1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott Associates, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
842,048 (1)
|
|
8.
|
SHARED VOTING POWER
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
842,048 (1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
842,048 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
2.3%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Excludes cash-settled swaps disclosed in Item 5 representing economic exposure comparable to 954,904 additional shares of Common Stock (as defined below), which if aggregated with such beneficially owned shares, represent an aggregate economic interest in 1,796,952 shares representing of 4.9% of the outstanding shares.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott International, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands, British West Indies
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,789,352 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,789,352 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,789,352 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.9%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Excludes cash-settled swaps disclosed in Item 5 representing economic exposure comparable to 2,029,168 additional shares of Common Stock (as defined below), which if aggregated with such beneficially owned shares, represent an aggregate economic interest in 3,818,520 shares representing of 10.4% of the outstanding shares.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott International Capital Advisors Inc.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,789,35 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,789,352 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,789,352 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.9%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
(1)
|
Excludes cash-settled swaps disclosed in Item 5 representing economic exposure comparable to 2,029,168 additional shares of Common Stock (as defined below), which if aggregated with such beneficially owned shares, represent an aggregate economic interest in 3,818,520 shares representing of 10.4% of the outstanding shares.
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
NAME
|
ADDRESS
|
OCCUPATION
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
|
Braxton Associates, Inc.
|
40 West 57th St.
New York, New York 10019
|
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
|
Elliott Asset Management LLC
|
40 West 57th St.
New York, New York 10019
|
General Partner of Capital Advisors
|
NAME
|
ADDRESS
|
OCCUPATION
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors and President of EICA
|
NAME
|
ADDRESS
|
OCCUPATION
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
|
Braxton Associates, Inc.
|
40 West 57th St.
New York, New York 10019
|
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
|
Elliott Asset Management LLC
|
40 West 57th St.
New York, New York 10019
|
General Partner of Capital Advisors
|
NAME
|
ADDRESS
|
OCCUPATION
|
Hambledon, Inc.
|
c/o Maples & Calder
P.O. Box 309
Ugland House
South Church Street George Town, Cayman Islands
British West Indies
|
General partner of Elliott International
|
NAME
|
ADDRESS
|
OCCUPATION
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP
|
NAME
|
ADDRESS
|
OCCUPATION
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Elliott Working Capital
|
The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $26,900,831. The aggregate purchase price of the cash settled swaps owned by Elliott is approximately $31,595,366.
|
|
Elliott International Working Capital
|
The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $57,164,264. The aggregate purchase price of the cash settled swaps owned by Elliott is approximately $67,140,059.
|
Item 4. |
Purpose of Transaction.
|
ITEM 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
ELLIOTT ASSOCIATES, L.P.
|
|||
By: Elliott Capital Advisors, L.P., as General Partner
|
|||
By: Braxton Associates, Inc., as General Partner
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
|||
ELLIOTT INTERNATIONAL, L.P.
|
|||
By: Elliott International Capital Advisors Inc.,
|
|||
as Attorney-in-Fact
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
|||
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
ELLIOTT ASSOCIATES, L.P.
|
|||
By: Elliott Capital Advisors, L.P., as General Partner
|
|||
By: Braxton Associates, Inc., as General Partner
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
|||
ELLIOTT INTERNATIONAL, L.P.
|
|||
By: Elliott International Capital Advisors Inc.,
|
|||
as Attorney-in-Fact
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
|||
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
Date
|
Security
|
Amount of Shs.
Bought / (Sold)
|
Approx. price ($) per Share
|
05/5/2017
|
Common Stock
|
64,000
|
35.2052
|
05/5/2017
|
Common Stock
|
10,048
|
34.4750
|
05/4/2017
|
Common Stock
|
65,725
|
33.0793
|
05/3/2017
|
Common Stock
|
41,680
|
32.1596
|
05/1/2017
|
Common Stock
|
64,000
|
30.8873
|
04/28/2017
|
Common Stock
|
220,919
|
31.1861
|
04/28/2017
|
Common Stock
|
304,000
|
31.0849
|
04/17/2017
|
Common Stock
|
8,000
|
33.9500
|
04/13/2017
|
Common Stock
|
8,000
|
33.9298
|
04/12/2017
|
Common Stock
|
8,000
|
33.7715
|
04/11/2017
|
Common Stock
|
11,200
|
33.9865
|
04/10/2017
|
Common Stock
|
4,800
|
34.4718
|
04/7/2017
|
Common Stock
|
1,056
|
34.4439
|
04/6/2017
|
Common Stock
|
3,420
|
34.0959
|
04/5/2017
|
Common Stock
|
11,200
|
34.7795
|
04/4/2017
|
Common Stock
|
8,000
|
34.9434
|
04/3/2017
|
Common Stock
|
8,000
|
35.5088
|
03/22/2017
|
Common Stock
|
(58,230)
|
35.0499
|
03/21/2017
|
Common Stock
|
(48,000)
|
35.7976
|
03/20/2017
|
Common Stock
|
(48,000)
|
36.2732
|
03/17/2017
|
Common Stock
|
(48,000)
|
36.3039
|
03/16/2017
|
Common Stock
|
(3,632)
|
35.7941
|
03/14/2017
|
Common Stock
|
(32,000)
|
34.0706
|
03/10/2017
|
Common Stock
|
26,483
|
33.3424
|
Date
|
Security
|
Amount of Shs.
Bought / (Sold)
|
Approx. price ($) per Share
|
03/16/17
|
Common Stock
|
(44,368)
|
35.7941
|
03/15/17
|
Common Stock
|
(48,000)
|
34.5457
|
03/14/17
|
Common Stock
|
1,088
|
34.3118
|
03/13/17
|
Common Stock
|
26,000
|
34.2536
|
03/10/17
|
Common Stock
|
16,000
|
33.4018
|
03/09/17
|
Common Stock
|
48,000
|
32.8522
|
Date
|
Security
|
Amount of Shs.
Bought/(Sold)
|
Approx. price ($) per Share
|
|||
05/5/2017
|
Common Stock
|
136,000
|
35.2052
|
|||
05/5/2017
|
Common Stock
|
21,352
|
34.4750
|
|||
05/4/2017
|
Common Stock
|
139,666
|
33.0793
|
|||
05/03/17
|
Common Stock
|
88,570
|
32.1596
|
|||
05/01/17
|
Common Stock
|
136,000
|
30.8873
|
|||
04/28/17
|
Common Stock
|
646,000
|
31.0849
|
|||
04/28/17
|
Common Stock
|
469,453
|
31.1861
|
|||
04/17/17
|
Common Stock
|
17,000
|
33.9500
|
|||
04/13/17
|
Common Stock
|
17,000
|
33.9298
|
|||
04/12/17
|
Common Stock
|
17,000
|
33.7715
|
|||
04/11/17
|
Common Stock
|
23,800
|
33.9865
|
|||
04/10/17
|
Common Stock
|
10,200
|
34.4718
|
|||
04/07/17
|
Common Stock
|
2,244
|
34.4439
|
|||
04/06/17
|
Common Stock
|
7,267
|
34.0959
|
|||
04/05/17
|
Common Stock
|
23,800
|
34.7795
|
|||
04/04/17
|
Common Stock
|
17,000
|
34.9434
|
|||
04/03/17
|
Common Stock
|
17,000
|
35.5088
|
|||
03/22/17
|
Common Stock
|
(123,736)
|
35.0499
|
|||
03/21/17
|
Common Stock
|
(102,000)
|
35.7976
|
|||
03/20/17
|
Common Stock
|
(102,000)
|
36.2732
|
|||
03/17/17
|
Common Stock
|
(102,000)
|
36.3039
|
|||
03/16/17
|
Common Stock
|
(94,282)
|
35.7941
|
|||
03/16/17
|
Common Stock
|
(7,718)
|
35.7941
|
|||
03/15/17
|
Common Stock
|
(102,000)
|
34.5457
|
|||
03/14/17
|
Common Stock
|
2,312
|
34.3118
|
|||
03/14/17
|
Common Stock
|
(68,000)
|
34.0706
|
|||
03/13/17
|
Common Stock
|
55,250
|
34.2536
|
|||
03/10/17
|
Common Stock
|
34,000
|
33.4018
|
|||
03/10/17
|
Common Stock
|
56,276
|
33.3424
|
|||
03/09/17
|
Common Stock
|
102,000
|
32.8522
|