0000895345-14-000286.txt : 20141027 0000895345-14-000286.hdr.sgml : 20141027 20141027164154 ACCESSION NUMBER: 0000895345-14-000286 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141027 DATE AS OF CHANGE: 20141027 GROUP MEMBERS: SAGARD CAPITAL PARTNERS GP INC. GROUP MEMBERS: SAGARD CAPITAL PARTNERS MANAGEMENT CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADSOFT, INC. CENTRAL INDEX KEY: 0001086909 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85860 FILM NUMBER: 141174924 BUSINESS ADDRESS: STREET 1: 9737 WASHINGTONIAN BOULEVARD STREET 2: SUITE 350 CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 301-977-9440 MAIL ADDRESS: STREET 1: 9737 WASHINGTONIAN BOULEVARD STREET 2: SUITE 350 CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: BROADSOFT INC DATE OF NAME CHANGE: 19990521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sagard Capital Partners, L.P. CENTRAL INDEX KEY: 0001423385 IRS NUMBER: 203332164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 325 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 629-6700 MAIL ADDRESS: STREET 1: 325 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 jf13d-broadsoft_sagard.htm jf13d-broadsoft_sagard.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
 
BroadSoft, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title Class of Securities)
 
11133B409
(CUSIP Number)
 
Dan Friedberg
Sagard Capital Partners, L.P.
325 Greenwich Avenue
Greenwich, CT 06830
(203) 629-6700
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 17, 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. 11133B409
  
 
Page 1 of 3 Pages
     
1
NAME OF REPORTING PERSON: Sagard Capital Partners, L.P.
 
I.R.S. Identification No. of Above Person (Entities Only): 20-3332164
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
 
(a) o
 
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
7
SOLE VOTING POWER
 
0
REPORTING
PERSON WITH
8
SHARED VOTING POWER
 
1,615,682
 
 
 
9
SOLE DISPOSITIVE POWER
 
                0
 
 
10
SHARED DISPOSITIVE POWER
 
1,615,682
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,682
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
5.6%
 
14
TYPE OF REPORTING PERSON:
 
 
PN
 

 
 
 
     
 
 
CUSIP No. 11133B409
  
 
 
Page 2 of 3 Pages
     
1
NAME OF REPORTING PERSON: Sagard Capital Partners GP, Inc.
 
I.R.S. Identification No. of Above Person (Entities Only): 20-3331555
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
 
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
7
SOLE VOTING POWER
 
0
REPORTING
PERSON WITH
8
SHARED VOTING POWER
 
1,615,682
 
 
 
9
SOLE DISPOSITIVE POWER
 
                0
 
 
10
SHARED DISPOSITIVE POWER
 
1,615,682
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,682
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.6%
 
14
TYPE OF REPORTING PERSON:
 
 
CO
 

 
 
 
     
 
 
CUSIP No. 11133B409
  
 
 
Page 3 of 3 Pages
     
1
NAME OF REPORTING PERSON: Sagard Capital Partners Management Corp.
 
I.R.S. Identification No. of Above Person (Entities Only): 20-2402055
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
 
(a) o
(b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
7
SOLE VOTING POWER
 
0
REPORTING
PERSON WITH
8
SHARED VOTING POWER
 
1,615,682
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
                0
 
 
10
SHARED DISPOSITIVE POWER
 
1,615,682
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,682
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.6%
 
14
TYPE OF REPORTING PERSON:
 
 
CO
 

 
 
 
 
 
Item 1.                 Security and Issuer.
 
This Schedule 13D (this “Statement”) relates to the Common Stock, $0.01 par value per share (the “Shares”) of BroadSoft, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 9737 Washingtonian Boulevard, Suite 350, Gaithersburg, MD  20878.
 
Item 2.                 Identity and Background.
 
(a) – (c) and (f).
 
The persons filing this Schedule 13D are Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corp., a Delaware corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”).
 
Sagard is the direct owner of the securities of the Issuer reported herein as beneficially owned by each of the Reporting Persons.  Sagard is principally engaged in the business of investing in securities.  GP is the general partner of Sagard.  Manager is the investment manager of Sagard.
 
For each of the Reporting Persons, the principal business address, which also serves as the principal office, is 325 Greenwich Avenue, Greenwich CT  06830.
 
As a result of direct and indirect securities holdings, Power Corporation of Canada (“PCC”) and The Desmarais Family Residuary Trust (the “Trust”), which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, the executors and trustees of which being Jacqueline Desmarais, Paul Desmarais Jr., André Desmarais, Michel Plessis-Bélair and Guy Fortin, may be deemed to control the Reporting Persons.  Jacqueline Desmarais, Paul Desmarais Jr. and André Desmarais, as executors and trustees, determine how to vote the shares of PCC directly or indirectly held by the Trust.  Exhibit A hereto identifies persons through whom the Trust may be deemed to control PCC and, in turn, Sagard.  PCC, a corporation organized under the laws of Canada, is a diversified management and holding company with its principal place of business at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3.  The Trust was formed under the laws of Québec and has its address at 759 Square Victoria, Montreal (Québec), Canada H2Y 2J7.  The filing of this Statement, including the exhibits, shall not be construed as an admission that any of the control relationships enumerated herein actually exist.
 
The name, citizenship, occupation and principal business address of each of the directors and executive officers of GP and Manager are listed in Exhibit B and the name, citizenship, occupation and principal business address of each of the directors and executive officers of PCC and the trustees of the Trust are listed in Exhibit C hereto.
 
(d) – (e).
 
During the last five years, none of the Reporting Persons, nor any of their respective directors or executive officers, nor any of the persons listed on Exhibit A, Exhibit B or Exhibit C, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.                 Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price for the Shares reported herein as beneficially owned by the Reporting Persons is $37,008,726.62.  All Shares held by Sagard were acquired with Sagard’s working capital.
 
Item 4.                 Purpose of Transaction.
 
The Reporting Persons acquired the Shares beneficially owned by them for the purpose of acquiring a significant equity position in the Issuer.
 
The Reporting Persons may acquire additional Shares or other securities of the Issuer or may dispose of any or all of their Shares or other securities of the Issuer from time to time depending upon an ongoing evaluation of the Shares, the Issuer, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, the Issuer’s reactions to the discussions below and/or other considerations.
 
Also, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer (and/or committees thereof) and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, business, results, plans, strategy, existing and new markets and customers, budgets, prospects, ownership structure, management team composition, board composition (which could include the idea that a representative(s) of the Reporting Persons be nominated or elected to the board of directors of the Issuer) and management.  The Reporting Persons may discuss ideas that are consistent with, that complement, or that diverge from, the Issuer’s current and future strategy and initiatives.  The Reporting Persons may discuss ideas that, if effected, may result in acquisitions by persons of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, changes in the Issuer’s capitalization and/or changes in the board of directors or management of the Issuer.
 
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
 
Item 5.                 Interest in Securities of the Issuer.
 
(a)           The Shares reported herein are held directly by Sagard.  As of October 24, 2014, each Reporting Person beneficially owned 1,615,682 Shares, which represented 5.6% of the outstanding Shares, based upon 28,678,701 Shares outstanding on July 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the Securities and Exchange Commission on August 4, 2014.
 
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard.  The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
 
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of October 24, 2014.
 
(b)
Sole power to vote or direct the vote:  0
 
Shared power to vote or direct the vote:  1,615,682
 
Sole power to dispose or to direct the disposition:  0
 
Shared power to dispose or direct the disposition:  1,615,682
 
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
 
(c)  
The following transactions have been effected by Sagard over the last 60 days:
 
Purchases
 
 
Trade Date
Price
Quantity
       
 
9/10/2014
$22.9174
11,900
 
9/11/2014
$23.4030
9,200
 
9/12/2014
$23.3470
8,500
 
9/15/2014
$23.2216
15,000
 
9/16/2014
$23.3966
30,000
 
9/16/2014
$23.4319
20,000
 
9/17/2014
$23.5260
10,900
 
9/18/2014
$23.7409
30,000
 
9/18/2014
$23.7431
2,400
 
9/19/2014
$23.7001
100,000
 
9/22/2014
$23.3162
50,000
 
9/23/2014
$23.2175
25,000
 
9/24/2014
$22.5236
100,000
 
9/25/2014
$21.7368
99,600
 
9/26/2014
$21.6315
20,000
 
10/6/2014
$20.3568
25,000
 
10/9/2014
$20.1699
25,000
 
10/13/2014
$20.0866
10,000
 
10/14/2014
$19.8838
88,000
 
10/15/2014
$19.7823
13,100
 
10/16/2014
$20.3637
25,000
 
10/17/2014
$19.9531
136,000
 
10/21/2014
$20.3000
50,100
 
10/22/2014
$20.2000
114,000
 
(d)           Not applicable.
 
(e)           Not applicable.
 
Item 6.
Not Applicable
 
Item 7.                 Material to Be Filed as Exhibits.
 
Exhibit A
Persons Who may be Deemed to Control the Reporting Persons
 
Exhibit B
Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp.
 
Exhibit C
Executive Officers and Directors of Power Corporation of Canada
 
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: October 27, 2014
SAGARD CAPITAL PARTNERS, L.P.
 
By:Sagard Capital Partners GP, Inc., its general partner
 
  
 
By:
/s/ Dan Friedberg
  
 
Name:
Dan Friedberg
  
 
Title:
President
 
 
  
 
SAGARD CAPITAL PARTNERS GP, INC.
 
  
 
By:
/s/ Dan Friedberg
  
 
Name:
Dan Friedberg
  
 
Title:
President
 
 
  
 
SAGARD CAPITAL PARTNERS MANAGEMENT CORP.
 
  
 
By:
/s/ Dan Friedberg
  
 
Name:
Dan Friedberg
  
 
Title:
President
  
 
 
 
 
 
 
EXHIBIT A
 
Persons who may be Deemed to Control the Reporting Persons
 
Set forth below is the (i) name, (ii) principal business address and (iii) place of organization of each person who may be deemed, for purposes of this Statement, to control the Reporting Persons.
 
(i)
4190297 Canada Inc.
(ii)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(iii)
Canada
   
(i)
3249531 Canada Inc.
(ii)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(iii)
Canada
   
(i)
Power Corporation of Canada
(ii)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(iii)
Canada
   
(i)
Gelco Enterprises Ltd.
(ii)
44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9
(iii)
Canada
   
(i)
Nordex Inc.
(ii)
44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9
(iii)
Canada
 

 
 
 
 
EXHIBIT B
 
Executive Officers and Directors of Sagard Capital Partners GP, Inc.
 
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners GP, Inc.
 
(i)
Dan Friedberg
(ii)
Director and Executive Officer (President and Chief Executive Officer)
(iii)
United States
(iv)
Managing Director, Sagard Capital Partners, L.P.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
(i)
Henri-Paul Rousseau
(ii)
Director and Executive Officer (Chairman)
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Denis Le Vasseur
(ii)
Director and Executive Officer (Secretary)
(iii)
Canada
(iv)
Vice-President and Controller, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Arnaud Vial
(ii)
Director and Executive Officer (Treasurer)
(iii)
Canada
(iv)
Senior Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Gregory D. Tretiak
(ii)
Director
(iii)
Canada
(iv)
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
 

 
 
 
 
Executive Officers and Directors of Sagard Capital Partners Management Corp.

Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners Management Corp.
 
(i)
Dan Friedberg
(ii)
Director and Executive Officer (President and Chief Executive Officer)
(iii)
United States
(iv)
Managing Director, Sagard Capital Partners, L.P.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
(i)
Henri-Paul Rousseau
(ii)
Director and Executive Officer (Chairman)
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Denis Le Vasseur
(ii)
Director and Executive Officer (Secretary)
(iii)
Canada
(iv)
Vice-President and Controller, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Arnaud Vial
(ii)
Director
(iii)
Canada
(iv)
Senior Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Gregory D. Tretiak
(ii)
Director
(iii)
Canada
(iv)
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
 
(i)
Michael Braner
(ii)
Executive Officer (Vice-President and Treasurer)
(iii)
United States
(iv)
Partner of Sagard Capital Partners Management Corp.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
(i)
Adam Weiss
(ii)
Executive Officer (Vice-President and Secretary)
(iii)
United States
(iv)
Partner of Sagard Capital Partners Management Corp.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
(i)
Anil Shrivastava
(ii)
Executive Officer (Vice-President and Assistant Secretary)
(iii)
United States
(iv)
Partner of Sagard Capital Partners Management Corp.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
 
 
 
 
 
 
Exhibit C
 
Executive Officers and Directors of Power Corporation of Canada
 
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Power Corporation of Canada.
 
(i)
Pierre Beaudoin
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Bombardier Inc.
(v)
800 René-Lévesque Blvd. West, 29th Floor, Montréal (Québec), Canada H3B 1Y8
(vi)
None
(vii)
None
   
(i)
Marcel Coutu
(ii)
Director
(iii)
Canada
(iv)
Director, Brookfield Asset Management Inc.
(v)
 355 – 8th Avenue S.W., Calgary (Alberta), Canada T2P 1C9
(vi)
None
(vii)
None
   
(i)
Laurent Dassault
(ii)
Director
(iii)
France
(iv)
Vice-Chairman and CEO, Groupe Industriel Marcel Dassault SA
(v)
9, Rond-Point des Champs Elysées, 75008 Paris, France
(vi)
None
(vii)
None
   
(i)
André Desmarais
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Paul Desmarais, Jr.
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Chairman and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Anthony R. Graham
(ii)
Director
(iii)
Canada
(iv)
President, Wittington Investments, Limited
(v)
22 St. Clair Avenue East, Suite 2001, Toronto (Ontario), Canada M4T 2S7
(vi)
None
(vii)
None
   
   
(i)
J. David A. Jackson
(ii)
Director
(iii)
Canada
(iv)
Lawyer, Partner Emeritus and Senior Counsel, Blake, Cassels & Graydon LLP
(v)
199 Bay Street, Suite 4000, Commerce Court W., Toronto, ON M5L 1A9
(vi)
None
(vii)
None
   
(i)
Isabelle Marcoux
(ii)
Director
(iii)
Canada
(iv)
Chair of the Board, Transcontinental Inc.
(v)
1 Place Ville-Marie, Suite 3315, Montréal (Québec), Canada H3B 3N2
(vi)
None
(vii)
None
   
(i)
R. Jeffrey Orr
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Power Financial Corporation
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
T. Timothy Ryan, Jr.
(ii)
Director
(iii)
United States
(iv)
Vice-Chairman of Regulatory Affairs, JPMorgan Chase & Co.
(v)
270 Park Avenue, 47th Floor, New York, NY 10017
(vi)
None
(vii)
None
   
(i)
Emőke J.E. Szathmáry
(ii)
Director
(iii)
Canada
(iv)
President Emeritus, University of Manitoba
(v)
944 Kilkenny Drive, Winnipeg, Manitoba, Canada R3T 4G3
(vi)
None
(vii)
None
   
(i)
Michel Plessis-Bélair
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
John A. Rae
(ii)
Executive Officer
(iii)
Canada
(iv)
Executive Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Henri-Paul Rousseau
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Gregory D. Tretiak
(ii)
Executive Officer
(iii)
Canada
(iv)
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Pierre Larochelle
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Investments, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
 (i)
Stéphane Lemay
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, General Counsel and Secretary, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Peter Kruyt
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Luc Reny
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Arnaud Vial
(ii)
Executive Officer
(iii)
Canada
(iv)
Senior Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
 
 
 
 
 
Trustees of The Desmarais Family Residuary Trust

Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the trustees of The Desmarais Family Residuary Trust.
 
(i)
Jacqueline Desmarais
(ii)
Trustee
(iii)
Canada
(iv)
Philanthropist
(v)
759 Square Victoria, Montréal (Québec), Canada H2Y 2J7
(vi)
None
(vii)
None
   
(i)
Paul Desmarais, Jr.
(ii)
Trustee
(iii)
Canada
(iv)
Chairman and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
André Desmarais
(ii)
Trustee
(iii)
Canada
(iv)
Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Michel Plessis-Bélair
(ii)
Trustee
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Guy Fortin
(ii)
Trustee
(iii)
Canada
(iv)
Vice Chairman, Corporation d’Investissements Sanpalo
(v)
759 Square Victoria, Montréal (Québec), Canada H2Y 2J7
(vi)
None
(vii)
None