The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The Shares owned by TCS Global and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 17,097,951 Shares directly owned by TCS Global is approximately $41,026,906, including brokerage commissions. The aggregate purchase price of the 1,039,072 Shares held in the Managed Account is approximately $2,709,518, including brokerage commissions.
The Warrants (defined below) owned by TCS Global and held in the Managed Account were purchased pursuant to the Issuer’s Rights Offering on May 2, 2014 as Units consisting of (i) notes in the original principal amount of $100, which TCS Global and the Managed Account no longer own, and (ii) twenty-one (21) Warrants, which have an exercise price of $1.00 per Share (collectively, the “Units”). The aggregate purchase price of the Units purchased by TCS Global is approximately $5,304,100. The aggregate purchase price of the Units purchased by TCS Management through the Managed Account is approximately $312,300.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
The Reporting Persons have been engaging in discussions with the Issuer regarding the Reporting Persons’ concerns with the Issuer’s poor stock price performance and views on ways to maximize shareholder value. The Reporting Persons have urged the Issuer to hire an investment bank to run a process to sell the Issuer. The Reporting Persons believe such a sale process would garner significant interest from multiple potential suitors given the Issuer’s uniquely attractive assets and strong financial performance. In addition, the Reporting Persons have suggested that the Issuer replace current members of the Issuer’s Board of Directors (the “Board”) with new directors recommended by the Reporting Persons in order to ensure that the Board is serving the interests of all shareholders.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) - 5(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon (i) 142,799,769 Shares outstanding, as of October 21, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 25, 2016 plus (ii) the number of Shares underlying the Warrants held by each such Reporting Person.
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(a)
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As of the close of business on January 17, 2017, TCS Global beneficially owned 18,211,812 Shares, including 1,113,861 Shares underlying the Warrants.
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Percentage: Approximately 12.7%
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(b)
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1. Sole power to vote or direct vote: 18,211,812
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 18,211,812
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4. Shared power to dispose or direct the disposition: 0
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(c)
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TCS Global has not entered into any transactions in the Shares during the past 60 days.
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(a)
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TCS GP, as the general partner of TCS Global, may be deemed the beneficial owner of the 18,211,812 Shares owned by TCS Global, including 1,113,861 Shares underlying the Warrants.
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Percentage: Approximately 12.7%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 18,211,812
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 18,211,812
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(c)
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TCS GP has not entered into any transactions in the Shares during the past 60 days.
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(a)
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As of the close of business on January 17, 2017, 1,104,655 Shares were held in the Managed Account, including 65,583 Shares underlying the Warrants. TCS Management, as the investment manager of each of TCS Global and the Managed Account, may be deemed the beneficial owner of the (i) 18,211,812 Shares owned by TCS Global, including 1,113,861 Shares underlying the Warrants and (ii) 1,104,655 Shares held in the Managed Account, including 65,583 Shares underlying the Warrants.
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Percentage: Approximately 13.4%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 19,316,467
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 19,316,467
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(c)
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TCS Management has not entered into any transactions in the Shares during the past 60 days.
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(a)
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Mr. Semler, as the managing member of each of TCS GP and TCS Management, may be deemed the beneficial owner of the (i) 18,211,812 Shares owned by TCS Global, including 1,113,861 Shares underlying the Warrants and (ii) 1,104,655 Shares held in the Managed Account, including 65,583 Shares underlying the Warrants.
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Percentage: Approximately 13.4%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 19,316,467
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 19,316,467
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(c)
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Mr. Semler has not entered into any transactions in the Shares during the past 60 days.
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The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 17, 2017
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TCS GLOBAL EQUITY MASTER FUND, L.P.
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By:
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TCS Capital GP, LLC
General Partner
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By:
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Name:
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Eric Semler
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Title:
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Managing Member
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TCS CAPITAL GP, LLC
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By:
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Name:
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Eric Semler
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Title:
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Managing Member
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TCS CAPITAL MANAGEMENT, LLC
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By:
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Name:
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Eric Semler
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Title:
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Managing Member
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