the companies they have managed as CEOs and as members of their boards of directors.

We encourage you to review the backgrounds of the individuals on our slate who have agreed to serve on Allergan shareholders’ behalf. They will bring to the board room superb track records in creating and maximizing shareholder value coupled with excellent transaction skills, accounting expertise, broad business experience and healthcare and pharmaceutical industry domain expertise. We would be surprised if some of you do not know, or know of, the individuals who have agreed to serve. Ask yourself why a group of high quality individuals, who certainly don’t need the directors’ fees, have agreed to replace you at the shareholders’ behest on Allergan’s board.

The bottom line is this: it is time for you to look at yourself in the mirror and ask yourself whether your behavior as a director of Allergan is appropriate and consistent with your long-term personal reputation and the way you would like to be perceived and judged by institutional and retail investors, the general public, and members of your community and immediate family. Ask yourself whether your approach to this transaction has been business-like and professional, whether you have been adequately informed by management and your advisors about Valeant, and whether you have fulfilled your duties of care, loyalty and good faith as a director. Ask yourself if you had half your net worth invested in Allergan stock (and were not otherwise conflicted by being a member of management) whether the approach you have taken is consistent with maximizing value for shareholders?

We believe the vast majority of Allergan’s shareholders are extremely concerned that, to date, you have not fulfilled your fiduciary duties. Perhaps more significantly for you personally, you have harmed your reputations as corporate citizens. We remind you that it takes a lifetime to build a reputation and only a few minutes to destroy it.

Rather than attempt to delay the inevitable and further damage your reputations, we ask that you stop this nonsense, and authorize prompt negotiations with Valeant. If, as part of your due diligence on Valeant, you and/or advisors discover the malfeasance that you have suggested exists, then as Allergan’s largest shareholder with a $5 billion investment we would of course strongly oppose a Valeant transaction.

If, however, your due diligence determines, as we (after the completion of our own detailed due diligence) and other major Allergan shareholders who own stock in both companies have concluded, that Valeant has built a well-managed, decentralized, disciplined specialty pharmaceutical manager, operator, and acquirer which offers tremendous strategic overlap and synergies with Allergan, then first apologize, and then negotiate the best deal you can for Allergan shareholders. Valeant has publicly stated that it is open to further negotiations if the board engages promptly in good faith negotiations.


Allergan Board of Directors

July 16, 2014

Page 5 of 5

 

We are now working to obtain the consents to call a special meeting, and upon their receipt, we will ask the board to call the meeting. While under the company’s highly restrictive and cumbersome special meeting mechanics, you have the ability to delay the meeting for up to 120 days, we on behalf of Allergan’s other shareholders ask that you do not delay the inevitable any further. What legitimate board of directors attempts to silence or otherwise delay hearing what its own shareholders have to say? Shareholders are looking forward to expressing their views.

 

  

PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

  

Sincerely,

   LOGO
  

William A. Ackman

  

Chief Executive Officer

EX-99.14 3 d758677dex9914.htm EX-99.14 EX-99.14

Exhibit 99.14

 

To    PS FUND 1, LLC
Attention    c/o Pershing Square Capital Management, L.P.
   888 Seventh Avenue, 42nd Floor
   New York, NY 10019
[Date:    February 27, 2014]

SHARE CALL OPTION MASTER CONFIRMATION

Dear Sir/Madam:

The purpose of this Share Option Master Confirmation (this “Master Confirmation”) is to set forth the general terms and conditions of one or more Transactions (each a “Transaction”) that may be entered into between you (“Counterparty”) and us (“Dealer”) on the Trade Date specified in a Supplemental Confirmation, each substantially in the form of Schedule A hereto, confirming the specific terms and conditions of a particular Transaction (each a “Supplemental Confirmation”). Each Transaction, if executed, will be a Call Option, the terms of which are specified in the Master Confirmation as supplemented by the Supplemental Confirmation (together, the “Confirmation”). The entry into this Master Confirmation does not obligate either party to enter into any Transaction.

This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. This Confirmation hereby incorporates by reference the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”) and the 2006 ISDA Definitions (the “Swap Definitions”), each as published by the International Swaps and Derivatives Association, Inc. In the event of any inconsistency between the Equity Definitions and the Swap Definitions, the Equity Definitions will govern. In the event of any inconsistency between either the Equity Definitions or the Swap Definitions and this Confirmation, this Confirmation will govern. For purposes of the Equity Definitions, each Transaction shall be a Share Option Transaction.

The Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which the Confirmation relates. The Confirmation shall supplement, form a part of and be subject to the 2002 ISDA Master Agreement (the “Agreement”) as published by ISDA entered into between the parties on [INSERT DATE], including the Schedule thereto and the 1994 Credit Support Annex (Bilateral Form—New York Law) (the “CSA”) to such Schedule. In the event of any inconsistency between the provisions of the Agreement or the CSA and the Confirmation, the Confirmation will govern for the purpose of the Transaction to which the Confirmation relates.

1. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

 

Trade Date:    As specified in the relevant Supplemental Confirmation
Expiration Date:    As specified in the relevant Supplemental Confirmation
Shares:    The common stock of Allergan, Inc. (the “Issuer”) (ticker symbol: “AGN”)
Exchange:    New York Stock Exchange

 

1/17


Related Exchange:    None
Premium:    As specified in the relevant Supplemental Confirmation
Premium Payment Date:    One Exchange Business Day following the Trade Date, or if such date is not a Currency Business Day, the next following Currency Business Day
   Counterparty shall pay Dealer the Premium on the Premium Payment Date.
Option Style:    American
Option Type:    Call
Buyer:    Counterparty
Seller:    Dealer
Number of Options:    As specified in the relevant Supplemental Confirmation
Option Entitlement:    1 Share per Option
Strike Price:    As specified in the relevant Supplemental Confirmation

General Exercise Terms:

Condition to Physical Settlement:    The Buyer of the Call Option may not exercise any Options with Physical Settlement under the Transaction until any required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby, shall have been made or shall have expired or been terminated, as applicable (the “Physical Settlement Condition”). Any such exercise shall constitute a representation by the Buyer that such filings have been made and any such waiting periods have expired.
Condition to Cash Settlement:    Upon the exercise of the Call Option by the Buyer, the Buyer represents to the Seller that the election by Buyer of Cash Settlement is not in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).
   In any event, upon a Cash Settlement, the Buyer will represent to the Seller that either (1) Buyer is an “affiliate” (as defined under Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”)) of the Issuer, (2) Buyer is not an “affiliate” of the Issuer, or (3) Buyer should be deemed an “affiliate” of the Issuer solely for purposes of this Transaction.

 

2/17


Procedures for Exercise:

Latest Exercise Time:    The scheduled closing time of the Exchange.
Expiration Time:    The scheduled closing time of the Exchange.
Multiple Exercise:    Applicable

Minimum Number of Options:

   1

Integral Multiple:

   1

Maximum Number of Options:

   The number of unexercised Options
Automatic Exercise:    Not Applicable

Settlement Terms:

Settlement Method:    Physical Settlement (unless Cash Settlement is elected by the Counterparty in accordance with the terms hereof); provided that, in respect of Physical Settlement, clause (a) of Section 9.4 of the Equity Definitions is hereby amended by adding the words “as soon as practicable, but in any event no later than” before the words “one Settlement Cycle”.
Default Settlement Method:    Physical Settlement
Settlement Method Election:    Applicable
Electing Party:    Buyer of the Call Option
Settlement Method Election Date(s):    Any Scheduled Trading Day following the Commencement Date
Cash Settlement Terms:   
Number of Options Exercised:    The number of Options exercised (or deemed exercised) on an Exercise Date, as communicated by Buyer to Seller by the Latest Exercise Time; provided that the valuation related to such Number of Options exercised will occur as set forth under “Cash Settlement Procedures” below.
Cash Settlement Procedures:    On an Exercise Date where Cash Settlement is elected, the Calculation Agent will determine the Number of Options Exercised (which may be all such Number of Options Exercised) subject to cash settlement (the “Settled Number of Options”) in its good faith and commercially reasonable discretion (which may, for the

 

3/17


   avoidance of doubt, be exercised in consideration of advice of counsel to Counterparty and counsel to Dealer and in consideration of other market activity or derivative transaction or unwind activity by Counterparty as well as any legal considerations applicable to Counterparty, including, but not limited to, considerations related to the fact that Counterparty may be an “insider” or “affiliate” of the Issuer and the application, if any, of any related securities laws (such considerations, the “Unwind Parameters”)), and will notify Dealer and Counterparty of such determination. The Calculation Agent will include in such notice the number of Averaging Dates (“Determined Averaging Date Number”) and the initial Averaging Date for such settlement which will be the first Scheduled Trading Day after the related Exercise Date (each such date, an “Initial Averaging Date”). In respect of the settlement on the Expiration Date, the Initial Averaging Date will be the Expiration Date.
   The Calculation Agent will ensure that the Determined Averaging Date Number is equal to or greater than (and is by no more than 5 Scheduled Trading Days less) than a number equal to the quotient of (a) the Settled Number of Options divided by (b) the ADTV Limit, with any fractional Determined Averaging Date Number being rounded up to the next whole number. “ADTV Limit” means a number equal to the product of (i) 20%, and (ii) the trailing average daily composite trading volume for the most recent 30-day period, determined by the Calculation Agent as of the Exercise Date.
   Such settlement shall proceed under the Equity Definitions as if (i) the Settled Number of Options were the number of Options exercised for purposes of Section 8.2 of the Equity Definitions (“Option Cash Settlement Amount”), (ii) the Averaging Dates were a number of consecutive Exchange Business Days beginning on, and including, the Initial Averaging Date for such settlement, which number shall be equal to Determined Averaging Date Number, and (iii) the Valuation Date were the final Averaging Date for the calculation of the Option Cash Settlement Amount.
   Following each such settlement, the Transaction will continue with a Number of Options reduced by the amounts so settled, and the Calculation Agent will select subsequent Initial Averaging Date(s) (in conjunction with a related Determined Averaging Date Number) in a good faith and commercially reasonable manner (taking into account the Unwind Parameters) until the total of all

 

4/17


   Settled Number of Options equals the Number of Options Exercised. For the avoidance of doubt, the Calculation Agent may select a Settled Number of Options for the first settlement hereunder that equals the total Number of Options Exercised, in which case there shall be only one such settlement hereunder.
Valuation Date:    In respect of a Settled Number of Options, the final Averaging Date in respect of such Settled Number of Options.
Cash Settlement Payment Date:    In respect of a Settled Number of Options and an Exercise Date, three (3) Currency Business Days following the related Valuation Date.

General Valuation Terms:

Market Disruption Event:    Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) thereof in its entirety with the following: “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) thereof the following: “; in each case that the Calculation Agent determines is material.”
   Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
Averaging Date Disruption:    Modified Postponement; provided that Section 6.7(c)(iii)(A) of the Equity Definitions is hereby modified by inserting the words “the Calculation Agent may determine in its discretion that” after the word “then” in the sixth line thereof. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Averaging Date, the Calculation Agent may determine that such Averaging Date is a Disrupted Day only in part, in which case (i) such day shall be an Averaging Date and the Scheduled Trading Day immediately following the date that would otherwise be the last Averaging Date shall be an additional Averaging Date; (ii) the Calculation Agent shall determine the VWAP Price on the Averaging Date that is a partially Disrupted Day on the basis of transactions in the Shares on the Exchange on such Averaging Date, taking into account the nature and duration of the relevant Market Disruption Event; and (iii) the Calculation Agent shall determine the Settlement Price using an appropriately weighted average of VWAP Prices on the Averaging Dates instead of the arithmetic average.

 

5/17


   Section 6.6(a) of the Equity Definitions is hereby amended by replacing the word “shall” in the fifth line thereof with the word “may,” and by deleting clause (i) thereof. Section 6.7(c)(iii)(A) of the Equity Definitions is hereby amended by replacing the word “shall” in the sixth and eighth line thereof with the word “may.”
Settlement Currency:    USD
Option Cash Settlement Amount:    As set forth in Section 8.2 of the Equity Definitions.
Relevant Price:    For purposes of Section 6.7 of the Equity Definitions, with respect to any Options for which Cash Settlement is elected, a price calculated based on the relevant date of determination’s VWAP Price, excluding trades on the Exchange below the Limit Price, minus $0.02.
Limit Price:    The Counterparty may communicate to Dealer on any Averaging Date prices above which the Settlement Price is acceptable to Counterparty, it being understood that the Calculation Agent may have to increase the Determined Averaging Date Number in a commercially reasonable manner to reflect market liquidity above such prices.
VWAP Price:    For any Exchange Business Day, the volume-weighted average price per Share, as displayed on Bloomberg Page “AGN <Equity> AQR” (or any successor thereto) with respect to such Exchange Business Day, as determined by the Calculation Agent, or in the event such price is not so reported for such day for any reason or is manifestly erroneous, as reasonably determined by the Calculation Agent; provided that, when Shares trade above or below a certain price are excluded from the calculation of such volume-weighted average price, the Calculation Agent will modify the calculation commands on Bloomberg to calculate such price to reflect the agreement by the parties.

Dividends:

Ordinary Dividend Amount:    USD0.00.
Extraordinary Dividend:    Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) the Ex-Dividend Date for which occurs during the Dividend Period and the amount or value of which differs from the Ordinary Dividend Amount, as determined by the Calculation Agent.

 

6/17


Extraordinary Dividend Adjustment:    If the ex-date for an Extraordinary Dividend occurs during the Dividend Period, the Calculation Agent shall adjust:
   (i) the Strike Price such that the Strike Price in effect on the ex-date of such Extraordinary Dividend shall be equal to the Strike Price in effect immediately preceding such ex-date divided by the Dividend Ratio, and
   (ii) the Number of Options such that the Number of Options in effect on the ex-date of such Extraordinary Dividend shall be equal to the Number of Options in effect immediately preceding such ex-date multiplied by the Dividend Ratio;
   provided that if the ex-date for an Extraordinary Dividend occurs during any initial delta hedging period or any Averaging Date, the Calculation Agent will adjust the Strike Price and/or the Number of Options in a commercially reasonable manner to reflect the then Hedge Position of Dealer. The immediately preceding sentence shall apply to successive Extraordinary Dividends. For the avoidance of doubt, the Strike Price may never be less than zero.
Dividend Recovery:    In the event that the declared dividend is different from the actual dividend paid by the Issuer, and the Calculation Agent has previously adjusted the Strike Price and the Number of Options as set forth in “Extraordinary Dividend Adjustment” then the Calculation Agent will either (a) adjust the terms of the Transaction, or (b) determine an amount to be paid by one party to the other party, in each case to account for the discrepancy between the declared dividend and the actual dividend paid by the Issuer. This provision will survive the termination of any relevant Transaction, it be understood that if clause (b) of the previous sentence applies, the party obligated pay such amount will do so in accordance with the instructions of the Calculation Agent.
Dividend Period:    The period from but excluding the Trade Date to and including the Valuation Date.
Dividend Ratio:    One plus the quotient of (A) the Extraordinary Dividend divided by (B) the difference between (x) the Reference Level minus (y) the Extraordinary Dividend.
Reference Level:    The closing price of the Shares on the Exchange Business Day immediately preceding the relevant Ex-Dividend Date.

 

7/17


Adjustments:

Method of Adjustment:    Calculation Agent Adjustment; provided that, notwithstanding any provision to the contrary in the Equity Definitions, the adjustments pursuant to Section 11.2(c) thereof in respect of an Extraordinary Dividend shall be as set forth above under “Dividends”.
Diluting Event:    Any event described in the definition of “Potential Adjustment Event” in Section 11.2(e) of the Equity Definitions, or any similar event, that subjects the Hedging Party (relative to other holders of Shares) to any disadvantage as a result of any action or any person, including, but not limited to, a “poison pill” or other plan that has the effect of shareholder rights being distributed or separated from the Shares. To the extent that an event may be a Potential Adjustment Event and a Diluting Event, the parties agree to treat such event as a Diluting Event.
Diluting Event Consequence:    Upon the occurrence of a Diluting Event, the Calculation Agent will adjust the terms of this Transaction to reflect, to the extent practicable, any mutual agreement of Dealer and Counterparty, it being understood that the Calculation Agent will attempt, to the extent practicable to address the economic effect on the parties from the Diluting Event by (i) extending the Expiration Date to a date up to 24 months after the original Expiration Date, and (ii) adjusting the terms of the Transaction to reflect such extension, including, but not limited to, the Strike Price and the payment of any additional Premium.

Extraordinary Events:

Consequences of Merger Events:   

Share-for-Share:

   Calculation Agent Adjustment

Share-for-Other:

   Calculation Agent Adjustment

Share-for-Combined:

   Calculation Agent Adjustment
Tender Offer:    Applicable
Consequences of Tender Offer:   

Share-for-Share:

   Calculation Agent Adjustment

Share-for-Other:

   Calculation Agent Adjustment

Share-for-Combined:

   Calculation Agent Adjustment

 

8/17


Composition of Combined Consideration:    Applicable
Nationalization, Insolvency or Delisting:    Cancellation and Payment (Calculation Agent Determination)

Additional Disruption Events:

Change in Law:    Applicable; provided that Section 12.9(a)(ii) is hereby amended by (A) adding the words “or any Hedge Positions” after the word “Shares” in the clause (X) thereof; (B) deleting clause (Y) thereto; and (C) adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof; provided that any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any derivatives legislation enacted after the Trade Date of the Transaction that affects the Hedging Party.
Failure to Deliver:    Applicable
Insolvency Filing:    Not Applicable
Determining Party:    Calculation Agent
Hedging Party:    Dealer

Additional Representations, Agreements and Acknowledgments:

Non-Reliance:    Applicable
Agreements and Acknowledgments Regarding Hedging Activities:    Applicable
Additional Acknowledgments:    Applicable
Eligible Contract Participant:    Each party represents to the other party that it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act (as amended)

 

9/17


Rebate Amount:

Payment of Rebate Amount:    Upon the exercise of the Call Option prior to the Expiration Date, Dealer will pay to Counterparty on a related Cash Settlement Payment Date or Settlement Date (as applicable) the Rebate Amount determined on the Exercise Date (in the case of Physical Settlement) or on the final Averaging Date (in the case of Cash Settlement).
Rebate Amount:    In respect of a Number of Options Exercised, an amount equal to the product of (a) the Remaining Fraction, (b) Rebate Percentage, (c) the Number of Options Exercised, (d) Rebate Level, and (e) the Strike Price.
Remaining Fraction:    On any Exercise Date, the quotient of (a) the number of calendar days remaining between such Exercise Date and the Expiration Date, and (b) the number of calendar days from, and including, the Trade Date to, and excluding, the Expiration Date.
Rebate Percentage:    As specified in the relevant Supplemental Confirmation.
Rebate Level:    As specified in the relevant Supplemental Confirmation.

2. Calculation Agent: Dealer, provided however that Counterparty may challenge any determination or calculation made by the Calculation Agent within two Business Days following receipt by Counterparty of such determination or calculation, subject to providing in reasonable details the material reasons for the dispute and suggesting an alternative calculation or determination. If the parties are unable to agree on such determination or calculation within one Business Day, (i) the relevant party shall pay the amount, if any, which is not in dispute and (ii) a mutually acceptable third party will be appointed by the parties within two Business Days following such challenge to act as Substitute Calculation Agent and make the relevant determination or calculation. If the parties are unable within two Business Days to agree on, or to appoint, such third party, then each party will, within two Business Days select a leading, independent dealer in instruments of the type covered by this Confirmation and such dealers shall agree on a third party who shall also be a leading, independent dealer in instruments of the type covered by this Confirmation to act as Substitute Calculation Agent. Subject to the above, all determinations and calculations by the Substitute Calculation Agent will be binding and conclusive in the absence of manifest error. The costs, fees and expenses (if any) relating to the appointment of a third party shall be borne equally by both parties.

3. Address for Notices:

Notice to Dealer:

[INSERT ADDRESS]

 

10/17


with a copy to:

[INSERT CC IF ANY]

Notice to Counterparty:

Steve Milankov

c/o Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, NY 10019

with a copy to:

Ramy Saad

c/o Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, NY 10019

4. Account Details:

 

Account details for Dealer:

   To be advised.

Account details for Counterparty:

   To be advised.

5. Other Provisions:

 

(a) Independent Amount. The Independent Amount for a relevant Transaction with respect to the Counterparty is equal to 25% of the Premium of the relevant Transaction and is payable by the Counterparty to the Dealer in accordance with the CSA. In respect of the Transactions under this Master Confirmation only, Paragraph 6(c) will not apply to Party B; provided that, Party B may invest any Collateral held by Party B in Eligible Collateral.

 

(b) Additional Representations and Warranties of Counterparty.

Counterparty hereby represents and warrants to Dealer as of the date hereof, and as of each date on which a Transaction (the “Proposed Transaction”) is executed hereunder, and covenants with Dealer, as follows:

 

  (i) The execution of the Transaction by it is not in violation of Section 10(b) of the 1934 Act. In addition, if the Counterparty seeks to amend any Transaction, the Counterparty will be deemed to represent that the Counterparty is not in violation of Section 10(b) of the 1934 Act.

 

  (ii) Counterparty is aware of its obligations under the United States Federal securities laws in respect of the Shares, including without limitation under Sections 9 and 10(b) of the 1934 Act, as amended, and the rules and regulations thereunder, and during the term of the Transaction will not take any action that does not comply with those obligations.

 

  (iii) Without limiting the generality of Section 3(a)(iii) of the Agreement, Counterparty is and, after giving effect to the Transaction, will be in compliance with any reporting obligations under Section 16, Section 13(d) and Section 13(g) of the 1934 Act it has with respect to the Shares.

 

11/17


  (iv) Counterparty is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” under, and as such term is defined in, the Investment Company Act of 1940, as amended.

 

  (v) Counterparty is, and shall be as of the date of any payment or delivery by Counterparty hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages.

 

  (vi) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that (A) Dealer is not making any representations or warranties or giving any advice with respect to the legal, regulatory, accounting or tax treatment of the Transaction, and Counterparty has consulted with its own legal, regulatory, accounting and tax advisors with respect to the Transaction, and (B) none of Dealer and its affiliates has acted or will act as Counterparty’s fiduciary in any way, or has any fiduciary duties to Counterparty; and Counterparty is not relying, has not relied and will not rely upon any communication (written or oral) of Dealer or any of its affiliates. Counterparty has made or will make its own independent decision to enter into the Transaction based upon its own judgment and upon advice of such advisors as Counterparty deems necessary.

 

  (vii) Counterparty is not an “affiliate” (as defined in Rule 144) of the Issuer.

 

  (viii) Counterparty is not an “insider” of the Issuer. An “insider” is a person “who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security” of an issuer, or “who is a director or an officer” of an issuer (as such terms, as applicable, are defined in Rule 16a-1 under the 1934 Act).

 

  (ix) Counterparty does not have economic exposure (including economic exposure held by any of its affiliates) to the Shares (including any synthetic positions, all Transactions hereunder and giving effect to the execution of the Proposed Transaction) equal or exceeding 9.5% of the Issuer’s outstanding shares.

 

(c) Private Placement.

Buyer represents and warrants to Seller that (i) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the 1933 Act, (ii) it is entering into the Transaction for its own account without a view to the distribution or resale thereof and (iii) it understands that the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the 1933 Act.

 

12/17


(d) Matters relating to Dealer and the Agent.

 

  (i) Dealer is not registered as a broker or dealer under the 1934 Act. [DEFINE BROKER-DEALER] (“Agent”) has acted solely as agent for Dealer and Counterparty to the extent required by law in connection with the Transaction and has no obligations, by way of issuance, endorsement, guarantee or otherwise, with respect to the performance of either party under the Transaction. The parties agree to proceed solely against each other, and not against Agent, in seeking enforcement of their rights and obligations with respect to the Transaction, including their rights and obligations with respect to payment of funds and delivery of securities.

 

  (ii) Agent may have been paid a fee by Dealer in connection with the Transaction. Further details will be furnished upon written request.

 

  (iii) The time of the Transaction will be furnished by Agent upon written request.

 

(e) Acknowledgments Regarding Hedging.

Counterparty acknowledges that:

 

  (i) during the term of the Transaction, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

 

  (ii) Dealer and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection with hedging activities in relation to the Transaction, including acting as agent or as principal and for its own account or on behalf of customers;

 

  (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Transaction;

 

  (iv) any market activities of Dealer and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, each in a manner that may be adverse to Counterparty; and

 

  (v) the Transaction is a derivatives transaction in which it has purchased from Dealer an option; Dealer may purchase or sell Shares for its own account at an average price that may be greater than, or less than, the price paid to Counterparty under the terms of the Transaction.

 

(f) Miscellaneous.

Counterparty and Dealer understand that there may exist one or more confidentiality agreement(s) between Counterparty and Dealer. With respect to any rights or obligations thereunder to maintain the confidential nature of confidential information (as defined therein), the parties agree to continue to maintain the confidential nature of confidential information.

Notwithstanding anything to the contrary contained herein, any party (or such party’s affiliates) may disclose to any and all persons, without limitation of any kind, the United States tax

 

13/17


treatment (federal, state and local) and tax structure of any transaction contemplated hereunder and all materials of any kind relating to such tax treatment and tax structure. However, any information relating to the United States federal, state or local tax treatment or tax structure shall remain subject to the applicable confidentiality provisions (and the preceding sentence shall not apply) to the extent reasonably necessary to enable any person to comply with applicable securities laws. “Tax treatment” or “tax structure” is limited to any facts relevant to the United States federal, state or local tax treatment of any Transaction contemplated hereunder and specifically does not include information relating to the identity of Counterparty or any of its affiliates.

 

(g) No Arrangements.

Counterparty and Dealer each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Counterparty and Dealer with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Dealer may hedge its risk under the Transactions in any way Dealer determines, Dealer has no obligation to hedge with the purchase or maintenance of any Shares; (iii) Counterparty will not be entitled to any voting rights in respect of any of the Shares underlying the Options in the Transaction (other than upon an exercise of the Options for Physical Settlement resulting in the delivery of Shares); and (iv) the Counterparty will not influence Dealer with respect to the voting of any Hedge Positions of Dealer that are Shares (if any).

 

14/17


Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.

 

Yours faithfully,

 

[DEALER NAME]

By:  

 

  Name:
  Title:

Confirmed as of the date first written above:

 

By:

 

 

 

Name:

 

Title:

 

15/17


SCHEDULE A

SHARE CALL OPTION SUPPLEMENTAL CONFIRMATION

 

To:    PS FUND 1, LLC
Attention:    c/o Pershing Square Capital Management, L.P.
  

888 Seventh Avenue, 42nd Floor

New York, NY 10019

Re:    OTC Share Call Option (Reference Number [    ])

Dear Sir/Madam:

The purpose of this Share Option Supplemental Confirmation (this “Supplemental Confirmation”) is to confirm the specific terms and conditions of the Transactions (“Transaction”) entered into between you (“Counterparty”) and us (“Dealer”) on the Trade Date specified below. This Supplemental Confirmation supplements the Master Confirmation between you and us dated February 27, 2014.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

 

Trade Date:    February     , 2014
Expiration Date:    [March     , 2016]
Premium:    USD [            ]
Premium Payment Date:    [DATE]
Number of Options:    [            ]
Strike Price:    USD [            _]
Rebate Percentage:    [     ]
Rebate Level:    [     ]

 

16/17


Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.

 

Yours faithfully,

 

[DEALER NAME]

By:  

 

  Name:
  Title:

Confirmed as of the date first written above:

 

PS FUND 1, LLC  

By: Pershing Square Capital Management, L.P., as

its Investment Manager

 
By: PS Management GP, LLC, its General Partner  
By:  

 

 
Name:   William A. Ackman  
Title:   Managing Member  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to the Share Call Option Master Confirmation


AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (the “Amendment”) dated as of April 17, 2014 between [DEALER] (“Dealer”) and PS FUND 1, LLC (“Counterparty”).

WITNESSETH

WHEREAS, Dealer and Counterparty have entered into a 2002 ISDA Master Agreement dated as of [INSERT DATE] (the “Agreement”) and

WHEREAS, Dealer and Counterparty have entered into a Share Option Master Confirmation dated as of February 27, 2014 (the “Master Confirmation”) and

WHEREAS, Dealer and Counterparty wish to amend the Master Confirmation and to have the Master Confirmation, as amended herein, govern the rights and obligations of Dealer and Counterparty with respect to each and every Transaction under the Master Confirmation, which is either (a) outstanding on the date hereof, or (b) entered into on or after the date hereof,

NOW, THEREFORE, in consideration of the mutual agreements herein contained, Dealer and Counterparty hereby acknowledge and agree as follows:

1. Certain Definitions. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement and Master Confirmation.

2. Amendments.

Section 5(a) of the Master Confirmation is hereby amended by deleting it in its entirety and replacing it with the following:

 

  “(a) Credit Support.

 

  (i) Credit Support Document. For the purposes of all Transactions under this Master Confirmation, in respect of Counterparty, the definition of “Credit Support Document” includes the Guarantee, dated as of April 17, 2014, of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd., and Pershing Square Holdings, Ltd. (each a “Guarantor”) in favour of [DEALER].

 

  (ii) Credit Support Provider. For the purposes of all Transactions under this Master Confirmation, in respect of Counterparty, the “Credit Support Provider” means each of the Guarantors.

 

  (iii) Independent Amount. The Independent Amount for a relevant Transaction with respect to Counterparty is equal to 25% of the Premium of the relevant Transaction and is payable by Counterparty to Dealer in accordance with the CSA.”

3. Except as specifically amended hereby, all of the terms and conditions of the Master Confirmation shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

4. Each of the parties makes to each of the other parties those representations and warranties set forth in Section 3(a) of the Agreement with references in such Section to “this Agreement” or “any Credit Support Document” being deemed references to this Amendment alone.

5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

6. This Amendment shall be construed in accordance with and be governed by the governing law of the Agreement.

 

1


IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the day and year first above written.

 

[DEALER]

 

Dealer

   

PS FUND 1, LLC

 

Counterparty

By:  

 

    By: Pershing Square Capital Management, L.P., its investment Manager
Name:       By: PS Management GP, LLC, its General Partner
Title:       By:  

 

      Name:   William A. Ackman
Date:       Title:   Managing Member

 

2

EX-99.15 4 d758677dex9915.htm EX-99.15 EX-99.15

Exhibit 99.15

 

To:    PS FUND 1, LLC
Attention:    c/o Pershing Square Capital Management, L.P.
   888 Seventh Avenue, 42nd Floor
   New York, NY 10019
[Date:    April 21, 2014]

SHARE FORWARD MASTER CONFIRMATION

Dear Sir/Madam:

The purpose of this Share Forward Master Confirmation (this “Master Confirmation”) is to set forth the general terms and conditions of one or more Transactions (each a “Transaction”) that may be entered into between you (“Counterparty”) and us (“Dealer”) on the Trade Date specified in a Supplemental Confirmation, each substantially in the form of Schedule A hereto, confirming the specific terms and conditions of a particular Transaction (each a “Supplemental Confirmation”). Each Transaction, if executed, will be a Forward, the terms of which are specified in the Master Confirmation as supplemented by the Supplemental Confirmation (together, the “Confirmation”). The entry into this Master Confirmation does not obligate either party to enter into any Transaction.

This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. This Confirmation hereby incorporates by reference the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”) and the 2006 ISDA Definitions (the “Swap Definitions”), each as published by the International Swaps and Derivatives Association, Inc. In the event of any inconsistency between the Equity Definitions and the Swap Definitions, the Equity Definitions will govern. In the event of any inconsistency between either the Equity Definitions or the Swap Definitions and this Confirmation, this Confirmation will govern. For purposes of the Equity Definitions, each Transaction shall be a Share Forward Transaction.

The Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which the Confirmation relates. The Confirmation shall supplement, form a part of and be subject to the 2002 ISDA Master Agreement (the “Agreement”) as published by ISDA entered into between the parties on [INSERT DATE], including the Schedule thereto and the 1994 Credit Support Annex (Bilateral Form—New York Law) (the “CSA”) to such Schedule. In the event of any inconsistency between the provisions of the Agreement or the CSA and the Confirmation, the Confirmation will govern for the purpose of the Transaction to which the Confirmation relates.

1. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

 

Trade Date:    As specified in the relevant Supplemental Confirmation
Valuation Date:    As specified in the relevant Supplemental Confirmation
Shares:    The common stock of Allergan, Inc. (the “Issuer”) (ticker symbol: “AGN”)
Exchange:    New York Stock Exchange

 

1/16


Related Exchange:    None
Buyer:    Counterparty
Seller:    Dealer
Number of Shares:    As specified in the relevant Supplemental Confirmation
Prepayment:    Not Applicable
Variable Obligation:    Not Applicable
Reference Price:    As specified in the relevant Supplemental Confirmation.
Forward Price:    As specified in the relevant Supplemental Confirmation.

General Settlement Terms:

Condition to Physical Settlement:    The Buyer may not early terminate this Transaction or proceed with Physical Settlement on the Settlement Date until and unless any required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby, shall have been made or shall have expired or been terminated, as applicable (the “Physical Settlement Condition”). Any such early termination or settlement shall constitute a representation by the Buyer that such filings have been made and any such waiting periods have expired.
Condition to Cash Settlement:    The Buyer represents to the Seller that the election by Buyer of Cash Settlement (either upon early termination or on the Settlement Date) is not in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).
   In any event, upon a Cash Settlement, the Buyer will represent to the Seller that either (1) Buyer is or has been for the preceding three months an “affiliate” (as defined under Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”)) of the Issuer, (2) Buyer is not and has not been for the preceding three months an “affiliate” of the Issuer, or (3) Buyer should be deemed an “affiliate” of the Issuer solely for purposes of all Transactions under this Master Confirmation.

Procedures for Early Termination:

Latest Early Termination Time:    The scheduled closing time of the Exchange.
Early Termination Right:    The Buyer may early terminate this Transaction (in

 

2/16


   whole or in part) by notice to the Seller prior to the Latest Early Termination Time on or before the Valuation Date (such date, the “Early Termination Date”). In such case, the Valuation Date will be deemed to be the Early Termination Date and the portion of the Number of Shares subject to early termination will be settled in accordance with the terms of this Master Confirmation with the remaining portion of the Number of Shares (if any) continuing under the terms of this Confirmation.

Settlement Terms:

Settlement Method:    Physical Settlement (unless Cash Settlement is elected by Counterparty in accordance with the terms hereof); provided that, in respect of Physical Settlement, clause (a) of Section 9.4 of the Equity Definitions is hereby amended by adding the words “as soon as practicable, but in any event no later than” before the words “one Settlement Cycle”.
Default Settlement Method:    Physical Settlement
Settlement Method Election:    Applicable
Electing Party:    Buyer
Settlement Method Election Date(s):    Any Scheduled Trading Day following the Trade Date
Cash Settlement Terms:   
Number of Cash-Settled Shares:    The Number of Shares (or in the case of an early termination, the portion of the Number of Shares subject to early termination on an Early Termination Date); provided that the valuation related to such Number of Cash-Settled Shares will occur as set forth under “Cash Settlement Procedures” below.
Cash Settlement Procedures:    On a Valuation Date (or deemed Valuation Date) where Cash Settlement is elected, the Calculation Agent will determine the portion of the Number of Cash-Settled Shares (which may be all such Number of Cash-Settled Shares) subject to cash settlement (the “Settled Number of Shares”) in its good faith and commercially reasonable discretion (which may, for the avoidance of doubt, be exercised in consideration of advice of counsel to Counterparty and counsel to Dealer and in consideration of other market activity or derivative transaction or unwind activity by Counterparty as well as any legal considerations applicable to Counterparty, including, but not limited to, considerations related to

 

3/16


   the fact that Counterparty may be an “insider” or “affiliate” of the Issuer and the application, if any, of any related securities laws (such considerations, the “Unwind Parameters”)), and will notify Dealer and Counterparty of such determination. The Calculation Agent will include in such notice the number of Averaging Dates (“Determined Averaging Date Number”) and the initial Averaging Date for such settlement which will be the first Scheduled Trading Day after the related Valuation Date (each such date, an “Initial Averaging Date”). In respect of the settlement on the Valuation Date, the Initial Averaging Date will be the Valuation Date.
   The Calculation Agent will ensure that the Determined Averaging Date Number is equal to or greater than (or is by no more than 5 Scheduled Trading Days less than) a number equal to the quotient of (a) the Settled Number of Shares divided by (b) the ADTV Limit, with any fractional Determined Averaging Date Number being rounded up to the next whole number. “ADTV Limit” means a number equal to the product of (i) 20%, and (ii) the trailing average daily composite trading volume for the most recent 30-day period, determined by the Calculation Agent as of the Valuation Date.
   Such cash settlement shall proceed under the Equity Definitions as if (i) the Settled Number of Shares were the Number of Shares for purposes of Section 8.4 (“Cash Settlement of Forward Transactions”) and Section 8.5 of the Equity Definitions (“Forward Cash Settlement Amount”), (ii) the Averaging Dates were a number of consecutive Exchange Business Days beginning on, and including, the Initial Averaging Date for such settlement, which number shall be equal to Determined Averaging Date Number, and (iii) the Cash Settlement Payment Date were as defined below.
   Following each such settlement, the Transaction will continue with a Number of Shares reduced by the amounts so settled, and the Calculation Agent will select subsequent Initial Averaging Date(s) (in conjunction with a related Determined Averaging Date Number) in a good faith and commercially reasonable manner (taking into account the Unwind Parameters) until the total of all Settled Number of Shares equals the original Number of Cash-Settled Shares. For the avoidance of doubt, the Calculation Agent may select a Settled Number of Shares for the first settlement hereunder that equals the total Number of Cash-Settled Shares, in which case there shall be only one such settlement hereunder.

 

4/16


Cash Settlement Payment Date:    In respect of a Settled Number of Shares, three (3) Currency Business Days following the final Averaging Date.

General Valuation Terms:

 

Market Disruption Event:    Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) thereof in its entirety with the following: “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) thereof the following: “; in each case that the Calculation Agent determines is material.”
   Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
Averaging Date Disruption:    Modified Postponement; provided that Section 6.7(c)(iii)(A) of the Equity Definitions is hereby modified by inserting the words “the Calculation Agent may determine in its discretion that” after the word “then” in the sixth line thereof. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Averaging Date, the Calculation Agent may determine that such Averaging Date is a Disrupted Day only in part, in which case (i) such day shall be an Averaging Date and the Scheduled Trading Day immediately following the date that would otherwise be the last Averaging Date shall be an additional Averaging Date; (ii) the Calculation Agent shall determine the VWAP Price on the Averaging Date that is a partially Disrupted Day on the basis of transactions in the Shares on the Exchange on such Averaging Date, taking into account the nature and duration of the relevant Market Disruption Event; and (iii) the Calculation Agent shall determine the Settlement Price using an appropriately weighted average of VWAP Prices on the Averaging Dates instead of the arithmetic average.
   Section 6.6(a) of the Equity Definitions is hereby amended by replacing the word “shall” in the fifth line thereof with the word “may,” and by deleting clause (i) thereof. Section 6.7(c)(iii)(A) of the Equity Definitions is hereby amended by replacing the word “shall” in the sixth and eighth line thereof with the word “may.”
Settlement Currency:    USD
Relevant Price:    For purposes of Section 6.7 of the Equity Definitions,

 

5/16


   with respect to any Number of Shares for which Cash Settlement is elected, a price calculated based on the relevant date of determination’s VWAP Price excluding trades on the Exchange below the Limit Price minus $0.02.
Limit Price:    Counterparty may communicate to Dealer on any Averaging Date prices above which the Settlement Price is acceptable to Counterparty it being understood that the Calculation Agent may have to increase the Determined Averaging Date Number in a commercially reasonable manner to reflect market liquidity above such prices.
VWAP Price:    For any Exchange Business Day, the volume-weighted average price per Share, as displayed on Bloomberg Page “AGN <Equity> AQR” (or any successor thereto) with respect to such Exchange Business Day, as determined by the Calculation Agent, or in the event such price is not so reported for such day for any reason or is manifestly erroneous, as reasonably determined by the Calculation Agent; provided that, when Shares trade above or below a certain price are excluded from the calculation of such volume-weighted average price, the Calculation Agent will modify the calculation commands on Bloomberg to calculate such price to reflect the agreement by the parties.

Dividends:

 

Ordinary Dividend Amount:    USD 0.00.
Extraordinary Dividend:    Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) the ex-date for which occurs during the Dividend Period and the amount or value of which differs from the Ordinary Dividend Amount, as determined by the Calculation Agent.
Dividend Recovery:    In the event that the declared dividend is different from the actual dividend paid by the Issuer, and the Calculation Agent has previously adjusted the terms of the Transaction then the Calculation Agent will either (a) adjust the terms of the Transaction, or (b) determine an amount to be paid by one party to the other party, in each case to account for the discrepancy between the declared dividend and the actual dividend paid by the Issuer. This provision will survive the termination of any relevant Transaction, it be understood that if clause (b) of the previous sentence applies, the party obligated pay such amount will do so in accordance with the instructions of the Calculation Agent.

 

6/16


Adjustments:

 

Method of Adjustment:    Calculation Agent Adjustment.
Diluting Event:    Any event described in the definition of “Potential Adjustment Event” in Section 11.2(e) of the Equity Definitions, or any similar event, that subjects the Hedging Party or any person (relative to other holders of Shares) to any disadvantage as a result of any action, including, but not limited to, a “poison pill” or other plan that has the effect of shareholder rights being distributed or separated from the Shares. To the extent that an event may be a Potential Adjustment Event and a Diluting Event, the parties agree to treat such event as a Diluting Event.
Diluting Event Consequence:    Upon the occurrence of a Diluting Event, the Calculation Agent will adjust the terms of the Transaction to reflect, to the extent practicable, any mutual agreement of Dealer and Counterparty, it being understood that the Calculation Agent will attempt, to the extent practicable, to address the economic effect on the parties from the Diluting Event by (i) extending the Valuation Date to a date up to 24 months after the original Expiration Date, and (ii) adjusting the terms of the Transaction to reflect such extension, including, but not limited to, the Forward Price and the Number of Shares.

Extraordinary Events:

Consequences of Merger Events:   

Share-for-Share:

   Calculation Agent Adjustment

Share-for-Other:

   Calculation Agent Adjustment

Share-for-Combined:

   Calculation Agent Adjustment
Tender Offer:    Applicable
Consequences of Tender Offer:   

Share-for-Share:

   Calculation Agent Adjustment

Share-for-Other:

   Calculation Agent Adjustment

Share-for-Combined:

   Calculation Agent Adjustment
Composition of Combined Consideration:    Applicable

 

7/16


Nationalization, Insolvency or Delisting:    Cancellation and Payment (Calculation Agent Determination)

Additional Disruption Events:

Change in Law:    Applicable; provided that Section 12.9(a)(ii) is hereby amended by (A) adding the words “or any Hedge Positions” after the word “Shares” in the clause (X) thereof; (B) deleting clause (Y) thereto; and (C) adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof; provided that any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any derivatives legislation enacted after the date of this Master Confirmation that affects the Hedging Party.
Failure to Deliver:    Applicable
Insolvency Filing:    Not Applicable
Determining Party:    Calculation Agent
Hedging Party:    Dealer

Additional Representations, Agreements and Acknowledgments:

Non-Reliance:    Applicable
Agreements and Acknowledgments Regarding Hedging Activities:    Applicable
Additional Acknowledgments:    Applicable
Eligible Contract Participant:    Each party represents to the other party that it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act (as amended)

 

8/16


Rebate Amount:

 

Payment of Rebate Amount:    Upon an early termination (if any) prior to the original Valuation Date, Dealer will pay to Counterparty on a related Cash Settlement Payment Date or Settlement Date (as applicable) the Rebate Amount determined on the Early Termination Date (in the case of Physical Settlement) or on the final Averaging Date (in the case of Cash Settlement).
Rebate Amount:    In respect of a Number of Shares subject to early termination, an amount equal to the product of (a) the Remaining Fraction, (b) Rebate Percentage, (c) the Number of Shares subject to early termination, and (d) the Reference Price.
Remaining Fraction:    On any Early Termination Date, the quotient of (a) the number of calendar days remaining between such Early Termination Date and the original Valuation Date, and (b) the number of calendar days from, and including, the Trade Date to, and excluding, the original Valuation Date.
Rebate Percentage:    As specified in the relevant Supplemental Confirmation.

2. Calculation Agent: Dealer, provided however that Counterparty may challenge any determination or calculation made by the Calculation Agent within two Business Days following receipt by Counterparty of such determination or calculation, subject to providing in reasonable details the material reasons for the dispute and suggesting an alternative calculation or determination. If the parties are unable to agree on such determination or calculation within one Business Day, (i) the relevant party shall pay the amount, if any, which is not in dispute and (ii) a mutually acceptable third party will be appointed by the parties within two Business Days following such challenge to act as Substitute Calculation Agent and make the relevant determination or calculation. If the parties are unable within two Business Days to agree on, or to appoint, such third party, then each party will, within two Business Days select a leading, independent dealer in instruments of the type covered by this Confirmation and such dealers shall agree on a third party who shall also be a leading, independent dealer in instruments of the type covered by this Master Confirmation to act as Substitute Calculation Agent. Subject to the above, all determinations and calculations by the Substitute Calculation Agent will be binding and conclusive in the absence of manifest error. The costs, fees and expenses (if any) relating to the appointment of the Substitute Calculation Agent shall be borne equally by both parties.

3. Address for Notices:

Notice to Dealer:

[INSERT ADDRESS]

with a copy to:

[INSERT CC IF ANY]

 

9/16


Notice to Counterparty:

Steve Milankov

c/o Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, NY 10019

with a copy to:

Ramy Saad

c/o Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, NY 10019

4. Account Details:

 

Account details for Dealer:    To be advised.
Account details for Counterparty:    To be advised.

5. Other Provisions:

 

(a) Credit Support.

 

  (i) Credit Support Document. For the purposes of all Transactions under this Master Confirmation, in respect of Counterparty, the definition of “Credit Support Document” includes the Guarantee, dated as of April 17, 2014, of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd., and Pershing Square Holdings, Ltd. (each a “Guarantor”) in favour of [DEALER].

 

  (ii) Credit Support Provider. For the purposes of all Transactions under this Master Confirmation, in respect of Counterparty, the “Credit Support Provider” means each of the Guarantors.

 

  (iii) Independent Amount. The Independent Amount for a relevant Transaction with respect to Counterparty is equal to 25% of the Forward Price of the relevant Transaction and is payable by Counterparty to Dealer in accordance with the CSA.

 

(b) Additional Representations and Warranties of Counterparty.

Counterparty hereby represents and warrants to Dealer as of the date hereof, and as of each date on which a Transaction (the “Proposed Transaction”) is executed hereunder, and covenants with Dealer, as follows:

 

  (i) Counterparty represents that the execution of the Transaction by it is not in violation of Section 10(b) of the 1934 Act. In addition, if Counterparty seeks to amend any Transaction, Counterparty will be deemed to represent that Counterparty is not in violation of Section 10(b) of the 1934 Act.

 

  (ii) Counterparty is aware of its obligations under the United States Federal securities laws in respect of the Shares, including without limitation under Sections 9 and 10(b) of the 1934 Act, as amended, and the rules and regulations thereunder, and during the term of the Transaction will not take any action that does not comply with those obligations.

 

10/16


  (iii) Without limiting the generality of Section 3(a)(iii) of the Agreement, Counterparty is and, after giving effect to the Transaction, will be in compliance with any reporting obligations under Section 16, Section 13(d) and Section 13(g) of the 1934 Act it has with respect to the Shares.

 

  (iv) Counterparty is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” under, and as such term is defined in, the Investment Company Act of 1940, as amended.

 

  (v) Counterparty is, and shall be as of the date of any payment or delivery by Counterparty hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages.

 

  (vi) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that (A) Dealer is not making any representations or warranties or giving any advice with respect to the legal, regulatory, accounting or tax treatment of the Transaction, and Counterparty has consulted with its own legal, regulatory, accounting and tax advisors with respect to the Transaction, and (B) none of Dealer and its affiliates has acted or will act as Counterparty’s fiduciary in any way, or has any fiduciary duties to Counterparty; and Counterparty is not relying, has not relied and will not rely upon any communication (written or oral) of Dealer or any of its affiliates. Counterparty has made or will make its own independent decision to enter into the Transaction based upon its own judgment and upon advice of such advisors as Counterparty deems necessary.

 

  (vii) Counterparty is not and has not been for the preceding three months an “affiliate” (as defined in Rule 144 under the 1933 Act) of the Issuer.

 

  (viii) Counterparty is not an “insider” of the Issuer. An “insider” is a person “who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security” of an issuer, or “who is a director or an officer” of an issuer (as such terms, as applicable, are defined in Rule 16a-1 under the 1934 Act).

 

  (ix) Counterparty does not have economic exposure (including economic exposure held by any of its affiliates) to the Shares (including any synthetic positions, all Transactions hereunder and giving effect to the execution of the Proposed Transaction) equal or exceeding 9.9% of the Issuer’s outstanding shares.

 

(c) Private Placement.

Buyer represents and warrants to Seller that (i) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the 1933 Act, (ii) it is entering into the Transaction for its own account without a view to the distribution or resale thereof and (iii) it understands that the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the 1933 Act.

 

11/16


(d) Matters relating to Dealer and the Agent.

 

  (i) Dealer is not registered as a broker or dealer under the 1934 Act. [DEFINE BROKER-DEALER] (“Agent”) has acted solely as agent for Dealer and Counterparty to the extent required by law in connection with the Transaction and has no obligations, by way of issuance, endorsement, guarantee or otherwise, with respect to the performance of either party under the Transaction. The parties agree to proceed solely against each other, and not against Agent, in seeking enforcement of their rights and obligations with respect to the Transaction, including their rights and obligations with respect to payment of funds and delivery of securities.

 

  (ii) Agent may have been paid a fee by Dealer in connection with the Transaction. Further details will be furnished upon written request.

 

  (iii) The time of the Transaction will be furnished by Agent upon written request.

 

(e) Acknowledgments Regarding Hedging.

Counterparty acknowledges that:

 

  (i) during the term of the Transaction, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

 

  (ii) Dealer and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection with hedging activities in relation to the Transaction, including acting as agent or as principal and for its own account or on behalf of customers;

 

  (iii) Dealer shall make its own determination as to whether, when or in what manner any of its hedging or market activities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Transaction;

 

  (iv) any market activities of Dealer and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, each in a manner that may be adverse to Counterparty; and

 

  (v) the Transaction is a derivatives transaction in which it has purchased from Dealer a Share Forward Transaction; Dealer may purchase or sell Shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the Transaction.

 

(f) Miscellaneous.

Counterparty and Dealer understand that there may exist one or more confidentiality agreement(s) between Counterparty and Dealer. With respect to any rights or obligations thereunder to maintain the confidential nature of confidential information (as defined therein), the parties agree to continue to maintain the confidential nature of confidential information.

Notwithstanding anything to the contrary contained herein, any party (or such party’s affiliates) may disclose to any and all persons, without limitation of any kind, the United States tax treatment (federal, state and local) and tax structure of any transaction contemplated hereunder and all materials of any kind relating to such tax treatment and tax structure. However, any

 

12/16


information relating to the United States federal, state or local tax treatment or tax structure shall remain subject to the applicable confidentiality provisions (and the preceding sentence shall not apply) to the extent reasonably necessary to enable any person to comply with applicable securities laws. “Tax treatment” or “tax structure” is limited to any facts relevant to the United States federal, state or local tax treatment of any Transaction contemplated hereunder and specifically does not include information relating to the identity of Counterparty or any of its affiliates.

 

(g) No Arrangements.

Counterparty and Dealer each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Counterparty and Dealer with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Dealer may hedge its risk under the Transactions in any way Dealer determines, Dealer has no obligation to hedge with the purchase or maintenance of any Shares; (iii) Counterparty will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction (other than upon an early termination or at maturity where Physical Settlement applies resulting in the delivery of Shares); and (iv) Counterparty will not influence Dealer with respect to the voting of any Hedge Positions of Dealer that are Shares (if any).

 

13/16


Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.

 

Yours faithfully,

 

[DEALER NAME]

By:  

 

  Name:
  Title:

Confirmed as of the date first written above:

 

PS FUND 1, LLC

 

By: Pershing Square Capital Management, L.P., as

its Investment Manager

By: PS Management GP, LLC, its General Partner

 
By:  

 

 
  Name: William A. Ackman  
  Title:   Managing Member  

 

14/16


SCHEDULE A

SHARE FORWARD SUPPLEMENTAL CONFIRMATION

 

To:    PS FUND 1, LLC
Attention:   

c/o Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, NY 10019

Dear Sir/Madam:

The purpose of this Share Forward Supplemental Confirmation (this “Supplemental Confirmation”) is to confirm the specific terms and conditions of the Transactions (“Transaction”) entered into between you (“Counterparty”) and us (“Dealer”) on the Trade Date specified below. This Supplemental Confirmation supplements the Master Confirmation between you and us dated April 21, 2014.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:    April     , 2014
Valuation Date:    [April     , 2016]
Number of Shares:    [            ]
Reference Price:    USD [            ]
Forward Price:    USD [            ]
Rebate Percentage:    [     ]%

 

15/16


Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.

 

Yours faithfully,

 

[DEALER NAME]

By:  

 

  Name:
  Title:

 

Confirmed as of the date first written above:

 

PS FUND 1, LLC

 

By: Pershing Square Capital Management, L.P., as

its Investment Manager

By: PS Management GP, LLC, its General Partner

 
By:  

 

 
  Name: William A. Ackman  
  Title:   Managing Member  

 

16/16

EX-99.16 5 d758677dex9916.htm EX-99.16 EX-99.16

Exhibit 99.16

July 15, 2014

Valeant Pharmaceuticals International, Inc.

2150 St. Elzéar Blvd. West

Laval, Quebec

Canada, H7L 4A8

Ladies and Gentlemen:

Reference is made to (i) that certain letter agreement, dated as of February 9, 2014 (the “Confidentiality Agreement”), between Pershing Square Capital Management, L.P. (together with its controlled affiliates, and including any successor thereto, “Pershing Square”) and Valeant Pharmaceuticals International, Inc. (together with its controlled affiliates, and including any successor thereto, “Valeant” or the “Company”); (ii) that certain letter agreement, dated as of February 25, 2014 (the “February 25 Letter Agreement”), between Pershing Square and Valeant executed in connection with a potential transaction related to Allergan, Inc. (“Allergan”); (iii) that certain letter agreement, dated as of May 30, 2014 (the “May 30 Letter Agreement”), between Pershing Square and Valeant amending the terms of the February 25 Letter Agreement; (iv) that certain offer to exchange, forming part of the registration statement on Form S-4 filed by Valeant with the Securities and Exchange Commission (“SEC”) on June 18, 2014, and any amendments thereto (the “Offer to Exchange”); and (v) that certain Tender Offer Statement on Schedule TO filed by Valeant and AGMS, Inc., a wholly owned subsidiary of Valeant, and PS Fund 1, LLC, an investment fund managed by Pershing Square (“PS Fund 1”), with SEC on June 18, 2014, and any amendments thereto (the “Schedule TO”). PS Fund 1 is considered a co-bidder in the Offer (as defined below). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Offer to Exchange and Schedule TO.

1. Covenant to Perform

Notwithstanding anything set forth in the Confidentiality Agreement to the contrary, in the event that all conditions to the consummation of the offer set forth in the Offer to Exchange and Schedule TO (the “Offer”) have been satisfied or waived, as applicable, and Valeant accepts for exchange the shares of common stock, par value $0.01 per share (including the associated rights to purchase preferred stock), of Allergan tendered into the Offer, Valeant, on behalf of itself, its subsidiaries, and its affiliates (collectively, the “Valeant Parties”), hereby covenants and agrees to fully perform and discharge any and all obligations and agreements, as to payment or otherwise, of the Valeant Parties in accordance with the terms of the Offer to Exchange, the Schedule TO, and each other document relating to the transactions set forth therein.

2. Indemnification of Losses

The Valeant Parties shall indemnify and hold harmless PS Fund 1 and each of its affiliates and its and their partners, general partners, employees, officers, directors, managers, and subsidiaries and investment funds managed by PS Fund 1 and its affiliates (collectively, the “Indemnitees”) to the fullest extent permitted by law from any damages, losses, taxes, liabilities, obligations, actions, proceedings, claims of any kind, interest, costs, or expenses (including reasonable attorneys’ fees and expenses, and other costs or expenses incurred in the collection of any judgments with respect to actions, proceedings, or claims) (collectively, hereinafter “Losses”), including all interest, assessments, and other charges paid or payable in connection with or in respect of such Losses, but excluding all Losses sustained or incurred in the capacity of a stockholder of Allergan, to the extent such Losses are finally determined by a court of competent jurisdiction, in the case of a third party claim brought against the Indemnitees, or by an


arbitrator pursuant to Section 5 below, in the case of a direct claim by the Indemnitees against Valeant, to have arisen out of the breach or non-performance by the Valeant Parties of their respective obligations to pay for shares tendered into the Offer; it being understood that the indemnity in this Section 2 is provided to PS Fund 1 solely with respect to its status as a co-bidder in the Offer and neither PS Fund 1 nor any other Indemnitee shall be entitled to indemnification hereunder in respect of any Losses sustained or incurred in the capacity of a stockholder of Allergan. Payment of such Losses shall be made by Valeant (i) in the case of a third party claim brought against the Indemnitees, no later than two business days prior to the date on which the Indemnitees are required by any legal or judicial process to make payment under such final determination; provided that the Indemnitees shall have provided written notice to Valeant of such final determination, together with a copy of such final determination, within one business day after such final determination is made or entered, and (ii) in the case of a direct claim by the Indemnitees against Valeant, in accordance with the arbitrator’s award. The indemnification provided for herein is in addition to, and not in lieu of, any other rights to indemnification that any of the Indemnitees may have including, but not limited to, those provided for in that certain Limited Liability Company Agreement of PS Fund 1, LLC, dated April 3, 2014. Notwithstanding anything to the contrary in this letter agreement, the parties hereby acknowledge that the indemnification rights under this Section 2 shall be the Indemnitees’ sole and exclusive remedy for monetary damages under this letter agreement.

3. Termination

This letter agreement, and the Valeant Parties’ obligations hereunder, will terminate automatically upon the earliest to occur of: (i) the consummation by the Valeant Parties of the Offer and the second step merger as set forth in the Offer to Exchange, and (ii) the termination or withdrawal of the Offer by Valeant in accordance with the terms of the Offer to Exchange.

4. Specific Performance

Each of the parties hereto acknowledges and agrees that irreparable injury to the other party hereto would occur in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages are not an adequate remedy for any such breach or threatened breach. It is accordingly agreed that each of the parties hereby agrees to the seeking of an injunction or injunctions or other equitable relief to prevent actual or threatened breaches of any of the terms or provisions of this letter agreement, without proof of actual damages, and to enforce specifically the performance by such first party under this Agreement, and each of the parties hereby agrees to waive the defense in any such suit that the other party has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of injunction or specific performance as a remedy, and hereby agrees to waive any requirement to secure or post any bond, security or any other undertaking in connection with obtaining such relief. The equitable remedies described in this Section 4 shall be in addition to, and not in lieu of, any other remedies at law or in equity that the parties may elect to pursue. The parties hereto hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy, or claim hereunder and that neither party shall oppose any motion for any expedited discovery or expedited hearing in connection with any alleged breach of this letter agreement.

5. Arbitration

Notwithstanding Section 5(e) of the Confidentiality Agreement, any controversy, claim, or dispute related to this letter agreement or its breach, termination, enforcement, interpretation or validity thereof shall be handled exclusively through the following procedure. The party bringing an action (“Claimant”) will serve a notice of arbitration upon the opposing party. The date of receipt of the notice of arbitration shall commence the action. The opposing party’s notice of defense shall be served upon the


Claimant within two business days after it receives the notice of arbitration. The failure to serve a timely notice of defense shall serve as a definitive admission of liability with the same force and effect as an arbitrator’s determination. The arbitration shall be conducted by one (1) arbitrator selected from the proposed arbitrators listed on Schedule A. The parties accept all four individuals as candidates to serve as arbitrator and will select the arbitrator to hear the dispute based on availability in the order of priority listed in Schedule A. If none of the individuals listed in Schedule A are available, any other former judge of the Delaware Supreme Court or Delaware Court of Chancery shall be selected based on availability and the date on which such former judge most recently retired from the court. The arbitrator shall issue an award without a decision within two business days of receiving the notice of defense. No independent discovery will be taken. The arbitrator’s determination shall be binding, final, and non-appealable on all parties. Judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own expenses, but those related to the compensation of the arbitrator shall be borne equally.

6. Miscellaneous

This letter agreement shall become effective as of the date hereof. This letter agreement shall not constitute an amendment, modification or waiver of any provision of the Confidentiality Agreement not expressly referred to herein. Except as expressly provided in this letter agreement, the provisions of the Confidentiality Agreement are and shall remain in full force and effect. Sections 5(a), (b), (c), (d), (f), (g), (h), (i), and (j) of the Confidentiality Agreement shall apply to this letter agreement, mutatis mutandis.

[Remainder of page intentionally left blank]


If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter agreement, whereupon this letter agreement will constitute our agreement with respect to the subject matter hereof.

 

Sincerely,

Pershing Square Capital Management, L.P.

By: PS Management GP, LLC, its General Partner

By:

 

 /s/ William A. Ackman

 

William A. Ackman , Managing Member

 

CONFIRMED AND AGREED TO:
Valeant Pharmaceuticals International, Inc.
By:  

 /s/ J. Michael Pearson

  J. Michael Pearson, Chief Executive Officer


SCHEDULE A

William Chandler III, Partner, Wilson Sonsini Goodrich & Rosati

Stephen P. Lamb, Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP

Myron T. Steele, Partner, Potter Anderson Corroon, LLP

Justice Jack B. Jacobs

GRAPHIC 6 g758677g49r40.jpg GRAPHIC begin 644 g758677g49r40.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``(!`0(!`0("`@("`@("`P4#`P,# M`P8$!`,%!P8'!P<&!P<("0L)"`@*"`<'"@T*"@L,#`P,!PD.#PT,#@L,#`S_ MVP!#`0("`@,#`P8#`P8,"`<(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`S_P``1"`"O`M0#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#]YHHKG5-2 MU`#4+JWCMYUB1(DBQCRHV_B0G.6/>IO[%N?^@OJ'_?$'_P`;HT7_`)"6K_\` M7VO_`*(AK0H`S_[%N?\`H+ZA_P!\0?\`QNC^Q;G_`*"^H?\`?$'_`,;K0HH` MS_[%N?\`H+ZA_P!\0?\`QNC^Q;G_`*"^H?\`?$'_`,;K0HH`S_[%N?\`H+ZA M_P!\0?\`QNC^Q;G_`*"^H?\`?$'_`,;K0HH`S_[%N?\`H+ZA_P!\0?\`QNC^ MQ;G_`*"^H?\`?$'_`,;K0KPW_@HU\4Y/A!^R?JVJ?VI/H-G?:MHVB:EJT,AC MDTFPO]5M+*[ND<6&22TOO$NG:#]H\-Z9?(P7[#-?+%Y8N"<@A=RHR['9'*J?9/ M[%N?^@OJ'_?$'_QNJOAKP58?#WP!:Z#X5L=-T6PTNS%KIEM'!BUM55<1C8I& M5'&0"">>`?'6F6)@AF6)! M-6P9_LK6Z;?*<$HZ8!;>36/M)0:4^O7HO(Q]K.FTJNMWNMEV7S[GUQ_8 MMS_T%]0_[X@_^-T?V+<_]!?4/^^(/_C=:%%=!U&?_8MS_P!!?4/^^(/_`(W1 M_8MS_P!!?4/^^(/_`(W6A10!G_V+<_\`07U#_OB#_P"-T?V+<_\`07U#_OB# M_P"-UH44`9_]BW/_`$%]0_[X@_\`C=']BW/_`$%]0_[X@_\`C=:%%`&?_8MS M_P!!?4/^^(/_`(W1_8MS_P!!?4/^^(/_`(W6A10!G_V+<_\`07U#_OB#_P"- MT?V+<_\`07U#_OB#_P"-UH44`9_]BW/_`$%]0_[X@_\`C=']BW/_`$%]0_[X M@_\`C=:%%`&?_8MS_P!!?4/^^(/_`(W1_8MS_P!!?4/^^(/_`(W6A10!G_V+ M<_\`07U#_OB#_P"-T?V+<_\`07U#_OB#_P"-UH44`9_]BW/_`$%]0_[X@_\` MC=']BW/_`$%]0_[X@_\`C=:%%`&?_8MS_P!!?4/^^(/_`(W1_8MS_P!!?4/^ M^(/_`(W6A10!G_V+<_\`07U#_OB#_P"-T?V+<_\`07U#_OB#_P"-UH44`9_] MBW/_`$%]0_[X@_\`C=']BW/_`$%]0_[X@_\`C=:%%`&?_8MS_P!!?4/^^(/_ M`(W1_8MS_P!!?4/^^(/_`(W6A10!G_V+<_\`07U#_OB#_P"-T?V+<_\`07U# M_OB#_P"-UH44`9_]BW/_`$%]0_[X@_\`C=']BW/_`$%]0_[X@_\`C=:%%`&? M_8MS_P!!?4/^^(/_`(W1_8MS_P!!?4/^^(/_`(W6A10!G_V+<_\`07U#_OB# M_P"-T?V+<_\`07U#_OB#_P"-UH44`9_]BW/_`$%]0_[X@_\`C=']BW/_`$%] M0_[X@_\`C=:%%`&?_8MS_P!!?4/^^(/_`(W1_8MS_P!!?4/^^(/_`(W6A10! MG_V+<_\`07U#_OB#_P"-T?V+<_\`07U#_OB#_P"-UH44`9_]BW/_`$%]0_[X M@_\`C=']BW/_`$%]0_[X@_\`C=:%%`&?_8MS_P!!?4/^^(/_`(W1_8MS_P!! M?4/^^(/_`(W6A10!G_V+<_\`07U#_OB#_P"-T?V+<_\`07U#_OB#_P"-UH44 M`9_]BW/_`$%]0_[X@_\`C=']BW/_`$%]0_[X@_\`C=:%%`&?_8MS_P!!?4/^ M^(/_`(W1_8MS_P!!?4/^^(/_`(W6A10!G_V+<_\`07U#_OB#_P"-T?V+<_\` M07U#_OB#_P"-UH44`9_]BW/_`$%]0_[X@_\`C=']BW/_`$%]0_[X@_\`C=:% M%`&?_8MS_P!!?4/^^(/_`(W1_8MS_P!!?4/^^(/_`(W6A10!G_V+<_\`07U# M_OB#_P"-T?V+<_\`07U#_OB#_P"-UH44`9_]BW/_`$%]0_[X@_\`C=']BW/_ M`$%]0_[X@_\`C=:%%`&?_8MS_P!!?4/^^(/_`(W1_8MS_P!!?4/^^(/_`(W6 MA10!G_V+<_\`07U#_OB#_P"-T?V+<_\`07U#_OB#_P"-UH44`9_]BW/_`$%] M0_[X@_\`C=']BW/_`$%]0_[X@_\`C=:%%`&?_8MS_P!!?4/^^(/_`(W1_8MS M_P!!?4/^^(/_`(W6A10!G_V+<_\`07U#_OB#_P"-T?V+<_\`07U#_OB#_P"- MUH44`9_]BW/_`$%]0_[X@_\`C=']BW/_`$%]0_[X@_\`C=:%%`&?_8MS_P!! M?4/^^(/_`(W1_8MS_P!!?4/^^(/_`(W6A10!G_V+<_\`07U#_OB#_P"-T?V+ M<_\`07U#_OB#_P"-UH44`4?#MQ)6!SF.5`5,UMGS+=R&4F,H]?-OP6^$'[2J?%F^^%GC3]L;Q MWX.^)-NLMYI0N?!NB:AI?B_3U;_C[L))(59F0%1-;L?-A8_Q1LLC=]\7/^"5 M?[17QP\-V>F^)?VQKK4ETN^BU/3;P_"W2X+[2KN(YCN+:XAFCDBD'(W*1N5F M4Y5B#P>TG-\T8/L]5;T>OZ'F>VJ5'SPIN^S3:MZ-7NON^]&E\-/V7/VQ_P!D M..+P;\./B?\`"?XE_#6QQ#HTGQ)LK]=>T.V'"6YFLSMNUC7`#2;6(`'R@`#Z M$_9\_9EU;P1XMN/'7Q$\4CQ]\3-0L_L#:C'9"QT[1;0L':ST^UW.88F=59W= MWEE*(7'/A_H^G^)M8P($9:(?,7.W:-&$+7OY)N]CIC0IT[-M^2;O9_UZV.9\?\`[?7PS^'' MQ5UGP=>ZGK%YJWA>VBO/$4NF:%>ZC9>&(I5W1/?W$$3Q6VY`7Q(P*H"[;4&Z MO8-/U"WU>P@NK6>&ZM;J-989HG#QRHPRK*PX*D$$$<$&OAO_`()5P2ZE^U3^ MW!:B:22SF^*96._3;)^\;3XA)$"P*EHOE&T@@9`([5]=?"[P'X5_9I^%GAGP M3H\L.DZ#H%G%I>E07=YN?RXU"JH:1MS'&/Z8&!54:DY+FE:VOYV##5IS7/*U MG?Y6=EZ_A_EV%%%%=!V!1110`4444`%%%%`!1110`4444`%%%%`!1110`444 M4`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`! M1110`4444`%%%%`!1110`4444`%%%%`!1110!G^&/^0;)_U]W/\`Z/DHH\,? M\@V3_K[N?_1\E%`!HO\`R$M7_P"OM?\`T1#6A6?HO_(2U?\`Z^U_]$0UH4`% M%%%`!03BBO"O!/[?W@?QY^V/XA^"$D>IZ/XFTO2XM2T]M7LI;*'Q/&6E6X-A MYJ`7$<&Q`SH2&+MM!5&:IE4C%I-[F'=?%A>E?+F,2NR*\;A]N'*;Q@%DD4$[37R7/H^O?\$-/%DM[ MID.K^*/V0-V2^9>:C\(KF5\M/%UDFTIW8EUY:$DL,\^8?M*?!3Q-\7? MVK)?BU^R=9:/HGCSXDM"N@^.+/SM+\6?#_7`HU;1+A%VW$$\##,D/ M)`E"^6ZL!PQ*#BYE-VD[26SZ/_/S1Y_.JCM)VFK\LNC\EW[-?<=1^T%\$/!O M[J_9\\ M&^+O`7PCT73?'GBX^./%T-NG]J:NMA#8PW$^Q0_E0Q*H2/()`.6Y))Z`<=^Q MA^POX%_84\#ZIH/@>UNX;+5-4N]1V3W,DT=BD\[RK:6R.Q$-O%OVK&F`<%FR MS,Q]EKIIQ;]^2L^IV4J;;52:M*VMGI_7Y!7#_&7]G3PC\>XK$^([&^-YI@D6 MRU+2]5N]'U.R60`2)%>6K M1VTSCVBR441JI('.!A5^A/VK?V=-)_:T_9X\5?#O6KB>SLO$UG MY*W<`#2V,Z.LL%P@/!:*:..0`\$H`>*\=N/^"A&L?"?Q2OPU\8?#'QQXC^+M MCH:ZQ]A\'VD-[8>(+82FW^VVTTDT8AC:4`,EQY;Q%P#O7;(_+4C"-1.HO=2T M[7Z_I8X*L*<*J=5>ZE9::)ZWT[[6^=BYX<\267[(G[;7@OX1Z3-*O@GXKZ#J MNIZ)H[3-*OAN^TPVIFCM]Q)CM)X+K(A!V1/;'8%$A`^F*^,?V-?V5_BK\4/V MQ-8_:5^/EGI_AGQ'_8[^&O`_@:QO5OH_!^F22"2:2XG3]W+>3%0&:/*A21G! M58^QTK_@HC_PL?\`;YD^$OP[\*ZE\0/#OA>SDB\>>)=-:);'PAJ#21BVMS+( MZK/)M\WSHH]TD8"$!BLB!TZBA'WM$WHNMO3[WY(JC65./O*R;]U=;>GWOR1] M.T445UG>%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%% M`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444` M%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4 M444`%%%%`!1110`4444`9_AC_D&R?]?=S_Z/DHH\,?\`(-D_Z^[G_P!'R44` M&B_\A+5_^OM?_1$-:%9^B_\`(2U?_K[7_P!$0UH4`%%-GG2U@>21UCCC4L[L M<*H'))/8"OEGQS_P5O\``7PY\=:%!JWA+XG6O@'Q%?1:99?$9M`*^%'GE<)$ M3<%Q((7'_$FCR->>&?%6E2?#-[C`G@E4AL'@.F0'7C@A6 M7!_:E_X)6?"K]K+XC2^+]8;QEX9\47EM'::AJ7A3Q)=Z++JT,8(B6Y$+A)M@ M.%9E+`8&<``>&_"/]DCP#^QI^T_\+/\`A0?Q*\7:C<^)M4N+3Q3X5N_%DVOV M.I:2EM.9KZ6*5W-O);W"0*LRE1OD\H@F3%'=(D_X1WQ M3HRGRX]4MWC3R[5?EVR1R%,2?*N6/EK]4^%O@UX7\%?$/Q-XLTO0]/L_$OC) MK=M9U)(A]IOQ!$L,*N_7:B+@+T!+'&6).['H]G%J\VH+:VZW]Q"EO+YJS713IN*M+6VQU4:+A%1D[VV\E_G;J%%%%;'0%%%% M`!7R;_P4=BF^`7Q7^$'[15M'(=+^&>HW&A>-#$N63PYJ@CBGN7QR4M;F*TN& M&.$25NQKZRJOJNE6NO:7(9-#G\6 M6^'?0M+AL9[Z\FMFZ?:7MX&6(YX)8@@@,/8?V?/V>_AW^P9^SS;>%O"MI8>% MO!WABVDN[NZNIE4N0N^>\NYVQND;!=Y'/;L``.7G_87TN#P79>$=/U[5-.\( M^'[I-2\+11@/J7@J\B!$+:?=,3B!%>1!!.DJ^7(\6?)/DU@^,_V$/$G[0^IV M-E\9OB?/X\\":;*EQ_PB6FZ%'H>GZW)&P:-M3*RRO=JK`-Y*F*%F`+1L`%'. ME44W-QN^FJLOZ>NWR.6,:JJ.HX7;T6JLN_G:^MTKOMH._9*_:5\>_M9?%[7/ M&FAZ/:V/[/EU:167AR\U826^K>(+B-I3)JMK%L^6QES'&@F(:0)YJ[5.U_I* MO&_C/^W!\,_V>?%6G>"YM4.M>.;]/+TOP7X;M_[1UNY"H6&VUB_U,812?,F, M<2JI)<`&O/\`]BG]MSQ]^UQ^TQ\5M#OO`NE>#_`WPOD@T229M2&HZA>:S(J3 M2V[21?Z.AMHBJRQQF7$DJ@2G:P-0J1@U3``.237S]^U)X#\._P#!43]FCQ#X6^&?QLLK M-87V2WWA:^L=6LVNT97B@OD`D\RW+)B2#("&MM)MY MX71;+6%&-]]`H46[@HMRP3+QE79?1?V8/VX?B_\`'7X]:;\"_&5OX9^#?Q4^ M&\,>I^*4GM_MUMX[LU+1QOHT6Z/_`$211YDLI??`VR,(?G9/J'XQ^'?A[^UM MHOCSX,>*+;3M=_XE5N^L:3=Q[_+M[OS1;7`P01^\@EVLI5E>'(*_*QX]*L;K MXMNU^ZMO_ENCSW:O#FB[2VOM?O&U[_Y;H\6TOP%^W!X/GM=/M_'W[-7BC2XR ML;W^I^%=7L;Y$P!N\J&\>-V'7;N7/]X9X^AOA+\#]$^%WT^XUVX`QYDWE*"P4?*H=G8*`"S'+'/_`&5OV"-/U MKQ%XD71;6.WEU77=0DOKZ^9$5-[O(QVC"@*BX5%````KT2NFE2MJ[W\W>QUT M*'+:4KW[-WMZ!1116YU!1110`4444`%%%%`!7*?&SX.:3\>OAIJGA?6)M6L[ M74H6C2]TJ^EL-0L)"I"S6]Q$0\4JY.&4\@D$%25/5T4I14E9DRBI+EEL?$_[ M>7P[^$?_``3M_P"";'B:31?">FV&J6/D?\(S_9H-OK&J>*)#Y5C2[, MS[FD+.YC\T-N0L#[-_P3B_93D_8V_9`\*>#]2N&U#Q5)&^L>*=1=M\FIZS=L M9[V=W_BS*[*"?X$3TKTKXO?!KPW\=O"`T/Q1I=OJEC'=P:A;^8H\RSNH)%E@ MN(FZI+'(JLK#H1W!(/S+^W!:?&S]IWX[:9\!?#,-Q\,?AKX@TZ35/$OQ#M+] M9-0U&P1DCETO3T`!M[IS(`\CYVQDLN[D'DE!4I^T2Z))+^OQ.&5.-&I[11Z* M*2_K3IJ1:W_P4^OO%'[3NOV/PV\)WWC[X1?"NQN4^(_BFS=1!IUZK1L(M/XS M>S6\8F>>)"<+M"DR`))]<^&/$VG^-/#>GZQI-Y;ZCI>K6T=Y9W4#AXKF&10Z M2(PX*LI!!'4&OSQ^`_PX^(GQ(^`7Q8_9A^#%SX(^'_P_^%_B"?X>R>-IXY)M M8EM)+6&>X\NQBC2%KQ5NFB:Z><;W4R&)6/'VKX/\.^%_V'_V3]-TI;JXA\'_ M``J\,1VWVBZD4RBSLK8+O=CM4MLCR>@)]*,/4F[REM^3[+R#"U:CO.>V_H^R M\D>CT5B_#CXCZ#\7O`>D^*/"^K6.N>']>M4O=/O[.020W4+C*NK#^74'(."* MVJ[$[JZ.]--7045#?ZA!I5C-=74T-M;6Z&2665PD<:@9+,QX``[FL>U^*7AF M^T&XU6'Q%H,VEVKB.>\2_B:WA8XPK.&VJ>1P3W%)R2W$Y);F]17/2_%SPI#H MD>IOXG\/+ILTAA2[;481`[CDJ'W;2P[C.:MZQX\T/P[X;76=0UG2;'1W"LM] M<7<<5LP;[I$C$+SVYYI3)+_SS5MV"W^R#FCF7<.> M/,W3-*H%L-H?YSGY?E(;G'!!Z50U'XC>'M(\+IK MEWKVC6NBR8V:A->QI:MDX&)2VTY(]:?,D',EN;-%4?#GBC3?&.D1:AI&H6.J M6$V?+N;.=9X9,'!PZD@X/H:BT[QKHVK^(;S2+35M,NM6TY0UW90W2/<6H/0O M&#N4'W`HNA\R-.BL;0?B-X?\5:K>6.EZ]HVI7VFG%W;VM['-+:G./WBJQ*\\ M<@4R/XG^&IM)&H)XBT-K%I_LHN1?Q&$S?\\]V[&__9SFES+N+GCO+?&^B^`=,%]KNKZ7HMF7$8N+^Z2VB+'HNYR!G@\> MU+F5KBYHVO?0U**S['Q7I>IZ+;ZE;:EI]QIUXR+!=17"/#.78(@5P=K%F(48 M/)(`YJOKWQ!T'PKJ5O9ZIKFCZ;>76##!=7D<,DV3@;58@MD\<=Z?,EJPYDE= MLV**Q]1^(.@Z1?7EK=ZYH]K1\QP.147AOXH^ M&?&.H&STCQ%H6JW2H93#9W\4\@0$`MM5B<`D<^XI,]' MTG08]4NM6TVUTN8*4O);I$MW#?=PY.TY[<\UH03QW4"21NLD00 M>X-5=#YD.HJJ=:OEJZN8V4MG&0X*D=0PQUJ2XU"WM+ MB"&6:&.6Z8I"CN%:9@I8A1W(52<#L">U%PYD3457DU>UB^U;KJW7[$N^XS(! MY"XW9?GY1CG)[5!9^*M+U'1X-0M]2L)]/NG6.&YCN$:&9F<1JJN#@DN0H`/+ M''6E=!S(OT5F^*_&FC^`]*^W:YJVFZ+8[@GVB^NDMXMQZ#1D?,/45%J?BS2]$L;NZO-2T^SMM/<1W4 MLUPD<=LQ"D*[$X4D.AP<<,OJ*?,A\RW-"BLO1?&^B^)+.&XT[6-+U"WN)C;Q M2VUU'*DLH4L44J2"P4$X'.`34.K?$;P]H$UY'?:]HME)IJH]VL]['&UJKD*A MD#,-H8LH!.,EACK2YE:XN:-KW-JBL7PS\1_#OC6YDAT;7M%U::%=\D=E>Q7# M1KG&2$8D#/G^%=-:\U2_L]-LXR`T]U.L,:D]`68@QAXW\9/BKK/@O]I3X?Z1;ZINT'7"UK>Z; M9/;_`&])W+&"XDBEC9Y;0B*5':!D>)MK,'0L8_*/!_Q]\=WG[//B3QPOC";6 MKCP/XKN+S4[*!+"Z>YT*UU6Z@N(?*AMEDC?['$TB8+2.\"8;#L#]=%06W8&X M=#CI2XR*TE0DY-\S_'_,VGA9RDY<[Z]^R\^EKGR_JWQ@\<:+\8?@_8ZIXJFT MBR\_._Z2\_*_P`S/ZE--M5'KZ]DN_E?2VK/DWX@?$OQQ\/_`(6? MM&:M9_$K7-4U#X;2G3]%6\L]*"PNVD:7>+*_EV:[G\Z>=>05VN1L)52/5/@O M\2O$_B?]I3XDZ#KUQ8)8Z'INB7-A8V=PMS%;-<"\\UO-\B*1B_E1G:VX+@;2 M`Q%>O454#E&HIJ;MVNW_-W;[K[EY6^4?&W[2/Q& M\7_$#QYH_A2=;&UU#3[F7X5%?5U`&!1]7EUF_Z^?K^'8/J]1_BOR?F_E;L?*_P`3OVF? M'GA'XB^,;6WD>^\(OXMTKP]IVIZ78I+=>&KB1=-:2"Z0JX>VN!<2!9]N8I&* ML0K(Z=!X0^-7B;4OB+_PC5UXAD;6(/B5>V,VG_9[9;E=$6RFN(04$>X0G]P1 M-C<=P&_)Q7T12;1NW8&[&,XH^KSYN;G?I_3#ZK4Y^9S?IKW;[^?]=/!OV*_C M??>/?"%[-XI\76NKZI>:_?:;81O=6>_;%U:2SU#47C@>/4,Z9?SA$9I`\2PO!"SMLR MV[`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`/M?_``?,QJ8& MI*+C[1K[^Z=M_*W?75LI>'/$>G^+]!L]4TJ]M=2TV_B6>VNK:020SHPR&5AP M0?:KM%%=AZ2OU,_PQ_R#9/\`K[N?_1\E%'AC_D&R?]?=S_Z/DHH`^4_^"EGP M]^+WB;PY#KW@'2_#_P`0/"?A#5X]3\3?#2\M66;QY:K;J)(%N-^TF,%)([=H MRDLB8?>`L;8?[#VC?"#X^?M%^'OCI\`]'M/#&BZMX5O]'\;VMC8+IBO>BXM3 M:V=[:J`BW]NT=WN(&Y4<98I+$3]D:+_R$M7_`.OM?_1$-?*?QU_8*\7>!OVN MM%^,G[/>M:5X)\1>+-0CL?B/I>H6QGT'Q'8!'/VZ6W1T;[=$0`CQLK.9,.0I M=CQ5J,E/VD==5==?E^J['G8BA*-3VL=5=7773M^J['=?\%!?V"M,_;8\`:;+ M8:E-X.^)W@^Z74/!WC.P8QZAX/-?T?2?#? MBSQ_J7CVVUV^NX[:W-O>P1.\+ER-LD!MY01T*"-@>65?DCXY?&'7O^"F]YH_ MQ`\9>'?$NC_L,Z#K,,;VMNLD6K?$%_,"0:E=6H7SFT=9R@$2?O7#"0HP!$?Z M0?'GX#>$?VF_A)K?@;QSH=GXA\+^(;C*>J.IPRNI#*P!!!`-< MW^S?\./'GPW\/-X7\8:GX7\0>'?#JQ6?A^]MK1XM0O+:+;Y+W:8$,]GY?GMZI\&_V;;/X-?%; MQ!KGA>_?1?!?B*PMMGA"UM%@T^TOU9S+?(A&87EC,2-'&$0F(NP9V)'JE%%= MD8J*LCOITU!6B<[\7D>7X3>*%CAN+F1M)NE6&"%II9287PJ(H+,QZ!5!)/`! M-?G%I'["NL>#_P#@BQXVO;7P[XDF^)WCGX+Z%X.NO#-MH,UO=17&GVCQ)&UL M%,LMR9KB8/,PP42+`5$W-^G]%8UL.JCN^S7W]3FQ&#C5ES2[-??U/A']I7P= MKGQ`_9H^&5OX:T;7M8U"S^+N@:E<37?PYO=/$,,,B22W-S8".*5H(DPC2L$W M["`>A/#S?"WQ)X:_8;\%^"[#PW\0/`GQ<^"^N:GJVEM;>#[OQ!X=U'4RMXSQ M*(H6232[V*]N$BVE6ME9$8HZ`/\`I-16+P5W>_2W]:G/_9NO-S:VMM_P;WOU MN?&*_2>BJ>#N[W[_I_D5++[MOF[_C;SMTZ6/A M_P"('PA^)NC_`+7WQ>^+/PQM-:F\0:7=Z;9WOA?5HIK71/B-HR:;;[X8)I%$ M4=[#,+D13H2H9BDF4<%`?#/PAB\+W-C M9:1+JEQX-U]X[$_:);&)'F^>&*6V,L<;F(AE;8DC$_>M%5]56]^M_+>YI]15 M[WUO?RWOM_7?<\3_`&$-8U[Q!\+?$E[KW@^P\$M/XQUL:?9VNB7&C?;;%+V2 M.WOY+:=C(DES&BSMD+DR_=SDGY9F^!_Q6O\`2_VCO!_PQC\01Z7XT\,:]J_A MC4O$&AS:+JWA;7]0O9)+K2H;V1$^U6US*9)HYD+"':GSE3&:_1*BG+#*45&^ MQ4\&I1C&^U_Q_KS/SU^+/C?P7!XU_9.U2P\.ZM\%=0\'^(%AU74?$/AVZ\/6 M.CZ<--GAGT>2]EB2VF-Q<-;I&B2NDC1^8I.T$VOA9\.]>'P>NOA3+X7\30^( M%^.\OC&.Z&C7#:1<:/\`\)6-<6]COPGV9E-H0H02>9YGR;,U][ZSHUGXBTJX ML=0M+:^L;N,Q3V]Q$LL4R'@JRL"&!]",5SGPT^`_@?X+QRKX.\&>%/":S@B0 M:-I%O8B0$Y.?*1<\\\UE]5E?=6>_X+]#'ZC-.R:L]]+=$OT/CG[-\4-!_;QT M/]H+_A'?$UQX.\3ZO=_#G4=%BTR_?4].T)1_H.H267E96-;^VEG\P+N$.J?- MPF!QWPD^%7BSX=_MOZE\2M:^'_B.]\'Z9\5O$\L%QIWAR\CUFS_M&QM+:"_9 M=I>]TQ_+G1E@3,+/AO=>`?^$>TJ[TK1Y];;POJ MXOI)KAGM+=))E6Z@-NGGI&P'V78Y4$$_5E%:+#VCRWZW_K4VC@[0Y6^M]OT; M?Z'PS^VA\*/$W[7?PQT'X?\`P?T'6O`.GZ3#?^.[>[U/1KW1($U:"Y+Z7&%: M(`,]W(]Z87VLOD1;U7<5'/\`Q[^&^L?\%%OB=\!9M>\%>+O">F>+?AGXJT?Q M4-3\)W3'PQ=:@FE*UN_G1A(ILP70BD?*@QJ^&!4-^@U%3+!\U[O>U_E:WI_P M3*>7\U^:6]KJW:UK:Z?\$^5_`GPA^P_\%,?&27GAG5KSP>_PI\/:%;:AJ&F2 MSZ?>SVFH:C*\)N'0QR2(DT#D%B26[D''FGP5\(^(_A9\$OCT/#_@?7-)\?>+ M?BKKUAX6OY/#%U&]E:ZG=0Q1:B'$.1:1)NG9A\F(`.I4'[SHIO"]GW_'_(IX M'^5VWZ=_GTZ'YE>-_A'\0/AM_P`$R/CA^SW=>#O%VM7?@75K5/!DVF:1?ZE; MZSHMQ?6M]##;S^63,]IOF@5;=21SFOT/\!?%.P^(GA6YUFSL/$EG8VTCQ MA=4T*\TVZF"*&9DMKB))RN25&8P6*G:",$]-154<.Z;T>EK?=>WYET,+*E*Z MEI:VW17MUZ7_`"/R3U?]GO\`:0D_8U\=^$;+2?%DFA:A8P_&73BT4D>JG6I9 M/MESX6\@A9!C4T>Z!`Y5E3D/7O'[;\7Q0^+OQ*)+']GF6PUC M3='GTN_L=0\5O=DC5X+>W>)?//\`9["%,\K,TH`SC/WI16,<#9[3HJPW<3-F*<#=#)(R2`HS!>/^)'[/WQ0_:!_8?^#?PA\, MZ7K'@O6_#'@NU\6WEUJ-M=6<.GZS:0P_V98F54V/-'=.9WBW<&S3=PU?HG15 M/!IWN][W^;N5++D[WEO>_P`W=^FR1\.^&/'7BKQK^U-\,_C)XZ^&WC8>#M<^ M&HTV(7,<;+BV`+!'!/#_&G1/''Q/_9& M^#%Y=_#F^\*WVG_'/^V[G3O#W@>^D_L[2X;W4@-2FT\B65?.1X[AU902;C&W M-?HU12E@^9-.7X>G^05,NYXM.6_EUT\_(^!_VG]!^)E[X_\`@WXZ^&.@^*M4 MU'X'^&&U8:1_8$VAV_C"&\GMK2]T_P`N1!';S_9(7GC@;#1OY0*C!`XOQG\# MOBAX:_8M_;A^'>N:3XM\7>*/&D4FOZ/=6VE7-Q!K=WJ6AV4=S;6+*A#1PWL< ML:(#F.,+G`4D?I911]2UOS?Y;6_R^X7]G:M\SU^[:VU^UON]3X9^,OP8/[0_ M[/7P[\+JOQ$LTNOB':W%SK6E>#;SPUJFC-'IDWDW_E^2K+Y%P;9?/D0(Q3:V MY5.>T_8Z^'7Q.U+]H#XHK\\,Z):>([:U5M-\:+97>LW*7R0$ M'R)U^U0^9#SYC6N_)9_#\MK>Q1W6LZGJ$#2>8BN M+=K=8WW_X*+V][;^/OV==:M_#_`(GU[3_"OQ)35]5;1="N]6DT M^T&DZE`9WCMHY'"B6XA'"D_-P#@X^GJ*T=%NG[._;IV-989NE[*_;6W:WGY' MRG_P4<\0WW[0O_!/7XL:'X9\(>.K[5-0T"U>RLI/#EW'<7YN)0R1QQ%/,,BA M,R(5#1;EWA3P/2OV7OA'H_P$UKQ5INF0:U)<^/-3G\>UD[NUMO7_,****W. MD****`"BBB@`HHHH`****`"BBB@`HHHH`**JZAKMCI%Q:PW5Y:VLU])Y5NDL MJHUP_7:@)RS>PYIFJ>)-.T.!I;[4+*SB2186>>=8U5VQM4DD?,`!ZFFMJUJL*R&YMQ&\1G5C(- MK1C!+@_W1D<].1ZT#N>0_M,Z#X^UGXD^"9O`>JWNF7FEVVI7ACEC=M&U.5?L MOEV=^54[(Y4,X21?GC'-&\:77CWX/WVLZ7XTT6'S/$=SJMA+]O MOTLYI=;LI+*"X>TE\K*V_P!H$XJB/'FAG3K>\_MG2?LET2L$_P!KC\N8@X(5LX;!X..E(I?"]EXAOO#UO M*U\7DN].UO=)/"E_;"RCMUFO([FWF=;6X6>`-_I"I!*\HW9*R0HV>"#ZHFN64MW=6ZWEJ MUQ8JK7,8E4O;AAD%QG*@@$C.,@5)INIV^LV$-U9W$-U:W"AXIH7$DXI1PT4FD]_P]/3]"8X.*C**D]?PMM;TT^[N?*OC?P%XPT70OB5X;T__A/F M\66IMD^&>JQ7-[/9I&MC;+`UQ.&,65OEN6N1%OVR_ M%FK:W8^+YO`^K:OJ.F6K13W=Q;KYEEI,D$C6S95+<207ZI-$#MDE<-M#@GZD MJK>:[8Z=J%K:7%Y:V]U?%A;0R2JLEP5&3L4G+8')QTJ?JJ333V?]?F2\#%24 ME*UG_G_G;TL?,/\`P3EU;QQX$^#GAO2_BQHWC9O'=UI.E0/J-R+F\M+J(VX" MJV[/V>XB8.MR)?G>3,@=XV4(W]J;0_BW!K7Q7U3P7_PD.N:9=:''I?\`PCR2 MO:NYDM)`E_I4^5"W4,S9DC5@)$P`5D1`WT[J/B33M("?:[^RM?,G6V3SIU3= M*PRL8R>6(((7JA86U)4 MG+;KUVMJ)8)*@J/.[+KUV:U[[_YGC^A_#G7=._:XU*%M0\12>!FLXO$]M%)) M<-!'JS[[26`3;MI@$*),+8Y42RM)CA0.=^.5GXS@^)GQ"DT2/Q=<:3/8^$)' MCMS=-&]O'JUU_;"66.!,;`IN6#$C97&7QCZ$.L6:ZJM@;JW%\T7GBW\T>:8\ MXW[;88N>D*7$;? M.Q5NJ^(OPY\;^+-$^)T>EZEXRA:U\:276E64KWJC6K:70[>W6"&<2QM!"M[) M+*LB/Y4;P;BI'-?32W\#[-LT+>8[1)AQ\SKG7NSC=GC;US6?U6-K.1G]1C:SE_5OZ_!#?`.E:EH/ M@71;'6+_`/M35K.P@@OKW;M^V3K&JR2X[;F!;'O6M1178M%8[XJRL9_AC_D& MR?\`7W<_^CY**/#'_(-D_P"ONY_]'R44##1?^0EJ_P#U]K_Z(AK0K/T7_D): MO_U]K_Z(AK0H`\'_`&[;#XV:-X6T'QE\$M0LM1U?P7=27NJ^"KZ*);;QO9L@ M#VJW!7?;W"@%H74A"YPX(QCHOV//VQ?!_P"VS\(X_%?A*:ZADMYFL-8T>_C\ MC4_#U]'Q+9W<)^:.5&R,'@C!!((->K5\B_MA_L8>+O`WQ=D_:"_9X^QZ?\6+ M:%8_$OAJ:3R-)^)EC'_R[7/:.\1<^3<]0<*^5.5YZG/"7M(ZKJOU7^77U.2J MJE.7M87:ZK]5^JZ^N_UU17D?[&7[9_A']MSX5-XB\-_;-.U+3;AM.\0>']2C M\C5?#6H)Q+:74)Y1U8'!Z,.02*]#/#U]JVKWUKIFEZ;`]S=W=S*(H;:)`69W9N% M4`$DFF>+?%VE^`O#%_K6M7]KI>DZ7`US=W=S((X;>-1EF9CP`!7E'AGPEJG[ M3_B&Q\4>+M/NM*\$Z;.EWX<\,7D9CFOY$(:/4=1C/(8$!H+5A^ZXDE'G;$M\ MY2MHMS.I4L^6._\`6K-[X/>+/%?Q:\2S>*KF.X\.^")+=H-$T>YM0E_J@9E/ M]H76\;X`0N(K<;6".S2_.RQ0^E44548V6I4(N*LW<****HH****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`*\E\6 M_#+Q?JOQJU_7K'6-._M=^!-8^).CZ+H^E^#X_$$%U=(U_?BZMK>;3X( MKB"X$:-*0RB:2"(,\89D6/;1+73[J^6.9U0S9BN%"N1N$REL@NM?3%%9U,-&EW:M-HL=E$=+UF;PI\+]0\+:B(9;=$OY6 M?3FMK-C(V64K:3AF8>6K2Y'#-CZ0HH>'BY[O:WZGB_P`!_@IX MB^&7PLU"WOKJ\OI)=1UO4TT.86*IJ@O;N>Y1+R1(2HE+2D,82L8#8PX7)Y#0 M/V3-1UO1I+'7=`T>ZT_7/'<^MSOJ4-K)J.FZ5)%%/)`YB7R6>6ZM8H"(N/LS MIN+.C,?I>BCZM!I)]!/!TVDG>RT/D/Q+^Q[XYUJ36VAM]-2^M%\1_P"E/=JJ M>+(=0UVUU.WM)<`LJ+;026K^8,+YOR;D)KWG]F_X<7WPY\-:_P#;;9--&O>( MK_6K?34=7738[B7?Y>5)3&A"7,OZ_K^M1T<'"G+ MGC?^OZ_7<\MU#P#XND^-?B+6[?4-2CTF:#2K>PMAJCI$=ER'NW6-C)"G[I=K M`P!Y`2%ECR6&=^T[X#UGXB^*?!VG:?X/35M+AU>PU74]72ZMX)[3[%>P7=O" MI=A((S-$LDC(KDI&T80F7?'['15.A%Q<>XY86+BX]]7]]_\`@>A\J_$;]GOQ M%=_#;XI>&[7X>PZC9_$3Q1?'?!>)':S:VG.G[?#D$]O+#/+;>:D(D81R. MBB5F)\SG*[E/L=%1'"Q2:3>OI_D1'`PC%Q3>OI_EYGRCKO[+7Q$N/CC<>)/# M\D/A^1-&-GIQN+U+RQLG&B26L$YR/M!OHKR0H6'^CO:Y)0S8(](_9;^%7C+P M5X-2Q\0:IJ6EZ;IEV/[+TG%A-*UJ;6W$D5U+'"?,/VI;IUD1ED9)5,C,Y.WV M:BB&%C&7,F_^'"G@80GSIN^O7O\`\,?-7PQ_9UUSPC:?"=3X5M;.3P;XY\2: MQ-LDMA_9^GWW]L>0J%6[_;;7_9J\4:_\*/BII8\,-:#XF7& MVSM$GTT77AW=I"V+$-L,'V<"-8%"*TPBDD;)8[5^JJ*2P<%'E3?X=DNW9$QR M^FH*";LO3LH]NR*/AFSN=.\.:?;WC6[WEO;1QSM;H4A:0*`Q0$DAHHKJ.Y::&?X8_Y!LG_7W<_^CY**/#'_`"#9/^ONY_\`1\E%`!HO_(2U?_K[ M7_T1#6A6?HO_`"$M7_Z^U_\`1$-:%`!1110!\E_MF_L3^*M+^*J_'S]G^:QT M3XS:7;K#K&D7#^3I/Q(L$Y^PWH'"S@#$-S]Y#A6.W!7U#]BG]MGPM^VW\,[C M6-%AOM#\1:%E?$"P3DZ;J*C`W8&(KC[T;;1G:`4Y M90=-\]/;JOU7GY=?4XJE.5*3J4E=/=?JO/NNOJ?5E%>*_L1?MP>'/VU_A_?7 M=C9WWAGQCX8N?[,\6^$M4'EZIX8OU^]#,G!*'!,1@AE'M5=$)J2YH[ M'53J1G%3@[IA1115%A1110`4444`%9?C7QKI/PY\)ZAKNNZA:Z5H^EPM<75W M:/\`#'PA?Z]KVH0:9I&FQ^;<7$I.U!D```9+ M,S$*JJ"S,P4`D@'S3P7X"UCX^>+-/\:^.M/GTO1]+F%UX7\)W(&ZS.+E;<'/S2_,F['HZBA_Y;CAH;=N(.'<&?`@]FHHJHQY0ITU'UZL** M**HT"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`S_#'_`"#9/^ONY_\`1\E%'AC_`)!LG_7W<_\`H^2B@`T7_D): MO_U]K_Z(AK0K/T7_`)"6K_\`7VO_`*(AK0H`****`"BBB@#Y9_;<_89UWQA\ M0+'XV?!'4K+P?\>O"]MY"33@KI?C:Q7!.E:HBXWQMC$ MY5\P_MQ?L*:M\3_&6F_&'X.ZM:>!_C]X/MS%I^IRH?[/\468.YM)U1%_UMM) MC"O]^%L,IXQ7-.$H2]I3^:[^:\_S..I3E3E[6EUW7?S7G^?J?3U%>#_L,_MU MZ3^V'X;U;3;_`$F[\#_%'P3,+#QEX+U)Q]NT&ZQPP/2:VD^]%.GR2*1T.0/> M*WIU(SCS1V.BG4C4CSPV"BBBJ-`K%^(7Q#T?X5>#KW7M?OH]/TO3U#2RLI9F M+$*B(B@M)([%41$!9V954$D`L^)/Q*T7X2>#;O7M?O%LM-L]H+!&DDFD9@L< M44:@O)*[E42-`6=F55!)`K@/AY\-M:^*WC&R\>?$"S-C-8,9?#/A=W62/P\K M`K]IN"I*2Z@ZD@L"4@5C'&6)DEESE)WY8[F4ZCORQW_+S?\`6OWM-\!_#S6? MC1XNL/'7CZQDTZWTV3[1X7\*3$,NCG!"WMY@E9+]E)P`2ENK%4+.7D;UZBBJ MC'E*IP44%%%%46%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`444 M4`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`! M1110`4444`%%%%`!1110`4444`9_AC_D&R?]?=S_`.CY**/#'_(-D_Z^[G_T M?)10`:+_`,A+5_\`K[7_`-$0UH5GZ+_R$M7_`.OM?_1$-:%`!1110`4444`% M%%%`'S/^W-^PC??&KQ)I/Q4^%>LV_@/X^>"82FB:\4)M-:ML[GTK4T7_`%UG M+TYRT3'>G.0VQ^PM^W=8_M:Z7K/A_7M%N/`?Q?\``LBV?C'P9?N#=:5,1\L\ M+=)[.7[T4Z95E(YSU^@*^;_VZ?V#YOV@]4T;XC?#O6D\`?'?P+&Q\-^)TCS% M=Q$[GTW4$'^OLI>05.3&6WKSD-S3IRA+VE/YKOYKS_,XZE.5.7M:7S7?S7G^ M9](5S_Q/^*&B_!_P=<:YKUTUO90,L2)'&TT]W,[!8X(8E!>6:1R%2-`69B`` M37SK^S3_`,%1-!\?^"]?TGXD:7`I(K#Q-X(<&>^FN9"%@?3E'S7D% MRQ'DM'G.X`X^\?5/AC\*M8\9^,K?X@?$*&-->@5O[!T%9!-:^$X74JQW#Y9; MUT)62<<*"8HL)O>6U64U^[_X;U_R+CB%42]EJW^'K_D,^&WPPUKXB>,K3Q_\ M0K5;;4[3<_AWPWYBS0>%XW4J99"I*2W[H2'E!*Q*S11$@R2S>LT45I&*BC:G M3459?\.%%%%46%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444 M`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110` M4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1 M110`4444`%%%%`!1110`4444`%%%%`&?X8_Y!LG_`%]W/_H^2BCPQ_R#9/\` MK[N?_1\E%`!HO_(2U?\`Z^U_]$0UH5EK;ZA8:A>/;P6>&-#NO&VAV,VFV M&N26:-?6EM*09(DEQN"DCIGC GRAPHIC 7 g758677g95o66.jpg GRAPHIC begin 644 g758677g95o66.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``(!`0(!`0("`@("`@("`P4#`P,# M`P8$!`,%!P8'!P<&!P<("0L)"`@*"`<'"@T*"@L,#`P,!PD.#PT,#@L,#`S_ MVP!#`0("`@,#`P8#`P8,"`<(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`S_P``1"``W`*$#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#]_****`"B MBOS8^#_CGQA_P48_X+N>(==M-2O=)^#G['<%UX=MX[*618/$GB2_M_*O$F96 M"R"W0$%"#L:-.!YI-`'Z3T45\H_M;?M/^,/BM\:KK]G/X$W<5I\0I-/BO/&? MC)D6>T^%VFW`/E3-&>)M2N%#FUMC@84S2$1H`X!W6M?M^^$9OVO]-^"/A2QU M?QYXTCC-WXH.AB*6R\"VFTF.74YV=5BDE8!8X%W3.,ML"C)]TK\Y_C5^T'\& MO^""G@30/A'\(/`NJ?$CX]?%FZ%QIOAV"X:Y\0>,KZ1F1M5U:]8,^QI!(6D8 M8SYFQ559&3Z6M/VK6_8P_8U\.^+OVLO''PW\(>*H[?;KMYI;RPZ7+=,[%8+. M*0M/,RQE`50,S%78`+T`/H*BJ^E:G!K>EVUY:R>;:WD2S0O@C>C`%3@\\@CK M7RS_`,%3_P#@KEX`_P""6O@+1VUJQU7QE\0?&4WV3PGX,T5/,U+79]RIG@'R MX@[(I;#,2P5%=N*`/JZBOSL_913QA^ROX;\0?M>?MO?%G_A#_$GB'3C:V?@\ M:D]MX<\!Z=*Z2)81VJ$_:K]BD>YL229&U2QRQ]T_X)Q_\%1_#O\`P4[C\6:U MX#\"_$'2_A_X?GCM=-\6:]8QV5CXEE.?,%K'YAE(CP,LR@?,`<-E:`/I^BOD M?]J'_@IU%=?\?A'?5KOPWI\MCI9=G9ECACED M=RJ(53>Q!^U_6'! M\W7M6G.^[O'+98[Y.%W$D1I&I)VYKXU_9=^,/A7]K_\`:U^)G[=7Q.UG3="^ M`_P8@O/!?PGO-5D"6?DQOLU37DS]Y[B4>1"5!=E!CVEU7.W\,?\`@XAT_P#: M9^'/B#5/A?\`"?Q%J&H:_P"($\*?">#5KM+9_B#>+$TE]>/"JEK/3M/4+)<7 M+LR*C@%ED)0`'T!_P43_`&[[[X#7&G_#/X=MI=Q\7?%VG7.I+=ZBX72?`6BP MJWVKQ'JC'Y5M;?'R1L0UQ*!&O\17YK^/O[>OPK_X(L_L`>#;/X37R_&[XM?& MZ0WGAF>&X^VZA\0]7N\>;K=W(FXO&973"`\YC@CVJI*?FE^TI\7M)^)]KXL\ M2>+/%.L>)/@KINNAOB;XVLS]AU']I+Q7`4^S>'M+489-'M,;(Q&/*A@W3L&F M>'/H/P.UO5_V-_C3X?\`B5XO\!Z1\1OV]OC(EI9_"CX1P6K6ND_"#0'1X[;S MH@52S6.V#*L1(DCC7+LI>>4`'T3\%]/A_P"".,-O\3?C%#J?[1/_``4._:(& MS2O"MG.L^H6,.-`^*7[9'B#3[C4]$\&Z?#+J&@_"NP1%E%O;P(KQ6[A64_:[HJ\K\ MQDGYW\)E_P"$T_9D^,NL>`/A7K6D_&C]O3Q_HW]H_%;XM:_)OASX?USXK:7KFMM9^ M-/C!K6^;7OC)K[JPBTWPY;\S:@7NI$`E5A:11I.V^9\N0#]*/VX/VX/`?_!/ M_P"`]]X^\?7TT=G'*EGIVFV:B;4M=O9#MBL[2'(:69R?NCHH9CA5)'YF_'/X MRZ+_`,$^=>;]M[]L#1X]2_:)\76[Z/\`"?X5Z?=+<+X-L0AV6RN%P;G]Z[7- MVP8(9BD:[F5#U%QXQU/P'^T5X=^,'[07A2/XE?MC>,K9H_@Y\"]"O/M=O\/K M!B,2S2,#!;S9R]UJ4N%58F6+/EE:]2_8I_8SF\3:AJ_[9/[:6EZ/:?&&PCO9 M;+3M4/\`Q)/A3HEF\JI';1L[Q[RJ27+7+%F_?Y4J2Q8`^9?V5/\`@CU\9/\` M@L-\:K/]HS]O*\OM)\-VX2Y\)_#"VE^QV]O:;O-5;J/)-O"5(#(2+F3K*Z!0 MK?5OB?X__$#_`(*)>($^%'[)]Y#\-_@7X7D_L?Q/\7;"T2.)DA_=OI?AB/`C MD=-AC:\`,,.#LW%5W>6?'#]J?_AY/X"U#XC?$WQ?J'[/G[!>BLRB>]N)-*U_ MXT\-\N%Q/#I5@^"?B!\?/^"T?A.P\'_LZV-Y^R?^QMIE MN-+@\6K9+9^(O%=I%^[\G2K>,C[+;?+M#J5XSF1CO@`!]_?L)_#CX#_LZ>$M M6^%'P5U#PC-<>"Y(Y/$UKIVJ0W^K"[GW?Z3J;JS2M M,_L.?L!_"S_@G5\&H_`_PJ\-0Z'I;2?:+ZZDZG;YI9#[X51PJJ MH`'LU`!1110`4444`%%%%`!1110`5^9O_!QQ_P`%"-)^!WPK\._`BW\;P^!M M6^+T_:'T37O$V@^$9M0U3X?^%9;5[[[0EG'+-'Y$6T^9%:J%A@" M(0\XD<_/'\P!X#_P4!>X^,UY\+_A1\1;;Q-X'\.^&[&SD\.?"'06+:CX8\/[ MUBTNTFMT8B\\4:NQ7<'4K:1$S,AWLJ>X>/\`P?I/PW;QGX-\:Z[H?@73?#WA MJQB^.GB'0")+?X;>&AE]-^&OAU]V6N[KY_M,JDO.[2/(9"&!O?LC_L<_&S]G MKX%_%S]OCXD_"WQ9\0OVH_B=-*/AUX7M=&?4+KPO)??)'J<]L`SPB-&540C= M%#&J':9?D]^_X)E_\&ZG_"R_V5M+;]LNUN/$^L7UY-KMOX/MM4GM(M-O;B9I M;C4-2GMI0U]JG^'](^$=A;Z M%\-[2UMHK_PW\(-.E7%G;V=L=R:KXONV(9(ANBMG<33,?)"0;VL?&+_AQ-\, M;W0].OK[QY^WS^T0\=UX@UF8+XDU/X<:?<.&2U;^*?461MQ0`+)*%9MT4<(D M]M\-Z+\2?^"EW_!0;2_!O[,O@#2OA;^S3^S;Q8*+[4T0[;02[UA)$\FUI3C]/OV-/\`@D)\!_V&?&-QXN\'^$9-0^(FI0E- M4\9^(+^?5]=U25R&FG>>=FV23/EW,2QAB>F,``'YO_!_]@;2_P!E7]CG4/B! M^U%?AO=:E'J0^&6GWC7/BGXOZW?VN-/\`$.E^#_!GC;]IK2]/BTK1/#Z1;OA_^RIHLFX+'>.F M!/K;(I5H(L2KY97"1JJG8\5?L=?M=?\`!8C_`(*6ZIXQ\?6^N?LX_!/X7SRZ M3X3$RH^NX\T":]T[YBL5].B'_3\8AC=%AWLI>OU>_9E_9:\`_L=?"6P\#_#? MPSIWA?P[8?/Y%LG[R[F(`>XGE.7GG?:"TLC,[$;_LH?L;>!_P#@GE\/ M/%7B[7O$DGB#QGKL;:U\0/B3XGFCCOM9>)"SRS2$[+:SA4$16Z$10QC`R=S- M^4/_``4Q_P""QGA?XW^.;35_'5CJGB;X3PWD;_##X*6BRVVI?%^Y$@6#7=;` M1FAT8R#=:6K*7NRJ2&)DKZO_`."S'[-O[4?_``4^^,D'[/O@/2X_AK\"--MH M-;\3>.+Z^1E\72XW1Z;#`FYRB./F20!690S854$OS!^P/_P;J?M%3_'^_P#B MAX^\6:#\#;RXV16(M!_::_X*>?$SPQX+T>R"W/@KX/:G>1Z;I.DP`9B$MD6W,Q"Y^S M*KROL43,V&A'W'8_\%8=9^*WAJST_P#9;_9M^(_Q.T6U@2"RUW5[1?`?A&W@ M5`J^3/?HDLB1@;=D-N0`N`>E>E?LS?\`!'WX!_LO^))?$EEX/;QIX[NF$EUX MP\;W.-4L_C-^U M'=>%_A*;^X^Q>"_ASHS:>+NR:1_*6[NI9"99/+\K<)(Y8PV_:HZD`^?_`(Y? M\%+/VU/C;XQU3P'\&_&7PF\0?$BTE-O-I'PG\(W'B;2_#C,<`:MX@U.6*PMG M3YPPCCD8,@RF&X^XOV"?BWXV_9H_9WN%_:X_:0^$OB?Q])>^=' MT944632*8EF8/N).;V"P3S`1)B&S:W3YR=S#')ZY'%>T>#_P#@AG^R!X&TK['9?LZ_"V:'=NW: MAHR:C+G`'^LN-[XX'&<9R>I)H`ZCQ9_P5J_9=\$&#^TOVA_@O";C=Y83QC83 M9VXSG9*<=1UQ6#??\%LOV1M.LIKB3]HSX0M'`C2,(O$=O*Y`&3M16+,?0*"3 MT`)KN[+_`()P_L\Z=`L=O\!_@U#&BA%5/!6FC`'`'^IKI_#/[)GPK\%:;]CT M;X9_#_2;/>9/(LO#MG;Q[CU;:D8&3@<^U`'S//\`\'$_['KZ@MKIOQ:D\27# M1F5H]`\+:SJQB0$#+_9[1]HR1UQ4MM_P7=^$'B99'\(^"_VA/'D.[RK>;0?A M1K#?!FC_#KPIIV@^'])TW0M#T>W2TL-.T MZU2UM+*%!A(XHD`1$4``*H``'%%%`&E1110`=****`"BBB@`HHHH`****`"B 5BB@`HHHH`****`"BBB@`HHHH`__9 ` end