0000909012-14-000155.txt : 20140228 0000909012-14-000155.hdr.sgml : 20140228 20140228160332 ACCESSION NUMBER: 0000909012-14-000155 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140228 DATE AS OF CHANGE: 20140228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER ENERGY RESOURCES, INC. CENTRAL INDEX KEY: 0000785968 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 621028629 STATE OF INCORPORATION: TN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85145 FILM NUMBER: 14655296 BUSINESS ADDRESS: STREET 1: 9721 COGDILL ROAD STREET 2: SUITE 302 CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: (865) 223-6575 MAIL ADDRESS: STREET 1: 9721 COGDILL ROAD STREET 2: SUITE 302 CITY: KNOXVILLE STATE: TN ZIP: 37932 FORMER COMPANY: FORMER CONFORMED NAME: MILLER PETROLEUM INC DATE OF NAME CHANGE: 19970115 FORMER COMPANY: FORMER CONFORMED NAME: TRIPLE CHIP SYSTEMS INC DATE OF NAME CHANGE: 19960724 FORMER COMPANY: FORMER CONFORMED NAME: SINGLE CHIP SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 19960313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: River Road Asset Management, LLC CENTRAL INDEX KEY: 0001341401 IRS NUMBER: 432076925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600 CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5023714100 MAIL ADDRESS: STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600 CITY: LOUISVILLE STATE: KY ZIP: 40202 SC 13D 1 t307355.txt MER =========================================================================== 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) (Amendment No. __) Miller Energy Resources, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 600527105 (CUSIP Number) Thomas D. Mueller Chief Operating Officer and Chief Compliance Officer 462 South Fourth Street, Suite 1600 Louisville, KY 40202 (502) 371-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 27, 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 X. (Continued on following pages) (Page 1 of 18 Pages) =========================================================================== --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS RIVER ROAD ASSET MANAGEMENT, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS OO --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE --------- ---------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 3,229,485 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------- ------ ------------------------------------------------- 8 SHARED VOTING POWER NONE ----------------------- ------ ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 4,078,405 ----------------------- ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE ----------------------- ------ ------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,078,405 --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA --------- ---------------------------------------------------------------------- -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION IOWA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------- ------ ------------------------------------------------- 8 SHARED VOTING POWER 3,229,485 ----------------------- ------ ------------------------------------------------- 9 SOLE DISPOSITIVE POWER NONE ----------------------- ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,078,405 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,078,405 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA INVESTORS HOLDINGS LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND AND WALES -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------- ------ ------------------------------------------------- 8 SHARED VOTING POWER 3,229,485 ----------------------- ------ ------------------------------------------------- 9 SOLE DISPOSITIVE POWER NONE ----------------------- ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,078,405 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,078,405 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA GROUP HOLDINGS LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND AND WALES -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------- ------ ------------------------------------------------- 8 SHARED VOTING POWER 3,229,485 ----------------------- ------ ------------------------------------------------- 9 SOLE DISPOSITIVE POWER NONE ----------------------- ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,078,405 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,078,405 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA PLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND AND WALES -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------- ------ ------------------------------------------------- 8 SHARED VOTING POWER 3,229,485 ----------------------- ------ ------------------------------------------------- 9 SOLE DISPOSITIVE POWER NONE ----------------------- ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,078,405 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,078,405 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement relates to shares of Common Stock, par value $0.0001 per share (the "Stock"), of Miller Energy Resources, Inc. (the "Issuer"). The principle executive office of the Issuer is located at the following address: Miller Energy Resources, Inc. 9721 Cogdill Road, Suite 302 Knoxville, TN 37932 ITEM 2. IDENTITY AND BACKGROUND The information regarding the persons filing this statement is as follows: (a) The name of the persons filing are: RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM"), AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. ("AINAH"), AVIVA INVESTORS HOLDINGS LIMITED ("AIHL"), AVIVA GROUP HOLDINGS LIMITED ("AGHL"), AND AVIVA PLC ("AVIVA") (COLLECTIVELY, THE "FILERS"). (b) The business address of the Filers is as follows: FOR RRAM: 462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202 FOR AINAH: 225 WEST WACKER, SUITE 1750, CHICAGO, IL 60606 FOR AIHL: NO. 1 POULTRY, LONDON EC2R 8EJ FOR AGHL AND AVIVA: AVIVA PLC, ST HELEN'S, 1 UNDERSHAFT, LONDON EC3P 3DQ (c) Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other in which such employment is conducted: RRAM IS A SECURITIES AND EXCHANGE COMMISSION REGISTERED INVESTMENT ADVISOR. AINAH, AIHL, AND AGHL ARE HOLDING COMPANIES. AVIVA IS A PUBLICLY TRADED COMPANY. AINAH IS 100% OWNER OF RRAM. AIHL IS 100% OWNER OF AINAH. AGHL IS 100% OWNER OF AIHL. AVIVA IS 100% OWNER OF AGHL. THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILERS ARE SET FORTH IN ANNEX A, WHICH IS INCORPORATED HEREIN BY REFERENCE. (d) During the last five years, none of the Filers, or the persons listed in Annex A, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filers, or the persons listed in Annex A, were 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. (f) Citizenship: RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE. AINAH IS ORGANIZED UNDER THE LAWS OF IOWA. AIHL, AGHL, AND AVIVA ARE ORGANIZED UNDER THE LAWS OF ENGLAND AND WALES. THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILERS WHO IS A NATURAL PERSON IS SET FORTH IN ANNEX A HERETO, WHICH IS INCORPORATED HEREIN BY REFERENCE. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of funds used in purchasing the Stock of the Issuer is RRAM client funds for which RRAM acts as investment advisor pursuant to an investment advisory agreement between each RRAM client and RRAM. The amount of funds used in purchasing the Stock of the Issuer is $22,111,802.72. ITEM 4. PURPOSE OF TRANSACTION The Stock was acquired for investment purposes in the ordinary course of business. As such, the Filers may purchase, hold, vote, trade, dispose, sell or otherwise deal the Stock for the benefit of their clients depending on changes in the per share price of the Stock, or related to changes in the Issuer's operations, management structure, business strategy, future acquisitions, growth prospects, liquidity, capital allocation, including use of leverage, or from the sale or merger of the Issuer. The Filers may discuss such matters, and specifically may discuss board of director nominees and may suggest potential board of director nominees, with the Issuer's management or directors, other shareholders, existing or potential strategic partners or competitors, investment and finance professionals, and other investors. Such analysis and discussions may result in the Filers materially modifying their ownership of the Stock. The Filers may also exchange information with the Issuer pursuant to confidentiality or similar agreements, propose changes in its operations, governance, capitalization, or propose one or more of the actions described in sections (a) through (j) of Item 4 of Schedule 13D, all in order to enhance shareholder value. The Filers do not intend to seek control of the Issuer or participate in the day-to-day management of the Issuer, and any Reporting Person that is registered as an investment company under the Investment Company Act of 1940, as amended, will participate in such a transaction only following receipt of an exemption from the Securities and Exchange Commission under Rule 17d-1 promulgated under the Investment Company Act of 1940, as amended, if required, and in accordance with other applicable law. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based on 44,524,779 shares of Common Stock of the Issuer outstanding as of December 2, 2013, the Filers, or the persons listed in Annex A, may be deemed to beneficially own 4,078,405, or 9.2%, of the Issuer's outstanding shares of Common Stock. (b) The Filers, or the persons listed in Annex A, have the sole power to vote or direct the vote of 3,229,485 shares of the Stock and to dispose or direct the disposition of 4,078,405 shares of the Stock that the Filers may be deemed to beneficially own. (c) The Filers effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filers during the sixty days prior to February 26, 2014 (date range: December 29, 2013 through February 26, 2014): (1) NAME (2) DATE (3) NUMBER OF (4) PRICE PER SHARE OF (5) HOW WHERE TRANSACTED SHARES OF RANSACTED - COMMON STOCK COMMON STOCK TSELL OR BUY RRAM 12/31/2013 13152 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 284 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 2796 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 3517 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 392 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 512 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 8242 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 13920 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 4622 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 15589 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 2320 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 1152 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 4597 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 213 7.12 Buy RRAM Principal Place of Business RRAM 12/31/2013 76 7.12 Buy RRAM Principal Place of Business RRAM 1/2/2014 160 6.74 Sell RRAM Principal Place of Business RRAM 1/2/2014 20 6.74 Sell RRAM Principal Place of Business RRAM 1/2/2014 10 6.74 Sell RRAM Principal Place of Business RRAM 1/2/2014 20 6.74 Sell RRAM Principal Place of Business RRAM 1/7/2014 1500 6.92 Sell RRAM Principal Place of Business RRAM 1/8/2014 180 6.93 Buy RRAM Principal Place of Business RRAM 1/8/2014 1100 6.94 Buy RRAM Principal Place of Business RRAM 1/17/2014 4500 7.49 Sell RRAM Principal Place of Business RRAM 1/24/2014 2593 7.73 Sell RRAM Principal Place of Business RRAM 1/24/2014 1217 7.73 Sell RRAM Principal Place of Business RRAM 1/31/2014 1320 7.80 Buy RRAM Principal Place of Business RRAM 2/4/2014 2050 7.18 Buy RRAM Principal Place of Business RRAM 2/6/2014 320 7.13 Buy RRAM Principal Place of Business RRAM 2/6/2014 90 7.16 Buy RRAM Principal Place of Business RRAM 2/6/2014 10000 6.94 Buy RRAM Principal Place of Business RRAM 2/10/2014 840 7.19 Buy RRAM Principal Place of Business RRAM 2/10/2014 6660 7.19 Buy RRAM Principal Place of Business RRAM 2/13/2014 5000 7.22 Sell RRAM Principal Place of Business RRAM 2/25/2014 240 6.74 Buy RRAM Principal Place of Business RRAM 2/25/2014 70 6.74 Buy RRAM Principal Place of Business RRAM 2/26/2014 940 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 2310 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 330 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 100 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 600 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 220 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 520 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 280 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 610 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 1150 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 520 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 490 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 30 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 350 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 610 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 240 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 1560 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 300 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 210 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 690 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 2480 6.46 Sell RRAM Principal Place of Business RRAM 2/26/2014 460 6.46 Sell RRAM Principal Place of Business The transactions noted above were purchases or sales of shares effected in the open market and the table includes commissions paid in per share prices. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER RRAM is the investment adviser to accounts of RRAM clients pursuant to investment advisory agreements between RRAM clients and RRAM. Each investment advisory agreement provides RRAM with the authority, among other things, to invest account funds in the Stock, to dispose of the Stock, and to file this statement on behalf of the account. Some, but not all, investment advisory agreements provide RRAM with the authority to vote for the Stock. The number of shares of Stock for which RRAM has sole voting power is reflected on RRAM's cover page. RRAM, AINAH, AIHL, AGHL, and Aviva entered into an Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G dated as of March 2, 2011 (the "Agreement"). Under the Agreement, RRAM was appointed agent and attorney-in-fact to prepare or cause to be prepared, sign, file with the Securities and Exchange Commission and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended. The Agreement will terminate in the event that a statement terminating the Agreement is filed with the Securities and Exchange Commission. The Agreement is attached as Exhibit 99.1. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G dated as of March 2, 2011. ANNEX A - The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filers. 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. February 28, 2014 RIVER ROAD ASSET MANAGEMENT, LLC, a Delaware limited liability company /s/ Thomas D. Mueller ----------------------- By: Thomas D. Mueller Chief Operating Officer and Chief Compliance Officer RIVER ROAD ASSET MANAGEMENT, LLC, a Delaware limited liability company AS POWER OF ATTORNEY FOR: /s/ AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC., an Iowa corporation /s/ AVIVA INVESTORS HOLDINGS LTD, a limited liability company organized under the laws of England and Wales /s/ AVIVA GROUP HOLDINGS LIMITED, a limited liability company organized under the laws of England and Wales /s/ AVIVA PLC, a public limited company organized under the laws of England and Wales /s/ Thomas D. Mueller by Power of Attorney, See Exhibit 99.1 By: Thomas D. Mueller Chief Operating Officer and Chief Compliance Officer Annex A The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filers are set forth in Exhibit A hereto, which is incorporated herein by reference. RIVER ROAD ASSET MANAGEMENT, LLC NAME BUSINESS BUSINESS ACTIVITY PRESENT PRINCIPAL OCCUPATION CITIZENSHIP ADDRESS OR EMPLOYMENT Shircliff, James C. 462 S. 4th Chief Investment Officer Chief Investment Officer United States Street Suite 1600 Louisville, KY 40202 Beck, R. Andrew 462 S. 4th President & CEO President & CEO United States Street Suite 1600 Louisville, KY 40202 Sanders III, Henry 462 S. 4th Executive Vice President Executive Vice President United States W. Street Suite 1600 Louisville, KY 40202 Cinnamond, Erik K. 822 North A1A Vice President Vice President United States Highway Ponte Vedra, FL 32082 Forsha, Thomas S. 462 S. 4th Co-Chief Investment Co-Chief Investment Officer United States Street Officer Suite 1600 Louisville, KY 40202 Deuser, Greg E. 462 S. 4th Chief Risk Officer Chief Risk Officer United States Street Suite 1600 Louisville, KY 40202 Brown, J. Alex 462 S. 4th Director of Research Director of Research United States Street Suite 1600 Louisville, KY 40202 Mueller, 462 S. 4th Chief Compliance Officer Chief Compliance Officer and United States Thomas D. Street and Chief Operating Chief Operating Officer Suite 1600 Officer Louisville, KY 40202 Fiorito, 462 S. 4th Director of Trading Director of Trading United States Christopher K. Street Suite 1600 Louisville, KY 40202 Robbins, L. Michele 462 S. 4th Vice President of Client Vice President of Client & United States Street & Consultant Relations Consultant Relations Suite 1600 Louisville, KY 40202 O'Leary, Katrina H. 462 S. 4th Vice President of Client Vice President of Client & United States Street & Consultant Relations Consultant Relations Suite 1600 Louisville, KY 40202 Burnett, Shannon M. 462 S. 4th Director of Client Director of Client Services United States Street Services Suite 1600 Louisville, KY 40202 Snyder, Meagan N. 462 S. 4th Director of Compliance Director of Compliance United States Street Suite 1600 Louisville, KY 40202 Wainwright, Robert 462 S. 4th Director of Business Director of Business Strategy United Kingdom W. Street Strategy Development Development Suite 1600 Louisville, KY 40202 Whitney B. Conn 462 S. 4th Director of Operations Director of Operations United States Street Suite 1600 Louisville, KY 40202 AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. NAME BUSINESS BUSINESS ACTIVITY PRESENT PRINCIPAL OCCUPATION CITIZENSHIP ADDRESS OR EMPLOYMENT O'Brien, Patrick 225 West Director and Officer Director and Officer United States Wacker Suite 1750 Chicago, IL 60606 Preseau, Chuck G. 225 West Director and Officer Director and Officer United States Wacker Suite 1750 Chicago, IL 60606 Purkalitis, Andra 225 West Director and Officer Director and Officer United States C. Wacker Suite 1750 Chicago, IL 60606 Neville, Patrick No. 1 Poultry Director Director and Officer United Kingdom London EC2R 8EJ AVIVA INVESTORS HOLDINGS LIMITED NAME BUSINESS BUSINESS ACTIVITY PRESENT PRINCIPAL OCCUPATION CITIZENSHIP ADDRESS OR EMPLOYMENT Misselbrook, John No.1 Poultry, Non-executive director Non-executive director and United Kingdom Chairman, Aviva Investors Holdings Limited London EC2R 8EJ Kyprianou, Robert No.1 Poultry, Independent Non-executive director, Aviva United Kingdom Anastassis non-executive director Investors Holdings Limited London EC2R 8EJ Wolstenholme, No.1 Poultry, Independent Non-executive director, Aviva United Kingdom Manjit non-executive director Investors Holdings Limited London EC2R 8EJ Regan, Patrick St Helen's, Director Chief Financial Officer, United Kingdom Charles Aviva plc 1 Undershaft, London EC3P 3DQ Windsor, Jason St Helen's, Director Chief Strategy and United Kingdom Michael Development Officer, Aviva plc 1 Undershaft, London EC3P 3DQ Munro, Euan No.1 Poultry, Director and Executive Chief Executive Officer, United Kingdom Aviva Investors London EC2R 8EJ Neville, Patrick No.1 Poultry, Director and Executive Chief Financial Officer, United Kingdom John Aviva Investors London EC2R 8EJ Boulier, 26-28 Rue de Executive Chief Investment Officer, France Jean-Francois la Pepiniere Fixed Income, Aviva Investors Paris 75008, France Callaghan, Ruth No.1 Poultry, Executive Chief Human Resources United Kingdom Caroline Officer, Aviva Investors London EC2R 8EJ Davis, Ian Frank No.1 Poultry, Executive Chief Operating Officer, United Kingdom Davis Aviva Investors London EC2R 8EJ Field, Richard No.1 Poultry, Executive Chief Risk Officer, Aviva United Kingdom Julian Investors London EC2R 8EJ Hibbert, No.1 Poultry, Executive Transformation Director, United Kingdom Christopher James Aviva Investors London EC2R 8EJ O'Brien, Patrick 225 West Executive Country Manager-Americas and USA Joseph Wacker Asia Pacific, Aviva Investors Suite 1750 Chicago, IL 60606 Potter, Edward No.1 Poultry, Executive Director of Global Business USA Eliphalet Development, Aviva Investors London EC2R 8EJ Womack, Ian Bryan No.1 Poultry, Executive Chief Executive-Global Real United Kingdom Estate, Aviva Investors London EC2R 8EJ AVIVA GROUP HOLDINGS LIMITED NAME BUSINESS BUSINESS ACTIVITY PRESENT PRINCIPAL OCCUPATION CITIZENSHIP ADDRESS OR EMPLOYMENT Lister, John Robert St Helen's, Director Group Chief Risk & Capital United Kingdom Officer 1 Undershaft, London EC3P 3DQ Regan, Patrick St Helen's, Director Group Chief Financial Officer United Kingdom Charles 1 Undershaft, London EC3P 3DQ Wilson, Mark Andrew St Helen's Director Group Chief Executive Officer New Zealand 1 Undershaft, London EC3P 3DQ AVIVA PLC NAME BUSINESS BUSINESS ACTIVITY PRESENT PRINCIPAL OCCUPATION CITIZENSHIP ADDRESS OR EMPLOYMENT Barker, Glyn St Helen's, Non exec. Director Non exec. Director United Kingdom 1 Undershaft, London EC3P 3DQ Cross, Patricia St Helen's, Non exec. Director Non exec. Director Australia Anne 1 Undershaft, London EC3P 3DQ Hawker, Michael St Helen's, Non exec. Director Non exec. Director Australia John 1 Undershaft, London EC3P 3DQ Huey Evans, Gay St Helen's, Non exec. Director Non exec. Director United States/United Kingdom 1 Undershaft, London EC3P 3DQ McFarlane, John St Helen's, Non exec. Chairman Non exec. Chairman United Kingdom/Australia 1 Undershaft, London EC3P 3DQ Mire, Michael St Helen's, Non exec. Director Non exec. Director United Kingdom 1 Undershaft, London EC3P 3DQ Montague, Adrian St Helen's, Senior Independent Senior Independent Director United Kingdom Alastair Director 1 Undershaft, London EC3P 3DQ Regan, Patrick St Helen's, Executive Director Group Chief Financial Officer United Kingdom Charles 1 Undershaft, London EC3P 3DQ Stein, Robert St Helen's, Non exec. Director Non exec. Director United States William 1 Undershaft, London EC3P 3DQ Wheway, Jonathan St Helen's, Non exec. Director Non exec. Director United Kingdom Scott 1 Undershaft, London EC3P 3DQ Wilson, Mark Andrew St Helen's, Director Group Chief Executive Officer New Zealand 1 Undershaft, London EC3P 3DQ Amin, Nitinbhai St Helen's, Executive Committee Group Transformation Director United Kingdom Babubhai Maganbhai Member 1 Undershaft, London EC3P 3DQ Barral, David St Helen's, Executive Committee Chief executive officer, United Kingdom Member Aviva UK & Ireland Life Insurance 1 Undershaft, London EC3P 3DQ Boyle, Paul St Helen's, Executive Committee Chief Audit Officer United Kingdom Member 1 Undershaft, London EC3P 3DQ Cooper, Kirstine St Helen's, Executive Committee Group General Counsel & United Kingdom Ann Member Company Secretary 1 Undershaft, London EC3P 3DQ Deputy, Christine St Helen's, Executive Committee Group HR Director United States Member 1 Undershaft, London EC3P 3DQ Lister, John Robert St Helen's, Executive Committee Group Chief Risk & Capital United Kingdom Member Officer 1 Undershaft, London EC3P 3DQ Mackenzie, Amanda St Helen's, Executive Committee Chief marketing and United Kingdom Felicity Member communications officer 1 Undershaft, London EC3P 3DQ McMillan, David St Helen's, Executive Committee Chief Executive Officer, United Kingdom John Ramsay Member Aviva Europe 1 Undershaft, London EC3P 3DQ Munro, Euan George 1 Poultry, Executive Committee Chief executive officer, United Kingdom Member Aviva Investors London, EC2R 8EJ Seng, Khor Hock 4 Shenton Way, Executive Committee Chief Executive Officer, Malaysia Member Aviva Asia #26-01, SGX Centre 2 Singapore 068807 Singapore Tulloch, Maurice 8 Surrey Executive Committee Chief executive officer, Canada Ewen Street, Member Aviva UK & Ireland General Insurance Norwich, Norfolk NR1 3NG Windsor, Jason St Helen's, Executive Committee Chief strategy & development United Kingdom Member officer 1 Undershaft, London EC3P 3DQ EX-99.1 2 exh99-1.txt Exhibit 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint River Road Asset Management, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. Dated: March 2, 2011 RIVER ROAD ASSET MANAGEMENT, LLC By: /s/ Thomas D. Mueller --------------------- By: Thomas D. Mueller Title: Chief Operations Officer and Chief Compliance Officer AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. /s/ Charles G. Preseau ----------------------- By: Charles G. Preseau AVIVA INVESTORS HOLDINGS LTD /s/ SG Boylan -------------- By: SG Boylan AVIVA GROUP HOLDINGS LIMITED /s/ Michael Anscombe ---------------------- By: Michael Anscombe AVIVA PLC /s/ Michael Anscombe --------------------- By: Michael Anscombe