UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)
*
|
MI
Developments Inc.
|
|
(Name
of Issuer)
|
|
Class
A Subordinate Voting Shares
|
|
(Title
of Class of Securities)
|
|
55304X104
|
|
(Cusip
Number)
|
|
Mark
C. Wehrly
Farallon
Capital Management, L.L.C.
One
Maritime Plaza, Suite 2100
San
Francisco, California 94111
(415)
421-2132
|
|
(Name,
Address, and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
|
January
1, 2011
|
|
(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 Sections 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
Section 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).
(Continued
on following pages)
Page 1 of
36 Pages
Exhibit Index Found on Page 34
13D
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Partners, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
483,630
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
483,630
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,630
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0
%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Institutional Partners, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
375,575
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
375,575
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,575
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8
%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Institutional Partners II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
39,400
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
39,400
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,400
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Offshore Investors II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
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
1,479,438
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
1,479,438
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,438
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital (AM) Investors, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
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
41,073
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
41,073
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,073
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Management, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
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
-0-
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IA,
OO
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Farallon
Partners, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
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
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Richard
B. Fried
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of 2,419,116
Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Daniel
J. Hirsch
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of 2,419,116
Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Monica
R. Landry
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by her on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Davide
Leone
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Michael
G. Linn
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Douglas
M. MacMahon
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Stephen
L. Millham
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Rajiv
A. Patel
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Thomas
G. Roberts, Jr.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Andrew
J. M. Spokes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Thomas
F. Steyer
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
John
R. Warren [See Item 2]
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
|
1
|
NAMES
OF REPORTING PERSONS
Mark
C. Wehrly
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
2,419,116
|
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This
Amendment No. 11 to Schedule 13D amends the Schedule 13D initially filed on May
11, 2006 (together with all prior and current amendments thereto, this “Schedule
13D”).
Item
2
.
Identity and
Background
Item 2 is
amended and restated in its entirety as follows:
(a) This
statement is filed by the entities and persons listed below, all of whom
together are referred to herein as the “Reporting Persons.”
The Farallon
Funds
|
(i)
|
Farallon
Capital Partners, L.P., a California limited partnership (“FCP”), with
respect to the Class A Shares held by
it;
|
|
(ii)
|
Farallon
Capital Institutional Partners, L.P., a California limited partnership
(“FCIP”), with respect to the Class A Shares held by
it;
|
|
(iii)
|
Farallon
Capital Institutional Partners II, L.P., a California limited partnership
(“FCIP II”), with respect to the Class A Shares held by
it;
|
|
(iv)
|
Farallon
Capital Offshore Investors II, L.P., a Cayman Islands exempted limited
partnership (“FCOI II”), with respect to the Class A Shares held by it;
and
|
|
(v)
|
Farallon
Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”),
with respect to the Class A Shares held by
it.
|
FCP,
FCIP, FCIP II, FCOI II and FCAMI are together referred to herein as the
“Farallon Funds.”
The Management
Company
|
(vi)
|
Farallon
Capital Management, L.L.C., a Delaware limited liability company (the
“Management Company”), with respect to the Class A Shares held by one or
more accounts (the “Managed Accounts”), each as managed by the Management
Company.
|
The Farallon General
Partner
|
(vii)
|
Farallon
Partners, L.L.C., a Delaware limited liability company (the “Farallon
General Partner”), which is the general partner of each of the Farallon
Funds, with respect to the Class A Shares held by each of the Farallon
Funds.
|
The Farallon Managing
Members
|
(viii)
|
The
following persons, each of whom is a managing member of both the Farallon
General Partner and the Management Company, with respect
to
|
|
|
t
he
Class A Shares held by the Farallon Funds and the Managed
Accounts: Richard B. Fried (“Fried”), Daniel J. Hirsch
(“Hirsch”), Monica R. Landry (“Landry”), Davide Leone (“Leone”), Michael
G. Linn (“Linn”), Douglas M. MacMahon (“MacMahon”), Stephen L. Millham
(“Millham”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”),
Andrew J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”), John R.
Warren (“Warren”) and Mark C. Wehrly
(“Wehrly”).
|
Fried,
Hirsch, Landry, Leone, Linn, MacMahon, Millham, Patel, Roberts, Spokes, Steyer,
Warren and Wehrly are together referred to herein as the “Farallon Individual
Reporting Persons.”
This
Schedule 13D reports that effective as of January 1, 2011, Warren became a
managing member of both the Farallon General Partner and the Management Company
and, as such, may be deemed a beneficial owner of the Class A Shares
beneficially owned by such entities as of such date.
(b) The
address of the principal business office of (i) the Farallon Funds, the
Management Company and the Farallon General Partner is One Maritime Plaza, Suite
2100, San Francisco, California 94111 and (ii) each of the Farallon
Individual Reporting Persons is set forth in Annex 1 hereto.
(c) The
principal business of each of the Farallon Funds is that of a private investment
fund engaging in the purchase and sale of investments for its own
account. The principal business of the Management Company is that of
a registered investment adviser. The principal business of the
Farallon General Partner is to act as the general partner of the Farallon
Funds. The principal business of each of the Farallon Individual
Reporting Persons is set forth in Annex 1 hereto.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been 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) The
citizenship of each of the Farallon Funds, the Management Company and the
Farallon General Partner is set forth above. Each of the Farallon
Individual Reporting Persons, other than Leone and Spokes, is a citizen of the
United States. Leone is a citizen of Italy. Spokes is a
citizen of the United Kingdom.
The other
information required by Item 2 relating to the identity and background of the
Reporting Persons is set forth in Annex 1 hereto.
Item 3
.
Source And Amount Of Funds
And Other Consideration
Item 3 is
supplemented to report the following:
Internal
Transfers
As of
January 1, 2011, in connection with an internal reorganization of certain of the
Farallon Funds and the Managed Accounts, (i) a Managed Account transferred to
FCOI II its assets, including the Class A Shares previously held for such
Managed Account, and (ii) FCOI II transferred to FCAMI a portion of its assets,
including the Class A Shares reported herein by FCAMI. As a result of
such transfers, FCOI II received 970,671 Class A Shares from such Managed
Account and FCAMI received 41,073 Class A Shares from FCOI
II. Neither FCOI II nor FCAMI paid consideration for receipt of the
transferred Class A Shares.
Item 4
.
Purpose of
Transaction
Item 4 is supplemented to report the
following:
Effective January 1, 2011, FCAMI, as a
holder of the Class A Shares reported herein, became a party to the Support
Agreement referenced in Amendment No. 10 to Schedule 13D filed with the
Securities and Exchange Commission on December 23, 2010. As of the
date of the filing of this Schedule 13D, the Farallon entities signatory to the
Support Agreement are FCP, FCIP, FCIP II, FCOI II and FCAMI, representing all of
the Class A Shares held by the Reporting Persons reported herein.
Item
5
.
Interest in Securities of
the Issuer
Item 5 is
amended and restated in its entirety as follows:
The Farallon
Funds
|
|
(a),
(b)
|
The
information set forth in Rows 7 through 13 of the cover page hereto for
each Farallon Fund is incorporated herein by reference for each such
Farallon Fund. The percentage amount set forth in Row 13 for
all cover pages filed herewith is calculated based upon the
46,160,564
Class
A Shares outstanding as of December 31, 2009, as reported by the
Company in its Form 40-F for the fiscal year ended December 31,
2009 filed with the Securities and Exchange Commission on March 29,
2010.
|
|
|
(c)
|
The
dates, number of Class A Shares involved and the price per Class A Share
(including commissions) for all transactions in the Class A Shares by the
Farallon Funds since the filing of the prior Schedule 13D are set forth on
Schedules A-B hereto and are incorporated herein by
reference. All of such transactions were private
transactions.
|
|
|
(d)
|
The
Farallon General Partner has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, all of the
Class A Shares held by the Farallon Funds as reported
herein. The
|
|
|
|
Farallon
Individual Reporting Persons are managing members of the Farallon General
Partner.
|
The Management
Company
|
|
(a),(b)
|
The
information set forth in Rows 7 through 13 of the cover page hereto for
the Management Company is incorporated herein by
reference.
|
|
|
(c)
|
The
dates, number of Class A Shares involved and the price per Class A Share
(including commissions) for all transactions in the Class A Shares by the
Management Company on behalf of the Managed Accounts since the filing of
the prior Schedule 13D are set forth on Schedule C hereto and are
incorporated herein by reference. All of such transactions were private
transactions.
|
|
|
(d)
|
The
Management Company has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, all of the
Class A Shares held by the Managed Accounts as reported
herein. The Farallon Individual Reporting Persons are managing
members of the Management Company.
|
|
|
(e)
|
As
of January 1, 2011, the Management Company may no longer be deemed a
beneficial owner of any Class A
Shares.
|
The Farallon General
Partner
|
|
(a),
(b)
|
The
information set forth in Rows 7 through 13 of the cover page hereto for
the Farallon General Partner is incorporated herein by
reference.
|
|
|
(d)
|
The
Farallon General Partner has the power to direct the receipt of
dividends relating to, or the disposition of the proceeds of the sale of,
all of the Class A Shares held by the Farallon Funds as reported
herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General
Partner.
|
The Farallon Individual
Reporting Persons
|
|
(a),
(b)
|
The
information set forth in Rows 7 through 13 of the cover page hereto for
each Farallon Individual Reporting Person is incorporated herein by
reference for each such Farallon Individual Reporting
Person.
|
|
|
(d)
|
The
Farallon General Partner has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, all of the
Class A Shares held by the Farallon Funds as reported
herein. The Management Company has the power to direct the
receipt of dividends relating to, or the disposition of the proceeds of
the sale of, all of the Class A Shares held by the Managed Accounts as
reported herein. The Farallon Individual Reporting Persons are
managing members of both the Farallon General Partner and the Management
Company.
|
The Class
A Shares reported hereby for the Farallon Funds are owned directly by the
Farallon Funds and those reported by the Management Company on behalf of the
Managed Accounts are owned directly by the Managed Accounts. The
Management Company, as investment adviser to the Managed Accounts, may be deemed
to be a beneficial owner of all such Class A Shares owned by the Managed
Accounts. The Farallon General Partner, as general partner of the
Farallon Funds, may be deemed to be a beneficial owner of all such Class A
Shares owned by the Farallon Funds. The Farallon Individual Reporting
Persons, as managing members of both the Management Company and the Farallon
General Partner with the power to exercise investment discretion, may each be
deemed to be a beneficial owner of all such Class A Shares owned by the Farallon
Funds and the Managed Accounts.
Each of the Management Company, the
Farallon General Partner
and the
Farallon
Individual Reporting Persons hereby
disclaims any beneficial ownership of any such Class A
Shares
.
Item
7
.
Materials to be Filed as
Exhibits
There is filed herewith as
Exhibit 13 a written agreement relating to the filing of joint
acquisition statements as required by Section 240.13d-1(k) under the Securities
Exchange Act of 1934, as amended. There is filed herewith as Exhibit
14 the power of attorney executed by Warren.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: January
11, 2011
/s/ Monica R.
Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
As the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON
CAPITAL (AM) INVESTORS, L.P.
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
FARALLON
CAPITAL MANAGEMENT, L.L.C.
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Richard B. Fried,
Daniel J. Hirsch, Davide Leone, Michael G. Linn, Douglas M. MacMahon, Stephen L.
Millham, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, Thomas F.
Steyer, John R. Warren and Mark C. Wehrly
The Power
of Attorney executed by each of Fried, MacMahon, Millham, Patel, Steyer and
Wehrly authorizing Landry to sign and file this Schedule 13D on his behalf,
which was filed with the Schedule 13D filed with the Securities and Exchange
Commission on July 2, 2007 by such Reporting Persons with respect to the Common
Stock of Armor Holdings, Inc., is hereby incorporated by
reference. The Power of Attorney executed by Spokes authorizing
Landry to sign and file this Schedule 13D on his behalf, which was filed with
the Schedule 13D filed with the Securities and Exchange Commission on August 28,
2007 by such Reporting Person with respect to the Common Stock of Global Gold
Corporation, is hereby incorporated by reference. The Power of
Attorney executed by Hirsch authorizing Landry to sign and file this Schedule
13D on his behalf, which was filed with Amendment No. 1 to the Schedule 13D
filed with the Securities and Exchange Commission on January 6, 2009 by such
Reporting Person with respect to the Common Stock of Town Sports International
Holdings, Inc., is hereby incorporated by reference. The Power of
Attorney executed by Leone authorizing Landry to sign and file this Schedule 13D
on his behalf, which was filed with Amendment No. 18 to the Schedule 13D filed
with the Securities and Exchange Commission on October 23, 2009 by such
Reporting Person with respect to the Common Stock of CapitalSource Inc., is
hereby incorporated by reference.
The Power of Attorney executed by Roberts
authorizing Landry to sign and file this Schedule 13D on his behalf, which was
filed with Amendment No. 2 to the Schedule 13G filed with the Securities and
Exchange Commission on April 23, 2010 by such Reporting Person with respect
to the Common Stock of Energy Partners, Ltd., is hereby incorporated by
reference. The Power of Attorney executed by Linn authorizing Landry
to sign and file this Schedule 13D on his behalf, which was filed with the
Schedule 13D filed with the Securities and Exchange Commission on July 8, 2010
by such Reporting Person with respect to the Common Stock of Hudson Pacific
Properties, Inc., is hereby incorporated by reference. The Power
of Attorney executed by Warren authorizing Landry to sign and file this Schedule
13D on his behalf is filed herewith.
ANNEX
1
Set forth
below with respect to the Management Company and the Farallon General Partner is
the following information: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling persons. Set
forth below with respect to each managing member of the Management Company and
the Farallon General Partner is the following information: (a) name;
(b) business address; (c) principal occupation; and (d)
citizenship.
|
1.
|
The Management
Company
|
|
|
(a)
|
Farallon
Capital Management, L.L.C.
|
|
|
(b)
|
One
Maritime Plaza, Suite 2100
|
San
Francisco, California 94111
|
|
(c)
|
Serves
as investment adviser to various managed
accounts
|
|
|
(d)
|
Delaware
limited liability company
|
|
|
(e)
|
Managing
Members: Thomas F. Steyer, Senior Managing Member; Andrew J. M.
Spokes, Co-Senior Managing Member; Alice F. Evarts, Richard B. Fried,
Daniel J. Hirsch, Monica R. Landry, Davide Leone, Michael G. Linn, Douglas
M. MacMahon, Stephen L. Millham, Rajiv A. Patel, Thomas G. Roberts, Jr.,
Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managing
Members.
|
|
2.
|
The Farallon General
Partner
|
|
|
(a)
|
Farallon
Partners, L.L.C.
|
|
|
(b)
|
c/o
Farallon Capital Management, L.L.C.
|
One
Maritime Plaza, Suite 2100
San
Francisco, California 94111
|
|
(c)
|
Serves
as general partner of investment
partnerships
|
|
|
(d)
|
Delaware
limited liability company
|
|
|
(e)
|
Managing
Members: Thomas F. Steyer, Senior Managing Member; Andrew J. M.
Spokes, Co-Senior Managing Member; Alice F. Evarts, Richard B. Fried,
Daniel J. Hirsch, Monica R. Landry, Davide Leone, Michael G. Linn, Douglas
M. MacMahon, Stephen L. Millham, Rajiv A. Patel, Thomas G. Roberts, Jr.,
Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managing
Members.
|
|
3.
|
Managing Members of
the Management Company and the Farallon General
Partner
|
|
|
(a)
|
Alice
F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry,
Davide Leone, Michael G. Linn, Douglas M. MacMahon, Stephen L. Millham,
Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J.M. Spokes, Thomas F.
Steyer, Gregory S. Swart, John R. Warren and Mark C.
Wehrly.
|
|
|
(b)
|
c/o
Farallon Capital Management, L.L.C.
|
One
Maritime Plaza, Suite 2100
San
Francisco, California 94111
|
|
(c)
|
The
principal occupation of Thomas F. Steyer is serving as senior managing
member of both the Management Company and the Farallon General
Partner.
|
|
|
|
The
principal occupation of Andrew J.M. Spokes is serving as co-senior
managing member of both the Management Company and the Farallon General
Partner. The principal occupation of each other managing member
of the Management Company and the Farallon General Partner is serving as a
managing member of both the Management Company and the Farallon General
Partner.
|
|
|
(d)
|
Each
of the managing members of the Management Company and the Farallon General
Partner, other than Davide Leone, Andrew J. M. Spokes and Gregory S.
Swart, is a citizen of the United States. Davide Leone is a
citizen of Italy. Andrew J. M. Spokes is a citizen of the
United Kingdom. Gregory S. Swart is a citizen of New
Zealand.
|
None of
the managing members of the Management Company and the Farallon General Partner
has any additional information to disclose with respect to Items 2-6 of the
Schedule 13D that is not already disclosed in the Schedule 13D.
SCHEDULE
A
FARALLON CAPITAL OFFSHORE
INVESTORS II, L.P.
|
TRANSFER DATE
|
NO.
OF SHARES
ACQUIRED (A) OR TRANSFERRED
(T)
|
PRICE
PER SHARE ($)
|
|
1/01/11
|
970,671
(A)
|
N/A
|
|
1/01/11
|
41,073
(T)*
|
N/A
|
*
Transferred to FCAMI.
SCHEDULE
B
FARALLON CAPITAL (AM)
INVESTORS, L.P.
|
TRANSFER DATE
|
NO.
OF SHARES
ACQUIRED
|
PRICE
PER SHARE ($)
|
|
1/01/11
|
41,073
|
N/A
|
SCHEDULE
C
FARALLON CAPITAL MANAGEMENT,
L.L.C.
|
TRANSFER DATE
|
NO.
OF SHARES
TRANSFERRED
|
PRICE
PER SHARE ($)
|
|
1/01/11
|
970,671*
|
N/A
|
*
Transferred to FCOI II.
EXHIBIT
INDEX
|
EXHIBIT
13
|
Joint
Acquisition Statement Pursuant to Section 240.13d-1(k)
|
|
EXHIBIT
14
|
Power
of Attorney for John R. Warren
|
EXHIBIT
13
to
SCHEDULE
13D
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION
240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is
inaccurate.
Dated: January
11, 2011
/s/ Monica R.
Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
As the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON
CAPITAL (AM) INVESTORS, L.P.
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
FARALLON
CAPITAL MANAGEMENT, L.L.C.
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Richard B. Fried,
Daniel J. Hirsch, Davide Leone, Michael G. Linn, Douglas M. MacMahon, Stephen L.
Millham, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, Thomas F.
Steyer, John R. Warren and Mark C. Wehrly
EXHIBIT
14
to
SCHEDULE
13D
POWER OF
ATTORNEY
The
undersigned hereby appoints each of Monica R. Landry, Thomas F. Steyer and Mark
C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and
file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G,
any amendments thereto or any related documentation (together the “
Filing
Documentation
”) which may be required to be filed in his or her
individual capacity as a result of the undersigned’s position as managing member
of Farallon Capital Management, L.L.C. and/or Farallon Partners, L.L.C., and
granting unto each said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing which he or she might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof. The
authority of each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly under
this Power of Attorney shall continue with respect to the undersigned until the
undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless
revoked earlier in writing. The undersigned hereby revokes any and all prior
Powers of Attorney executed by the undersigned in his or her capacity as a
managing member of Farallon Capital Management, L.L.C. and/or Farallon Partners,
L.L.C. with respect to the execution and filing of Filing
Documentation.
Date: January
1, 2011
By:
/s/ John R.
Warren
Name: John R. Warren