California Resources Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
13057Q107
|
(CUSIP Number)
|
C. Park Shaper
Seis Holdings LLC
510 Bering Drive, Suite 220
Houston, Texas 77057
(713) 975-7400
Eric W. Mandelblatt
Soroban Capital Partners LP
444 Madison Avenue, 21st Floor
New York, New York 10022
(212) 314-1300
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
January 21, 2015
|
(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 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 § 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).
|
CUSIP No.
|
13057Q107
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Seis Holdings LLC
|
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
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
4,000,000
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
4,000,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
38,469,999
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN SHARES*
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.98%
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
||
CUSIP No.
|
13057Q107
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
C. Park Shaper
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) [X]
|
||
(b) [_]
|
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)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States of America
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
4,000,000
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
4,000,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
38,469,999
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN SHARES*
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.98%
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No.
|
13057Q107
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Soroban Capital Partners LP
|
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
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
34,469,999
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
34,469,999
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
38,469,999
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN SHARES*
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.98%
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO, IA
|
||
CUSIP No.
|
13057Q107
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Soroban Master Fund LP
|
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
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
26,847,532
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
26,847,532
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
38,469,999
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN SHARES*
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.98%
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
||
CUSIP No.
|
13057Q107
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Soroban Capital GP LLC
|
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
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
34,469,999
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
34,469,999
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
38,469,999
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN SHARES*
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.98%
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
||
CUSIP No.
|
13057Q107
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Soroban Capital Partners GP LLC
|
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
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
34,469,999
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
34,469,999
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
38,469,999
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN SHARES*
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.98%
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
||
CUSIP No.
|
13057Q107
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Eric W. Mandelblatt
|
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
|
|
United States of America
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
34,469,999
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
34,469,999
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
38,469,999
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN SHARES*
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.98%
|
14.
|
TYPE OF REPORTING PERSON
|
|
HC, IN
|
||
CUSIP No.
|
13057Q107
|
||
Item 1.
|
Security and Issuer.
|
The name of the issuer is California Resources Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 10889 Wilshire Boulevard, Los Angeles, California 90024, United States of America. This Schedule 13D relates to the Issuer's Common Stock, par value $0.01 per share (the "Shares").
|
Item 2.
|
Identity and Background.
|
(a)-(c), (f)
|
This Schedule 13D is filed jointly by the following persons (collectively, the "Reporting Persons"):
(i) Seis Holdings LLC ("Seis") and C. Park Shaper ("Mr. Shaper" and together with Seis, the "Seis Persons"). This statement relates to Shares held for the account of Seis, a private company principally engaged in the business of investment for its own account. The business address of each of the Seis Persons is 510 Bering Drive, Suite 220, Houston, Texas 77057. The present principal occupation of Mr. Shaper is Chief Executive Officer of Seis, and in such capacity, Mr. Shaper controls Seis.
(ii) Soroban Master Fund LP ("SMF Fund"), Soroban Capital GP LLC ("SCGP LLC"), Soroban Capital Partners LP ("SCP LP"), Soroban Capital Partners GP LLC ("SCPGP LLC") and Eric W. Mandelblatt ("Mr. Mandelblatt" and collectively, the "Soroban Persons"). This statement relates to Shares held for the account of SMF Fund and another fund ("Other Soroban Fund"), each a private investment fund for which SCP LP acts as investment manager. SCGP LLC is the general partner of each of SMF Fund and the Other Soroban Fund and is controlled by Mr. Mandelblatt through his role as Managing Partner of SCGP LLC. SCP LP is controlled by Mr. Mandelblatt through his role as Managing Partner of SCPGP LLC, the general partner of SCP LP. The principal business address of SMF Fund is Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands and the principal business address of SCGP LLC, SCP LP, SCPGP LLC and Mr. Mandelblatt is 444 Madison Avenue, 21st Floor, New York, New York 10022. A joint filing agreement of the Seis Persons and the Soroban Persons is attached hereto as Exhibit A.
|
(d) and (e)
|
During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
Information contained herein concerning each Seis Person has been provided by each such person and the Soroban Persons assume no responsibility for such information. Information contained herein concerning each Soroban Person has been provided by each such Soroban Person and the Seis Persons assume no responsibility for such information.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons have acquired the Issuer's Shares for investment purposes, and such purchases have been made in the Reporting Persons' ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Shares at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Shares, changes in the Issuer's operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of Shares, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Shares or dispose of all the Shares beneficially owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)-(c)
|
The Seis Persons may be deemed to be the beneficial owner of 4,000,000 Shares, which represent approximately 1.04% of the Issuer's outstanding Shares. Each of the Seis Persons may be deemed to have shared power to vote and dispose of such Shares.
SCP LP, SCGP LLC, SCPGP LLC and Mr. Mandelblatt each may be deemed to be the beneficial owner of 34,469,999 Shares, which represent approximately 8.94% of the Issuer's outstanding Shares. Each of SCP LP, SCGP LLC, SCPGP LLC and Mr. Mandelblatt may be deemed to have shared power to vote and dispose of such Shares.
SMF Fund may be deemed to be the beneficial owner of 26,847,532 Shares, which represent approximately 6.96% of the Issuer's outstanding Shares. SMF Fund may be deemed to have shared power to vote and dispose of such Shares.
The aggregate Shares reported as beneficially owned by the Reporting Persons is 38,469,999, which collectively represent approximately 9.98% of the Issuer's outstanding Shares.
The percentages calculated in the immediately foregoing paragraph and in the paragraphs above are calculated based on a total of 385,600,000 Shares outstanding as of January 13, 2015 as reported in a discussion with the Issuer.
The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D except to the extent expressly noted herein.
The trading date, number of Shares purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the Reporting Person are set forth in Exhibit B.
The limited partners of (or investors in) each of the private investment funds for which SCP LP or its affiliates acts as general partner, managing member and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests, limited liability company interests or investment percentages in their respective funds.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect
|
|
to Securities of the Issuer.
|
On January 30, 2015, Seis Holdings LLC and Soroban Capital Partners LP entered into a cooperation agreement ("Cooperation Agreement") which is meant to provide a framework under which the Reporting Persons may engage with one another in a mutually beneficial dialogue with regard to the their respective views of the Issuer. The Cooperation Agreement is attached hereto as Exhibit C.
|
Item 7.
|
Material to be Filed as Exhibits.
|
A. Joint Filing Agreement
B. The trading date, number of Shares purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons.
C. Cooperation Agreement
|
February 2, 2015
|
|
(Date)
|
Seis Holdings LLC
|
||||
By:
|
/s/ C. Park Shaper
|
|||
C. Park Shaper, Chief Executive Officer
|
C. Park Shaper
|
||||
/s/ C. Park Shaper
|
Soroban Master Fund LP
|
||||
By:
|
Soroban Capital GP LLC, its general partner
|
|||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Soroban Capital GP LLC
|
||||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Soroban Capital Partners LP
|
||||
By:
|
Soroban Capital Partners GP LLC, its general partner
|
|||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Soroban Capital Partners GP LLC
|
||||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Eric W. Mandelblatt
|
||||
/s/ Eric W. Mandelblatt
|
|
February 2, 2015
|
||
|
(Date)
|
Seis Holdings LLC
|
||||
By:
|
/s/ C. Park Shaper
|
|||
C. Park Shaper, Chief Executive Officer
|
C. Park Shaper
|
||||
/s/ C. Park Shaper
|
Soroban Master Fund LP
|
||||
By:
|
Soroban Capital GP LLC, its general partner
|
|||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Soroban Capital GP LLC
|
||||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Soroban Capital Partners LP
|
||||
By:
|
Soroban Capital Partners GP LLC, its general partner
|
|||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Soroban Capital Partners GP LLC
|
||||
By:
|
/s/ Eric W. Mandelblatt
|
|||
Eric W. Mandelblatt, Managing Partner
|
||||
Eric W. Mandelblatt
|
||||
/s/ Eric W. Mandelblatt
|
Date of Transaction
|
Title of Class
|
Number of
Shares Acquired
|
Number of
Shares Disposed
|
Price Per Share
|
|
1/20/2015
|
Common Stock, par value $0.01 per share
|
250,000
|
0
|
$4.18
|
|
1/21/2015
|
Common Stock, par value $0.01 per share
|
250,000
|
0
|
$4.15
|
|
1/22/2015
|
Common Stock, par value $0.01 per share
|
250,000
|
0
|
$4.04
|
|
1/23/2015
|
Common Stock, par value $0.01 per share
|
250,000
|
0
|
$3.99
|
|
1/26/2015
|
Common Stock, par value $0.01 per share
|
400,000
|
0
|
$4.26
|
|
1/27/2015
|
Common Stock, par value $0.01 per share
|
400,000
|
0
|
$4.53
|
|
1/28/2015
|
Common Stock, par value $0.01 per share
|
400,000
|
0
|
$4.58
|
|
1/29/2015
|
Common Stock, par value $0.01 per share
|
400,000
|
0
|
$4.64
|
|
1/30/2015
|
Common Stock, par value $0.01 per share
|
900,000
|
0
|
$5.17
|
|
2/2/2015
|
Common Stock, par value $0.01 per share
|
500,000
|
0
|
$5.19
|
Date of Transaction
|
Title of Class
|
Number of
Shares Acquired
|
Number of
Shares Disposed
|
Price Per Share
|
|
1/2/2015
|
Common Stock, par value $0.01 per share
|
512,914
|
0
|
$5.68
|
|
1/5/2015
|
Common Stock, par value $0.01 per share
|
302,632
|
0
|
$4.97
|
|
1/6/2015
|
Common Stock, par value $0.01 per share
|
2,479,869
|
0
|
$4.91
|
|
1/7/2015
|
Common Stock, par value $0.01 per share
|
3,686,582
|
0
|
$4.62
|
|
1/8/2015
|
Common Stock, par value $0.01 per share
|
1,367,201
|
0
|
$4.68
|
|
1/9/2015
|
Common Stock, par value $0.01 per share
|
826,178
|
0
|
$4.90
|
|
1/12/2015
|
Common Stock, par value $0.01 per share
|
836,200
|
0
|
$4.81
|
|
1/14/2015
|
Common Stock, par value $0.01 per share
|
5,322,663
|
0
|
$3.95
|
|
1/15/2015
|
Common Stock, par value $0.01 per share
|
847,069
|
0
|
$4.12
|
|
1/16/2015
|
Common Stock, par value $0.01 per share
|
2,069,463
|
0
|
$4.23
|
|
1/26/2015
|
Common Stock, par value $0.01 per share
|
907,885
|
0
|
$4.19
|
|
1/27/2015
|
Common Stock, par value $0.01 per share
|
243,754
|
0
|
$4.52
|
|
1/28/2015
|
Common Stock, par value $0.01 per share
|
1,987,691
|
0
|
$4.59
|
|
1/29/2015
|
Common Stock, par value $0.01 per share
|
1,070,163
|
0
|
$4.64
|
|
1/30/2015
|
Common Stock, par value $0.01 per share
|
3,827,268
|
0
|
$5.10
|
Date of Transaction
|
Title of Class
|
Number of
Shares Acquired
|
Number of
Shares Disposed
|
Price Per Share
|
|
1/26/2015
|
Common Stock, par value $0.01 per share
|
827,030
|
0
|
$4.19
|
|
1/27/2015
|
Common Stock, par value $0.01 per share
|
222,860
|
0
|
$4.52
|
|
1/28/2015
|
Common Stock, par value $0.01 per share
|
1,804,020
|
0
|
$4.59
|
|
1/29/2015
|
Common Stock, par value $0.01 per share
|
982,410
|
0
|
$4.64
|
|
1/30/2015
|
Common Stock, par value $0.01 per share
|
3,786,147
|
0
|
$5.10
|
1.
|
Purpose of Agreement
|
2.
|
Confidentiality
|
(a)
|
Except as the Parties otherwise may agree, each Party shall treat as confidential and shall refrain from disclosing to any other person any information (whether in oral, written, electronic or other form) that such Party (the "Recipient Party") receives from the other Party (the "Disclosing Party") with respect to the matters addressed in Section 1 of this Agreement, including, without limitation, investment analyses regarding the Company ("Confidential Information").
|
(b)
|
Notwithstanding paragraph (a) above, the Recipient Party may disclose Confidential Information to its employees, members, officers, directors, partners or professional advisors (collectively, "Representatives"), in each case if and to the extent any such Representative (i) needs to know such information to assist or act on the behalf of the Recipient Party in effecting the purpose of this Agreement or exercising the Recipient Party's rights hereunder and (ii) agrees with the Recipient Party to keep such information confidential in accordance with the terms of this Section 2 (it being understood that the Recipient Party shall be responsible for its Representatives' compliance with such confidentiality obligation).
|
(c)
|
Notwithstanding paragraph (a) above, the Recipient Party or its Representatives may disclose Confidential Information to the extent such disclosure is required by law, regulation or fund or account documentation applicable to the Recipient Party, provided that the Recipient Party has provided, to the extent permitted by law, prior written notice of such disclosure to the Disclosing Party, so that the Disclosing Party may, if it so wishes, seek a protective order or other appropriate remedy, as available.
|
(d)
|
At any time during or after the term of this Agreement, at the Disclosing Party's written request, the Recipient Party and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been so destroyed. Notwithstanding the foregoing, the Recipient Party's General Counsel or principal legal counsel, as applicable, may retain a copy of written or electronic materials constituting the Disclosing Party's Confidential Information, in a locked or otherwise secure facility solely for the Recipient Party's internal recordkeeping purposes or defense in a legal proceeding, provided that the Recipient Party shall continue to treat such information as confidential in accordance with this Section 2. Upon request by the Disclosing Party, the Recipient Party will provide a certification to Disclosing Party with respect to compliance with this paragraph (d).
|
3.
|
Purchase and Sale of Company Securities
|
4.
|
Certain Matters Requiring Agreement
|
(i)
|
except as may be disclosed in the initial Schedule 13D to be jointly filed by the Parties with respect to the Company Securities, either or both Parties engaging in any activity or forming any investment intent that would require either or both Parties: (a) to disclose in Schedule 13D any plan or proposal which relates to or would result in any of the actions or events enumerated in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D; (b) to disclose in Schedule 13D any contract, arrangement, understanding or relationship of the type required to be disclosed in Item 6 of Schedule 13D; or (c) otherwise to disclose in Schedule 13D the acquisition or holding of Company Securities for the purpose or with the effect of changing or influencing the control of the Company or in connection with or as a participant in any transaction having that purpose or effect;
|
(ii)
|
either Party or the Parties in the aggregate acquiring greater than 9.9% beneficial ownership of the Company's outstanding common stock; and/or
|
(iii)
|
the formation of, or admission of any additional members to, any "group" (within the meaning of Section 13 of the Exchange Act) with respect to the Company Securities that includes the Parties.
|
5.
|
Expenses
|
6.
|
Regulatory Reporting
|
7.
|
Termination
|
8.
|
Relationship of the Parties
|
9.
|
Notices
|
10.
|
Further Assurances
|
11.
|
Miscellaneous
|
12.
|
Waiver of Jury Trial
|
SOROBAN CAPITAL PARTNERS LP
|
||||
By:
|
||||
Name:
|
Eric W. Mandelblatt
|
|||
Title:
|
Managing Partner of its General Partner
|
|||
SEIS HOLDINGS LLC
|
||||
By:
|
||||
Name:
|
Ronald H. Jacobe, Jr.
|
|||
Title:
|
President
|