Filed
Pursuant to Rule 424(b)(7)
Registration No. 333-130993
CALCULATION
OF REGISTRATION FEE
|
Title of each class of
securities
to be registered
|
|
Maximum aggregate
offering price
|
|
Amount of
registration fee
|
|
Common Stock
|
|
$
|
870,146
|
|
$
|
26.72(1
|
)
|
|
|
|
|
|
|
|
|
(1)
The registration fee with respect to 10,417,253 shares of Common Stock
was previously paid. This registration
fee relates to an additional 11,305 shares of Common Stock and is calculated in
accordance with Rule 457(c) and (r).
Also includes such indeterminate number of shares on Common Stock that
may be issued pursuant to anti-dilution provisions of the 3.25% Convertible
Senior Notes due 2012.
PROSPECTUS
SUPPLEMENT NO. 12
(To Prospectus Dated January 12, 2006 and
Prospectus Supplements Dated June 7, June 21, June 29, July 19, August 6,
August 20, September 6, September 21, October 9, November 6 and November 19,
2007)
10,428,558 Shares
Common Stock
This prospectus supplement supplements the prospectus
dated January 12, 2006 and supersedes the prospectus supplements dated June 7,
June 21, June 29, July 19, August 6, August 20, September 6, September 21,
October 9, November 6 and November 19, 2007 relating to the offer and sell from
time to time of up to 10,428,558 shares of common stock of The Macerich
Company by the selling stockholders named therein. This number of shares includes 191,263 shares
held by selling stockholders that were acquired upon redemption of Units of The
Macerich Partnership, L.P. and 10,237,295 shares constituting the maximum number
of shares of our common stock that could be issued upon conversion of
$950,000,000 aggregate principal amount of our 3.25 % Convertible Senior Notes
due 2012 (the Notes), subject to certain adjustments.
Investing
in the common stock involves risks. See Risk
Factors beginning on page S-2 of the prospectus supplement dated June 7,
2007.
We will not receive any proceeds from the
sale by the selling stockholders of the common stock. We will pay all expenses of the registration
of the common stock and certain other expenses.
Neither the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is December 5, 2007.
The information appearing under the heading Selling
Stockholders in the prospectus supplement dated June 7, 2007 and in the
prospectus supplements dated June 21, June 29, July 19, August 6, August 20,
September 6, September 21, October 9, November 6 and November 19, 2007 is
hereby amended in its entirety by the following information. The number of shares of our common stock
indicated for the listed selling stockholders may be in excess of the
10,428,558 shares to which this prospectus relates due to sales or transfers by
selling stockholders of the Notes in transactions exempt from the registration
requirements under the Securities Act of 1933 after the date on which the
selling stockholders provided us with information regarding their holdings of
Notes.
Selling Stockholder
|
|
Shares Prior
to the
Offering
|
|
Shares Available
for Sale Under
this Prospectus
Supplement
|
|
Shares After
Completion of the
Offering(1)
|
|
|
|
|
|
|
|
|
|
Acuity Master Fund Ltd.
|
|
26,509
|
|
26,509
|
|
0
|
|
ADI Alternative Investments
|
|
226,298
|
|
226,298
|
|
0
|
|
ADI Alternative Investments
c/o Casam ADI CB Arbitrage
|
|
53,880
|
|
53,880
|
|
0
|
|
ADI Alternative Investments
c/o Kallista Master Fund Limited
|
|
107,761
|
|
107,761
|
|
0
|
|
Advent Convertible Arb Master
|
|
50,087
|
|
50,087
|
|
0
|
|
Advent Enhanced Phoenix
|
|
53,880
|
|
53,880
|
|
0
|
|
Akanthos Arbitrage Master Fund L.P.
|
|
692,338
|
|
538,805
|
|
153,533
|
|
Alexandra Global Master Fund Ltd. (3)
|
|
107,761
|
|
107,761
|
|
0
|
|
Arctos Partners Inc. (4)
|
|
107,761
|
|
107,761
|
|
0
|
|
Argent Classic Convertible Arbitrage Fund L.P. (5)
|
|
63,363
|
|
63,363
|
|
0
|
|
Argent Classic Convertible Arbitrage Fund II, L.P. (5)
|
|
1,185
|
|
1,185
|
|
0
|
|
Argentum Multi-Strategy Fund Ltd Classic (5)
|
|
754
|
|
754
|
|
0
|
|
Argentum Multi-Strategy Fund 1 LP Classic (5)
|
|
323
|
|
323
|
|
0
|
|
Aristeia International Limited (6)
|
|
429,718
|
|
429,718
|
|
0
|
|
Aristeia Partners Ltd. (6)
|
|
62,749
|
|
62,749
|
|
0
|
|
Arkansas PERS
|
|
32,867
|
|
32,867
|
|
0
|
|
Banc of America Securities LLC (2)(7)
|
|
641,177
|
|
102,372
|
|
538,805
|
|
Barclays Capital Securities Limited
|
|
80,820
|
|
80,820
|
|
0
|
|
Black Diamond Convertible
Offshore LDC (8)
|
|
32,328
|
|
32,328
|
|
0
|
|
Black Diamond Offshore Ltd. (8)
|
|
8,319
|
|
8,319
|
|
0
|
|
BMO Nesbitt Burns Inc. (2)
|
|
32,328
|
|
32,328
|
|
0
|
|
Brookline Avenue Master Fund L.P. (9)
|
|
43,104
|
|
43,104
|
|
0
|
|
Canyon Capital Arbitrage
Master Fund, Ltd. (10)(11)
|
|
481,853
|
|
481,853
|
|
0
|
|
Canyon Value Realization
Fund, L.P. (11)(12)
|
|
191,706
|
|
191,706
|
|
0
|
|
Canyon Value Realization
MAC 18, Ltd. (11)(13)
|
|
37,931
|
|
37,931
|
|
0
|
|
Carolyn C. Brown
|
|
125,263
|
|
125,263
|
|
0
|
|
CC Arbitrage, Ltd. (14)
|
|
21,552
|
|
21,552
|
|
0
|
|
CGNU Life Fund (15)
|
|
17,780
|
|
17,780
|
|
0
|
|
Citigroup Global Markets Inc. (2)
|
|
37,716
|
|
37,716
|
|
0
|
|
Claude S. Keyzers
|
|
31,000
|
|
31,000
|
|
0
|
|
CNH CA Master Account, L.P. (16)
|
|
53,880
|
|
53,880
|
|
0
|
|
Commercial Union Life Fund (15)
|
|
21,552
|
|
21,552
|
|
0
|
|
CQS Convertible and Quantitative
Strategies Master Fund Limited (17)
|
|
377,163
|
|
377,163
|
|
0
|
|
Credit Industriel et Commercial
|
|
107,761
|
|
107,761
|
|
0
|
|
Credit Suisse International LLC (2)
|
|
188,581
|
|
188,581
|
|
0
|
|
DBAG London (18)
|
|
1,049,753
|
|
1,049,753
|
|
0
|
|
dbx-Convertible Arbitrate 12 Fund
|
|
3,523
|
|
3,523
|
|
0
|
|
D.E. Shaw Valence Portfolios, L.L.C. (19)
|
|
890,088
|
|
215,522
|
|
674,566
|
|
Deutsche Bank Securities, Inc. (2)
|
|
119,075
|
|
119,075
|
|
0
|
|
DKR SoundShore Oasis Holding Fund Ltd. (20)
|
|
215,522
|
|
215,522
|
|
0
|
|
Double Black Diamond Offshore LDC (8)
|
|
67,113
|
|
67,113
|
|
0
|
|
2
Empyrean Capital Fund LP (21)
|
|
52,724
|
|
52,724
|
|
0
|
|
Empyrean Capital Overseas Benefit
Plan Fund Ltd. (21)
|
|
20,614
|
|
20,614
|
|
0
|
|
Empyrean Capital Overseas Fund Ltd. (21)
|
|
108,917
|
|
108,917
|
|
0
|
|
Fore Convertible Master Fund Ltd.
|
|
4,989
|
|
4,989
|
|
0
|
|
Fore ERISA Fund Ltd.
|
|
398
|
|
398
|
|
0
|
|
Geode Capital Master Fund Ltd. (22)
|
|
80,820
|
|
80,820
|
|
0
|
|
GLG Market Neutral Fund (23)
|
|
377,163
|
|
377,163
|
|
0
|
|
Goldman Sachs & Co. Profit Sharing
Master Trust (24)
|
|
2,318
|
|
1,842
|
|
476
|
|
HFR CA Global Select Master Trust Account (5)
|
|
2,262
|
|
2,262
|
|
0
|
|
HFR CA Opportunity Master Trust (5)
|
|
2,112
|
|
2,112
|
|
0
|
|
HFR RVA OP Master Trust
|
|
7,510
|
|
7,510
|
|
0
|
|
Highbridge Convertible Arbitrage Master Trust LP (25)
|
|
43,104
|
|
43,104
|
|
0
|
|
Highbridge International LLC (25)
|
|
199,357
|
|
199,357
|
|
0
|
|
Institutional Benchmark Series
|
|
4,245
|
|
4,245
|
|
0
|
|
Institutional Benchmark Series (Master Feeder)
Limited in Respect of Electra Series
|
|
22,414
|
|
22,414
|
|
0
|
|
Investcorp Interlachen Multi-Strategy
Master Fund Limited (26)
|
|
10,776
|
|
10,776
|
|
0
|
|
J.P. Morgan Securities, Inc. (2)
|
|
431,044
|
|
431,044
|
|
0
|
|
Kamunting Street Master Fund, Ltd.
|
|
215,522
|
|
215,522
|
|
0
|
|
KBC Financial Products
USA Inc. (27)
|
|
107,761
|
|
107,761
|
|
0
|
|
Kevin F. and Elizabeth A.G. Donohoe
|
|
30,000
|
|
30,000
|
|
0
|
|
LDG Limited (28)
|
|
3,200
|
|
3,200
|
|
0
|
|
Lehman Brothers Inc. (2)
|
|
129,313
|
|
129,313
|
|
0
|
|
Linden Capital LP (29)
|
|
189,849
|
|
188,581
|
|
1,268
|
|
Lydian Global Opportunities Master Fund Ltd. (30)
|
|
183,193
|
|
183,193
|
|
0
|
|
Lydian Overseas Partners Master Fund Ltd. (30)
|
|
560,357
|
|
560,357
|
|
0
|
|
Lyxor/Acuity Fund Ltd. (31)
|
|
35,130
|
|
35,130
|
|
0
|
|
Lyxor/Canyon Capital
Arbitrage Fund Ltd. (11)(13)
|
|
186,049
|
|
186,049
|
|
0
|
|
Lyxor/Canyon Value
Realization Fund Ltd. (11)(13)
|
|
28,933
|
|
28,933
|
|
0
|
|
Lyxor Master Trust Fund
|
|
1,681
|
|
1,681
|
|
0
|
|
Lyxor/Quattro Fund Limited
|
|
5,980
|
|
5,980
|
|
0
|
|
Marathon Global Convertible
Master Fund, Ltd. (32)
|
|
269,402
|
|
269,402
|
|
0
|
|
Morley AISF Convertible Bond Arbitrage Fund
|
|
32,328
|
|
32,328
|
|
0
|
|
Norwich Union Life and Pensions (15)
|
|
45,529
|
|
45,529
|
|
0
|
|
Oz Special Funding (OZMD) LP (33)
|
|
188,822
|
|
159,798
|
|
29,024
|
|
Partners Group Alternative
Strategies PCC Limited,
Red Delta Cell
|
|
9,957
|
|
9,957
|
|
0
|
|
Platinum Grove Contingent Capital Master Fund (34)
|
|
484,924
|
|
484,924
|
|
0
|
|
Plexus Fund Limited (35)
|
|
528,028
|
|
528,028
|
|
0
|
|
PNC Equity Securities LLC (36)
|
|
21,552
|
|
21,552
|
|
0
|
|
Polygon Global Opportunities
Master Fund (37)
|
|
215,522
|
|
215,522
|
|
0
|
|
Privilege Portfolio SICAV (15)
|
|
123,925
|
|
123,925
|
|
0
|
|
Quattro Fund Ltd.
|
|
162,837
|
|
162,837
|
|
0
|
|
Quattro Multistrategy Masterfund LP
|
|
13,006
|
|
13,006
|
|
0
|
|
Radcliffe SPC, Ltd. (38)
|
|
247,850
|
|
247,850
|
|
0
|
|
Raytheon Enhanced Master Pension Trust Fund
|
|
24,817
|
|
24,817
|
|
0
|
|
Redbrick Capital Master Fund, Ltd
|
|
161,641
|
|
161,641
|
|
0
|
|
RMF Umbrella SICAV
|
|
43,104
|
|
43,104
|
|
0
|
|
S.A.C. Arbitrage Fund, LLC (39)
|
|
269,402
|
|
269,402
|
|
0
|
|
Sailfish Multi Strategy Fixed Income
Master Fund (G2) Ltd. (40)
|
|
323,283
|
|
323,283
|
|
0
|
|
Silvercreek Limited Partnership (41)
|
|
64,656
|
|
64,656
|
|
0
|
|
Silvercreek II Limited (41)
|
|
48,492
|
|
48,492
|
|
0
|
|
3
The Canyon Value Realization
Fund (Cayman) Ltd. (11)(13)
|
|
474,417
|
|
474,417
|
|
0
|
|
Topaz Fund (42)
|
|
107,761
|
|
107,761
|
|
0
|
|
TQA Master Fund Ltd. (43)
|
|
32,489
|
|
20,388
|
|
12,101
|
|
TQA Master Plus Fund Ltd. (43)
|
|
20,452
|
|
12,780
|
|
7,672
|
|
UBS AG London FBO WCBP (44)
|
|
412,085
|
|
377,163
|
|
34,922
|
|
UBS Securities LLC (2)
|
|
167,703
|
|
165,736
|
|
1,967
|
|
Vicis Capital Master Fund (45)
|
|
96,984
|
|
96,984
|
|
0
|
|
Waterstone Market Neutral
Master Fund, Ltd (46)
|
|
590,799
|
|
590,799
|
|
0
|
|
Waterstone Market Neutral
Mac51 Fund, Ltd. (46)
|
|
325,168
|
|
325,168
|
|
0
|
|
Wilmington Trust Company (47)
|
|
5,000
|
|
5,000
|
|
0
|
|
Xavex Convertible Arbitrage 10 Fund (5)
|
|
6,034
|
|
6,034
|
|
0
|
|
Zurich Institutional Benchmarks Master
Fund Ltd. (43)
|
|
10,737
|
|
6,735
|
|
4,002
|
|
(1)
Assumes all
shares for sale under this prospectus supplement are sold.
(2)
The selling
stockholder has identified itself as a registered broker-dealer and,
accordingly, may be considered an underwriter under this prospectus supplement.
(3)
Alexandra
Investment Management, LLC, a Delaware limited liability company (Alexandra),
serves as investment advisor to Alexandra Global Master Fund Ltd. By reason of such relationship, Alexandra may
be deemed to share dispositive power or investment control over the Notes
relating to the shares of common stock listed for the selling stockholder. Alexandra disclaims beneficial ownership of
such Notes. Mikhail A. Filimonov (Filimonov)
is a managing member of Alexandra. By
reason of such relationship, Filimonov may be deemed to share dispositive power
or investment control over the Notes relating to the shares of common stock
listed for the selling stockholder.
Filimonov disclaims beneficial ownership of such Notes.
(4)
The Bear Stearns
Companies Inc. owns the selling stockholder.
The selling stockholder has stated that it is an affiliate of Bear
Stearns & Co. Inc., a registered broker-dealer, and that it acquired the
Notes relating to the shares of common stock listed for the selling stockholder
in the ordinary course of business and, at the time of purchase, did not have
any agreements, understandings or arrangements, directly or indirectly, with
any person to distribute such Notes.
(5)
Nathanial Brown
and Robert Richardson have been identified by the selling stockholder as the
persons who exercise voting power and investment control of the Notes relating
to the shares of common stock listed for the selling stockholder.
(6)
Aristeia Capital
LLC is the investment manager for this selling stockholder. Robert H. Lynch, Jr. is a Managing Member of
Aristeia Capital LLC.
(7)
Banc of America
Securities, LLC (BAS) and its affiliates have provided, and may in the future
provide, various investment banking, commercial banking and other financial
services for the company and/or its affiliates for which services BAS has
received, and may in the future receive, customary fees. In addition, BAS and its affiliates have
owned, currently own or may own, equity or equity-like securities of the
company and/or its affiliates.
(8)
Clint D. Carlson
exercises voting power and investment control over the Notes relating to the
shares of common stock listed for the selling stockholder.
(9)
Brookline Avenue
Partners, LP is the Investment Manager of the selling stockholder. Richard M. Morano II and Charles B. Slotnik
are the sole members of Kenmore Square, LLC, the General Partner of Brookline
Avenue Partners, LP.
(10)
Canyon Capital
Advisors LLC is the investment advisor to the selling stockholder and has the
power to direct investments by the selling stockholder. The managing partners of Canyon Capital
Advisors LLC are Joshua S. Friedman, Mitchell R. Julis and K. Robert Turner.
(11)
The selling
stockholder has stated that is an affiliate of Canyon Partners Inc., a
registered broker-dealer, and that it acquired the Notes relating to the shares
of common stock listed for the selling stockholder in the ordinary course of
4
business and, at
the time of purchase, did not have any agreements, understandings or
arrangements, directly or indirectly, with any person to distribute such Notes.
(12)
The general
partner for the selling stockholder is Canpartners Investments III, L.P. Canyon Capital Advisors LLC is the general
partner of Canpartners Investments III, L.P.
The managing partners of Canyon Capital Advisors LLC are Joshua S.
Friedman, Mitchell R. Julis and K. Robert Turner.
(13)
Canyon Capital
Advisors LLC is the investment advisor to the selling stockholder and has the
power to direct investments by the selling stockholder. The managing partners of Canyon Capital
Advisors LLC are Joshua S. Friedman, Mitchell R. Julis and K. Robert Turner.
(14)
As investment
manager under a management agreement, Castle Creek Arbitrage LLC, may exercise
dispositive and voting power with respect to the Notes relating to the shares
of common stock listed for the selling stockholder. Castle Creek Arbitrage LLC disclaims
beneficial ownership of such Notes.
Daniel Asher and Allan Weine are the managing members of Castle Creek Arbitrage
LLC. Messrs. Asher and Weine disclaim
beneficial ownership of the Notes relating to the shares of common stock listed
for the selling stockholder. A
beneficial owner of the selling stockholder has a beneficial ownership interest
in a number of registered broker-dealers.
The selling stockholder stated that it acquired the Notes relating to
the shares of common stock listed for the selling stockholder in the ordinary
course of business and, at the time of purchase, did not have any agreements,
understandings or arrangements, directly or indirectly, with any person to
distribute such Notes.
(15)
David Clott
exercises voting power and investment control over the Notes relating to the
shares of common stock listed for the selling stockholder.
(16)
CNH Partners,
LLC is the investment advisor of the selling stockholder and has sole voting
and dispositive power over the Notes relating to the shares of common stock
listed for the selling stockholder.
Investment principals of CNH Partners, LLC are Robert Krail, Mark
Mitchell and Todd Pulvino.
(17)
The directors of
the selling stockholder are Alan Smith, Blair Gauld, Dennis Hunter, Karla
Bodden and James Rogers.
(18)
The selling
stockholder has stated that it is an affiliate Deutsche Bank Securities Inc., a
registered broker-dealer, and that it acquired the Notes relating to the shares
of common stock listed for the selling stockholder in the ordinary course of
business and, at the time of purchase, did not have any agreements,
understandings or arrangements, directly or indirectly, with any person to
distribute such Notes.
(19)
D.E. Shaw &
Co. L.P., as either managing member or investment advisor, has voting and
investment control over the shares of common stock beneficially owned by the
selling stockholder and the Notes relating to the shares of common stock listed
for the selling stockholder. Julius
Gaudio, Eric Wepsic and Anne Dinning, or their designees, exercise voting and
investment control over such shares and Notes on behalf of D.E. Shaw & Co.
L.P. The selling stockholder has stated
that it is an affiliate of D.E. Shaw Valence, L.L.C. and D.E. Shaw Securities,
L.L.C., both registered broker-dealers, and that it acquired the shares of
common stock and the Notes in the ordinary course of business and, at the time
of purchase, did not have any agreements, understandings or arrangements,
directly or indirectly, with any person to distribute such securities.
(20)
The investment
manager of the selling stockholder is DKR Oasis Management Company LP (the Investment
Manager). The Investment Manager has
the authority to do any and all acts on behalf of the selling stockholder,
including voting any shares held by the selling stockholder. Mr. Seth Fischer is the managing partner of
Oasis Management Holdings LLC, one of the general partners of the Investment
Manager. Mr. Fischer has ultimate
responsibility for investments with respect to the securities held by the
selling stockholder.
(21)
Tian Xue has
been identified by the selling stockholder as the natural person who exercises
voting power and investment control of the Notes relating to the shares of
common stock listed for the selling stockholder.
(22)
The securities
are held in CBARB, a segregated account of the selling stockholder, which is an
open-ended exempted mutual fund company registered as a segregated accounts
company under the laws of Bermuda. Phil
Dumas has been identified by the selling stockholder as the natural person who
exercises voting power and investment control of the Notes relating to the
shares of common stock listed for the selling stockholder.
(23)
GLG Market
Neutral Fund is a publicly owned company listed on the Irish Stock Exchange.
GLG Partners LP, an English limited partnership, acts as the investment manager
of the Fund and has voting and dispositive power over the securities held by
the Fund. The general partner of GLG
Partners LP is GLG Partners Limited, an English limited company. The shareholders of GLG Partners Limited are
Noam Gottesman, Pierre Lagrange, Jonathan Green and
5
Lehman Brothers
(Cayman) Limited, a subsidiary of Lehman Brothers Holdings, Inc., a
publicly-held entity. The managing
directors of GLG Partners Limited are Noam Gottesman, Pierre Lagrange and
Emmanuel Roman and, as a result, each has voting and dispositive power over the
securities held by the Fund. GLG
Partners LP, GLG Partners Limited, Noam Gottesman, Pierre Lagrange and Emmanuel
Roman disclaim beneficial ownership of the securities held by the Fund, except
for their pecuniary interest therein.
(24)
The selling
stockholder has stated that it is an affiliate of Goldman Sachs & Co., a
registered broker-dealer, and that it acquired the Notes relating to the shares
of common stock listed for the selling stockholder in the ordinary course of
business and, at the time of purchase, did not have any agreements,
understandings or arrangements, directly or indirectly, with any person to
distribute such Notes.
(25)
Highbridge
Capital Management, LLC is the trading manager of the selling stockholder and
has voting control and investment discretion over the securities held by the
selling stockholder. Glen Dubin and
Henry Swieca control Highbridge Capital Management, LLC and have voting control
and investment discretion over the securities held by the selling
stockholder. Each of Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of
the securities held by the selling stockholder.
(26)
Interlachen
Capital Group LP is the trading manager of the selling stockholder and has
voting and investment discretion over securities held by the selling
stockholder. Andrew Fraley, in his role
as Chief Investment Officer of Interlachen Capital Group LP, has voting control
and investment discretion over the securities held by the selling
stockholder. Andrew Fraley disclaims
beneficial ownership of the securities held by the selling stockholder. Investcorp Investment Advisors Limited, a
manager of the selling stockholder and an SEC registered investment adviser, is
under common control with N.A. Investcorp LLC, an NASD member broker-dealer who
is not participating in the sale of the shares held by the selling stockholder.
The selling stockholder has stated that it acquired the Notes relating to the
shares of common stock listed for the selling stockholder in the ordinary
course of business and, at the time of purchase, did not have any agreements,
understandings or arrangements, directly or indirectly, with any person to
distribute such Notes.
(27)
KBC Financial
Products USA Inc. is a direct wholly owned subsidiary KBC Financial Holdings,
Inc., which in turn is a direct wholly owned subsidiary of KBC Bank N.V., which
in turn is a direct wholly owned subsidiary of KBC Group N.V., a publicly
traded entity. The selling stockholder
has identified itself as registered broker-dealer and, accordingly, may be
considered an underwriter under this prospectus supplement.
(28)
TQA Investors
LLC has sold investment power and sole voting power over the Notes relating to
the shares of common stock listed for the selling stockholder. The members of TQA Investors LLC related to
this investment are Paul Bucci, Darren Langis, Andrew Anderson and Steven
Potamis.
(29)
Linden GP LLC is
the general partner of the selling stockholder and Siu Min Wong is the Managing
Member of Linden GP LLC.
(30)
David Friezo has
been identified by the selling stockholder as the person who exercises voting
power and investment control of the Notes relating to the shares of common
stock listed for the selling stockholder.
(31)
The selling
stockholder has stated that it is an affiliate of a registered broker-dealer
and that it acquired the Notes relating to the shares of common stock listed
for the selling stockholder in the ordinary course of business and, at the time
of purchase, did not have any agreements, understandings or arrangements,
directly or indirectly, with any person to distribute such Notes.
(32)
Marathon Asset
Management, LLC, the investment advisor for the selling stockholder, exercises
voting power and investment control over the Notes relating to the shares of
common stock listed for the selling stockholder. Bruce Richards and Louis Hanone are Managing
Members of Marathon Asset Management, LLC.
(33)
Oz Management
L.L.C. manages the selling stockholder.
Daniel S. Och is the Senior Managing Member of OZ Management L.L.C.
(34)
Platinum Grove
Asset Management L.P. manages the selling stockholder and Yan Vtorov has been
identified by the selling stockholder as the natural person who exercises
voting power and investment control of the Notes relating to the shares of
common stock listed for the selling stockholder.
(35)
Dermot Keane has
been identified by the selling stockholder as the natural person who exercises
voting power and investment control of the Notes relating to the shares of
common stock listed for the selling stockholder.
6
(36)
The selling
stockholder is a wholly owned subsidiary of PNC Holding, LLC, which is a wholly
owned subsidiary of The PNC Financial Services Group, Inc. The selling stockholder has stated that is an
affiliate of a registered broker-dealer and that it acquired the Notes relating
to the shares of common stock listed for the selling stockholder in the
ordinary course of business and, at the time of purchase, did not have any
agreements, understandings or arrangements, directly or indirectly, with any
person to distribute such Notes.
(37)
Polygon
Investment Partner LLP and Polygon Investment Partners LP (the Investment
Managers), Polygon Investments Ltd. (the Manager), Alexander E. Jackson,
Reade E. Griffith, and Patrick G.G. Dear share voting and dispositive power of
the securities held by the selling stockholder.
The Investment Managers, the Manager, Alexander E. Jackson, Reade E.
Griffith and Patrick G.G. Dear disclaim beneficial ownership of the securities
held by the selling stockholder.
(38)
Pursuant to an
investment agreement, RG Capital Management, L.P. (RG Capital) serves as the
investment manager of Radcliffe SPC, Ltd.s Class A Segregated Portfolio. RGC Management Company, LLC (Management) is
the general partner of RG Capital. Steve
Katznelson and Gerald Stahlecker serve as the managing members of
Management. Each of RG Capital,
Management and Messrs. Katznelson and Stahlecker disclaims beneficial ownership
of the securities owned by Radcliffe SPC, Ltd. for an on behalf of the Class A
Segregated Portfolio.
(39)
Pursuant to
investment agreements, each of S.A.C. Capital Advisors, LLC, a Delaware limited
liability company (SAC Capital Advisors), and S.A.C. Capital Management, LLC,
a Delaware limited liability company (SAC Capital Management), share all
investment and voting power with respect to the securities held by the selling
stockholder. Mr. Steven A. Cohen
controls both SAC Capital Advisors and SAC Capital Management. Each of SAC Capital Advisors, SAC Capital
Management and Mr. Cohen disclaims beneficial ownership of any the securities
covered by this prospectus supplement.
(40)
Mark Fishman and
Sal Naro may be deemed to have beneficial ownership of the Notes relating to
the shares of common stock listed for the selling stockholder by virtue of
their status as managing members of Sailfish Capital Partners LLC, a Delaware
limited liability company, the principal business of which is serving as the
investment manager of the selling stockholder.
Each of Mr. Fishman and Mr. Naro have investment and voting power with
respect to the Notes relating to the shares of common stock listed for the selling
stockholder but disclaim beneficial ownership of such securities.
(41)
Louise Morwick
and Bryn Joynt have been identified by the selling stockholder as the natural
persons who exercise voting power and investment control of the Notes relating
to the shares of common stock listed for the selling stockholder.
(42)
Robert Marx has
been identified by the selling stockholder as the person who exercises voting
power and investment control of the Notes relating to the shares of common
stock listed for the selling stockholder.
The selling stockholder has stated that it is an affiliate of SG
Americas Securities LLC, a registered broker-dealer, and that it acquired the
Notes relating to the shares of common stock listed for the selling stockholder
in the ordinary course of business and, at the time of purchase, did not have
any agreements, understandings or arrangements, directly or indirectly, with
any person to distribute such Notes.
(43)
TQA Investors,
LLC has sole investment power and sole voting power over the Notes relating to
the shares of common stock listed for the selling stockholder. The principals of TQA Investors, LLC related
to this investment are Andrew Anderson, Paul Bucci, Robert Butman and George
Esser.
(44)
The selling
stockholder has stated that it is an affiliate of UBS Securities LLC, a
registered broker-dealer, and that it acquired the Notes relating to the shares
of common stock listed for the selling stockholder in the ordinary course of
business and, at the time of purchase, did not have any agreements,
understandings or arrangements, directly or indirectly, with any person to
distribute such Notes.
(45)
John Succo, Shad
Stastney and Sky Lucas have been identified by the selling stockholder as the
natural persons who exercise voting power and investment control of the Notes relating to the shares of common
stock listed for the selling stockholder.
(46)
Shawn Bergerson
has been identified by the selling stockholder as the natural person who
exercises voting power and investment control of the Notes relating to the
shares of common stock listed for the selling stockholder.
(47)
The selling
stockholder is a trustee under an agreement, dated July 8, 1999, with Morris
Weissman.
7
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