-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qs1MxNSHoAUmb4hqf4vVQX5FYckiPXD7QxtlqtELtukJN+18eXoVeMm/fDa/4/0p Bk6pILG/8Tr+RqQ0MJJv8Q== 0000899140-08-001360.txt : 20080626 0000899140-08-001360.hdr.sgml : 20080626 20080626163649 ACCESSION NUMBER: 0000899140-08-001360 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080626 DATE AS OF CHANGE: 20080626 GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGUIRE PROPERTIES INC CENTRAL INDEX KEY: 0001204560 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953581408 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79154 FILM NUMBER: 08919739 BUSINESS ADDRESS: STREET 1: 355 SOUTH GRAND AVENUE STREET 2: SUITE 3300 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-686-3300 MAIL ADDRESS: STREET 1: 355 SOUTH GRAND AVENUE STREET 2: SUITE 3300 CITY: LOS ANGELES STATE: CA ZIP: 90071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 m4347861b.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934* Maguire Properties, Inc. --------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------------------------------------- (Title of Class of Securities) 559775101 --------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 390 Park Avenue New York, NY 10022 (212) 224-7400 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 June 26, 2008 --------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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). SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 559775101 Page 2 of 10 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,225,000* OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,225,000* - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,225,000* - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%* - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- * See Item 5 SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 559775101 Page 3 of 10 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,225,000* OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,225,000* - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,225,000* - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%* - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- * See Item 5 SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 559775101 Page 4 of 10 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Offshore Fund, Ltd. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,382,200* OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,382,200* - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,382,200* - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%* - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- * See Item 5 This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends the Schedule 13D filed on April 1, 2008 (as amended by Amendment No. 1 thereto filed on May 21, 2008, Amendment No. 2 thereto filed on May 23, 2008 and this Amendment No. 3, the "Schedule 13D") and is being filed on behalf of Third Point LLC, a Delaware limited liability company (the "Management Company"), Daniel S. Loeb, an individual ("Mr. Loeb"), and Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (the "Offshore Fund", and together with the Management Company and Mr. Loeb, the "Reporting Persons"). This Amendment No. 3 relates to the common stock, par value $0.01 per share (the "Common Stock"), of Maguire Properties, Inc., a Maryland corporation (the "Company"). The Management Company is the investment manager or adviser to a variety of funds and managed accounts (such funds and accounts, including the Offshore Fund, the "Funds"). The Funds directly own the Common Stock to which this Schedule 13D relates, and Mr. Loeb and the Management Company may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended by adding the following thereto: (a) The Offshore Fund is organized as a limited liability exempted company under the laws of the Cayman Islands. (b) The address of the principal business and principal office of the Offshore Fund is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies. (c) The principal business of the Offshore Fund is to invest and trade in securities. (d) Neither the Offshore Fund nor, to the best of its knowledge, any of its directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Offshore Fund nor, to the best of its knowledge, any of its directors, executive officers, general partners or members has, during the last five years, 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, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is hereby amended and restated as follows: - 5 - The Funds expended an aggregate of approximately $89,248,170 of their own investment capital to acquire the 4,225,000 shares of Common Stock held by them. The Offshore Fund expended an aggregate of approximately $51,931,000 of its own investment capital to acquire its 2,382,200 shares of Common Stock. The Funds effect purchases of securities primarily through margin accounts maintained for them with Bear, Stearns Securities Corp., Goldman, Sachs & Co., Citigroup Global Markets, Inc. and UBS Securities LLC, which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firms' credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) As of the date of this Schedule 13D, the Management Company and Mr. Loeb beneficially own 4,225,000 shares of Common Stock (the "Shares"). The Shares represent 8.8% of the 47,980,393 shares of Common Stock outstanding as of May 9, 2008, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008. The percentages used herein and in the rest of this statement are calculated based upon such number of outstanding shares. As of the date of this Schedule 13D, the Offshore Fund directly beneficially owns 2,382,200 shares of Common Stock, representing 5.0% of the outstanding shares of Common Stock. None of the other individual Funds owns a number of shares of Common Stock representing more than five percent of such total. (b) The Management Company and Mr. Loeb share voting and dispositive power over the 4,225,000 shares of Common Stock held directly by the Funds. The Management Company, Mr. Loeb and the Offshore Fund share voting power and dispositive power over the 2,382,200 shares of Common Stock directly beneficially owned by the Offshore Fund. (c) Schedule A hereto sets forth certain information with respect to transactions by the Funds (at the direction of the Management Company and Mr. Loeb) in Common Stock since the most recent filing on Schedule 13D. Schedule B hereto sets forth certain information with respect to transactions during the past 60 days by the Offshore Fund (at the direction of the Management Company and Mr. Loeb) in Common Stock. All of the transactions set forth on Schedules A and B were effected in open market transactions on the New York Stock Exchange. Other than as set forth on Schedule A, since the most recent filing on Schedule 13D there were no transactions in the Common Stock effected by the Management Company and Mr. Loeb nor, to the best of their knowledge, any of their directors, executive officers, general partners or members. Other than as set forth on Schedule B, during the past 60 days there were no transactions in the Common Stock effected by the Offshore Fund nor, to the best of its knowledge, any of its directors, executive officers, general partners or members. (d) Other than the Funds which directly hold the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. - 6 - (e) Not applicable. The Offshore Fund is a party to certain cash-settled swap agreements, as more fully described in Item 6 below, which entitle it to the economic benefits, and subject it to the economic risks, of owning the Common Stock but do not confer beneficial ownership over either the notional shares of Common Stock used as the reference asset or any shares or other securities that may be acquired or held by the swap counterparty, in its sole discretion, in order to hedge its risk with respect to the swap agreements. Accordingly, the number of shares of Common Stock stated as beneficially owned by the Reporting Persons in this Schedule 13D does not include any ownership as a result of such swap agreements. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended by adding the following thereto: Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an amended and restated agreement with respect to the joint filing of this statement, and any amendment or amendments hereto. On June 19, 20 and 23, 2008, the Funds entered into standardized, cash-settled swap agreements with UBS Securities LLC, as counterparty, for which the Common Stock is the reference security. These agreements cover, respectively, 27,800, 122,200 and 125,000 notional shares and use reference prices of $12.404, $12.405 and $12.367, respectively. Under each swap agreement, the Funds have taken the "long" side of the swap and therefore are entitled to the economic benefits, and are subject to the economic risks, of owning the Common Stock, but have no rights, powers, agreements, arrangements or understandings with respect to any shares of Common Stock as a result of those agreements. Neither the Management Company, Mr. Loeb nor any of the Funds is the beneficial owner of any shares of Common Stock as a result of the swap agreements described above, and, accordingly, the number of shares of Common Stock stated as beneficially owned by the Reporting Persons in this Schedule 13D does not include any ownership as a result of such swap agreements. The swap agreements terminate on June 23, 2011, June 23, 2011 and June 28, 2011, respectively, or upon the written notice of either party. Item 7. Material to be Filed as Exhibits 99.3. Amended and Restated Joint Filing Agreement, dated as of June 26, 2008, by and between the Reporting Persons. 99.4. Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song, Joshua L. Targoff and Bruce Wilson, dated June 12, 2008. [Signatures on following page] - 7 - SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 26, 2008 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13D WITH RESPECT TO MAGUIRE PROPERTIES, INC.] Schedule A ---------- (Transactions by the Funds in Common Stock since the most recent filing on Schedule 13D) Date Transaction Shares Price Per Share($) ---- ----------- ------ ------------------ - ---------------- ------------------- --------------- --------------------------- 6/17/08 BUY 50,000 12.632 - ---------------- ------------------- --------------- --------------------------- 6/17/08 BUY 50,000 12.607 - ---------------- ------------------- --------------- --------------------------- 6/19/08 BUY 50,000 12.250 - ---------------- ------------------- --------------- --------------------------- 6/19/08 BUY 25,000 12.443 - ---------------- ------------------- --------------- --------------------------- Schedule B ---------- (Transactions by the Offshore Fund in Common Stock during the past 60 days) Date Transaction Shares Price Per Share($) ---- ----------- ------ ------------------ - ---------------- ------------------- --------------- --------------------------- 5/05/08 BUY 40,000 16.896 - ---------------- ------------------- --------------- --------------------------- 5/05/08 BUY 29,300 16.839 - ---------------- ------------------- --------------- --------------------------- 5/05/08 BUY 19,500 16.856 - ---------------- ------------------- --------------- --------------------------- 5/19/08 BUY 32,700 15.383 - ---------------- ------------------- --------------- --------------------------- 5/19/08 BUY 16,300 15.096 - ---------------- ------------------- --------------- --------------------------- EX-99.3 3 m4347861c.txt AMENDED AND RESTATED JOINT FILING AGREEMENT Exhibit 99.3 AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) --------------------------------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. This Amended and Restated Joint Filing Agreement amends and restates in its entirety that certain Joint Filing Agreement, dated as of April 1, 2008, originally filed with the Original 13D. Dated: June 26, 2008 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact [AMENDED AND RESTATED JOINT FILING AGREEMENT FOR SCHEDULE 13D WITH RESPECT TO MAGUIRE PROPERTIES, INC.] EX-99.4 4 m4347861d.txt POWER OF ATTORNEY Exhibit 99.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint JAMES P. GALLAGHER, WILLIAM SONG, JOSHUA L. TARGOFF and BRUCE WILSON and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of each of the undersigned any statements, reports or filings with respect to the undersigned (whether such filing includes one or more or all of the undersigned) necessary or advisable in connection with any disclosure requirement promulgated under the federal or state securities laws of the United States or any other applicable regulatory body, including, without limitation, the Company's compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including, without limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 and Form 13F and any forms or statements required to be submitted in connection with any electronic filing), and any and all amendments to such statements, reports and filings, and any disclosure requirement promulgated under the securities laws or any similar laws or regulations of any jurisdiction whether inside or outside of the United States, and all amendments to such statements, reports and filings, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission or any other applicable regulatory body, said attorneys and agents having full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of June 12, 2008. /s/ Daniel S. Loeb --------------------------------------------- Daniel S. Loeb THIRD POINT LLC By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Director [Additional signatures on following page] THIRD POINT PARTNERS LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT PARTNERS QUALIFIED LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT ULTRA LTD. By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer LYXOR/THIRD POINT FUND LIMITED By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer [Signatures to Power of Attorney] -----END PRIVACY-ENHANCED MESSAGE-----