UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Overseas Shipholding Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
69036R103
(CUSIP Number)
Mr. Scott B. Bernstein
Caxton Associates LP
731 Alexander Road, Bldg. 2
Princeton, NJ 08540
(212) 303-6571
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 5, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which 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).
CUSIP No. 69036R103
(1) Names of Reporting Persons.
I.R.S. Identification No. of above person (entity only).
Caxton International Limited
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |X|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power
0
(8) Shared Voting Power
10,885,235
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
10,885,235
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,486,841 (1)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
12.61% (2)
(14) Type of Reporting Person (See Instructions)
CO
(1) For reporting purposes, the aggregate amount of Class A Common Stock
(as defined below) of Overseas Shipholding Group, Inc. deemed to be
beneficially owned by the Reporting Persons (named herein) is calculated
based on an aggregate of 10,885,235 shares of Class A Common Stock and
32,601,606 shares of Class A Common Stock issuable upon the exercise of
32,601,606 Warrants (as defined below), in each case held by Reporting
Persons as of August 5, 2014. The Warrants may be exercised only with
the consent of Overseas Shipholding Group, Inc. and are subject to certain
restrictions set out in the terms of the Warrants and the organizational
documents of Overseas Shipholding Group, Inc.
(2) The applicable percentages of Overseas Shipholding Group, Inc.
beneficially owned by Reporting Persons as shown herein is computed
based on an aggregate of 312,315,369 shares of Common Stock, par value
$0.01 per share, as well as 32,601,606 Warrants (as defined below),
in each case, outstanding as of August 5, 2014, as confirmed by counsel
for Overseas Shipholding Group, Inc.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Caxton Associates LP
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Source of Funds (See Instructions)
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power
0
(8) Shared Voting Power
10,885,235
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
10,885,235
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,486,841 (3)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
12.61% (4)
(14) Type of Reporting Person (See Instructions)
PN, IA
(3) See Footnote 1.
(4) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Canterbury Holdings (USA) LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Source of Funds (See Instructions)
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power
0
(8) Shared Voting Power
10,885,235
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
10,885,235
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,486,841 (5)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
12.61% (6)
(14) Type of Reporting Person (See Instructions)
OO
(5) See Footnote 1.
(6) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Canterbury Holdings Limited
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Source of Funds (See Instructions)
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power
0
(8) Shared Voting Power
10,885,235
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
10,885,235
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,486,841 (7)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
12.61% (8)
(14) Type of Reporting Person (See Instructions)
OO
(7) See Footnote 1.
(8) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Law, Andrew E.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Source of Funds (See Instructions)
AF
(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
10,885,235
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
10,885,235
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,486,841 (9)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
12.61% (10)
(14) Type of Reporting Person (See Instructions)
IN
(9) See Footnote 1.
(10) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Agnes III, Peter W.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Source of Funds (See Instructions)
AF
(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 of America
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power
0
(8) Shared Voting Power
10,885,235
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
10,885,235
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,486,841 (11)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
12.61% (12)
(14) Type of Reporting Person (See Instructions)
IN
(11) See Footnote 1.
(12) See Footnote 2.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and supplemented
by the following:
This Amendment 1 to Schedule 13D relates to the shares of Class
A Common Stock, par value $.01 per share ("Class A Common Stock"),
of Overseas Shipholding Group, Inc., a corporation organized under
the laws of the State of Delaware ("OSG" or the "Issuer"), and
warrants exercisable for Class A Common Stock ("Warrants", and
collectively with the Class A Common Stock, the "Securities").
The principal executive office of the Issuer is located at 1301
Avenue of the Americas, New York, NY 10019.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and replaced
by the following:
(a) This Statement on Schedule 13D is being filed by:
(a) Caxton International Limited, a corporation organized under the
laws of the British Virgin Islands ("Caxton International");
(b) Caxton Associates LP, a limited liability partnership formed
under the laws of the State of Delaware ("Caxton");
(c) Canterbury Holdings (USA) LLC, a limited liability company
formed under the laws of the State of Delaware ("Canterbury USA");
(d) Canterbury Holdings Limited, a company formed under the laws
of Guernsey ("Canterbury Guernsey");
(e) Andrew E. Law, an individual who is a citizen of the United
Kingdom ("Law"); and
(f)Peter W. Agnes III, an individual who is a citizen of the United
States of America ("Agnes").
(b)
(a) The address of Caxton International is Maple Corporate Services
(BVI) Ltd. Kingston Chambers, P.O. Box 173, Road Town, Tortola, B.V.I.
(b) The address of Caxton is 731 Alexander Road, Bldg. 2, Princeton,
NJ 08540.
(c) The address of Canterbury USA is 500 Park Avenue, New York,
NY 10022.
(d) The address of Canterbury Guernsey is Trust Corporation of
the Channel Islands Limited Roseneath, The Grange, St. Peter Port,
Guernsey.
(e) The address of Law is c/o Caxton Associates LP, Attention
Scott B. Bernstein, General Counsel, 731 Alexander Road, Bldg. 2,
Princeton, NJ 08540.
(f) The address of Agnes is c/o Caxton Associates LP, Attention
Scott B. Bernstein, General Counsel, 731 Alexander Road, Bldg. 2,
Princeton, NJ 08540.
(c)
(a) Caxton International is engaging in trading and investing in
international currency, financial and commodity interests and
securities, as well as other investments.
(b) Caxton is a New York-based trading and investment firm.
(c) Canterbury USA is the general partner of Caxton.
(d) Canterbury Guernsey is the sole member of Canterbury USA.
(e) Law is the Chairman and Chief Executive Officer of Caxton and
the sole shareholder of Canterbury Guernsey.
(f) Agnes is a Partner and Portfolio Manager of Caxton.
(d) None of Caxton International, Caxton, Canterbury USA, Canterbury
Guernsey, Law or Agnes has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during
the last five years.
(e) None of Caxton International, Caxton, Canterbury USA, Canterbury
Guernsey, Law or Agnes has been, during the last five years, a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f)
(a) Caxton International is a corporation organized under the
laws of the British Virgin Islands.
(b) Caxton is a limited liability partnership formed under the laws
of the State of Delaware.
(c) Canterbury USA is a limited liability company formed under the
laws of the State of Delaware.
(d) Canterbury Guernsey is a company formed under the laws of Guernsey.
(e) Law is a citizen of the United Kingdom.
(f) Agnes is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented
by the following:
As more fully described in Item 4 below, Caxton International is
the record and/or beneficial owner of 10,885,235 shares of Class
A Common Stock and 32,601,606 Warrants, which were purchased from
OSG in accordance with the terms of the ECA (as defined below).
The aggregate purchase price for such acquired Class A Common Stock
and Warrants was $128,706,437, and was paid out of Caxton
International's working capital.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented,
as applicable, by the following:
OSG entered into an Equity Commitment Agreement, dated as of May 2,
2014, as amended by Amendment Number 1 thereto, dated as of May 20,
2014, and as further amended by Amendment Number 2 thereto, dated
as of May 23, 2014 (as so amended, the "ECA"), with Caxton
International and each of the other respective Commitment Parties
named therein (each a "Commitment Party"). The ECA was terminated on
August 5, 2014 in connection with the consummation of the Plan
(as defined below).
Pursuant to the ECA, OSG agreed, in connection with the consummation
of a chapter 11 plan of reorganization (the "Plan"), to issue and
distribute its common stock and/or warrants to any person who held
shares of OSG's common stock as of a certain date and who elected
to exercise subscription rights in accordance with procedures approved
by the Bankruptcy Court (the "Rights Offering Procedures").
Pursuant to the ECA, each Commitment Party, severally and not jointly,
agreed with OSG to back-stop, or cause its designees to back-stop,
certain securities underlying the subscription rights that were not
exercised in accordance with the Rights Offering Procedures.
In addition, each Commitment Party agreed to purchase certain
additional securities offered by the Issuer to such Commitment Party.
As consideration for the foregoing back-stop commitment, OSG paid a
certain premium in the form of securities to each Commitment Party.
Whether issued upon the valid exercise of the subscription rights or
otherwise in accordance with the ECA, the securities were offered,
sold, issued and distributed without registration under the Securities
Act of 1933 (the "Securities Act") on August 5, 2014.
Pursuant to the ECA, on August 5, 2014, Caxton International purchased
and received an aggregate amount of 10,885,235 shares of Class A Common
Stock and 32,601,606 Warrants for an aggregate purchase price of
$128,706,437. As noted above, the ECA was terminated on August 5,
2014 in connection with the consummation of the Plan.
OSG entered into a Registration Rights Agreement, dated as of May 2,
2014, as amended by Amendment Number 1 thereto, dated as of May 23,
2014 (as so amended, the "Registration Rights Agreement"), with Caxton
International and each of the other respective Commitment Parties,
setting out, among other things, the registration rights of each
Commitment Party. Pursuant to the Registration Rights Agreement,
OSG is required to register, on a registration statement to be filed
with the U.S. Securities and Exchange Commission (the "SEC"), the
resale of certain Class A Common Stock and Warrants for the benefit
of the Reporting Parties and others
The summaries of the ECA and Registration Rights Agreement set out
in this Amendment 1 to Schedule 13D do not purport to be complete
and are qualified in their entirety by reference to the complete
text of such agreements and amendments thereto, which are available
electronically on the internet website of the Issuer's claims agent
Kurtzman Carson Consultants, LLC, at http://www.kccllc.net/osg.
Information set out on the foregoing web site or filed with the
Bankruptcy Court shall not be deemed to be part of or incorporated
by reference into this Amendment 1 to Schedule 13D.
Caxton International acquired OSG's securities in the belief that
the shares are an attractive investment and were under-valued.
The Reporting Parties from time to time may enter into discussions
with directors of the Issuer, one or more of management, other
shareholders (including but not limited to other Commitment
Parties) or investors, or third parties in connection with the
Reporting Parties' investment in the Issuer as well as involving
the Issuer's business, strategies and other matters related to
the Issuer. These discussions may include reviewing options or
making proposals for enhancing or maximizing shareholder value
through various strategic alternatives, including, among others,
changes to the capitalization, ownership structure, operations,
or Certificate of Incorporation or Bylaws of the Issuer or any of
its affiliates, or any strategic transaction or similar opportunities.
The Reporting Parties also may explore increasing their ownership
position in the Issuer or any of its affiliates through an acquisition
of stock or other investments from other stockholders or otherwise.
The Reporting Parties also may elect not to engage with directors or
officers of the Issuer and maintain a passive investment in the Issuer.
The Reporting Parties intend to review their respective investment
in the Issuer on a continuing basis and may from time to time and
at any time in the future depending on various factors, including,
without limitation, the outcome of any discussions referenced above,
the Issuer's financial position and strategic direction, actions taken
by the board and/or management, price levels of the Issuer's (or that of
any of its affiliates) common stock and/or other instruments, other
investment opportunities available to the Reporting Persons, conditions
in the securities market and general economic and industry conditions,
take such actions with respect to the investment in the Issuer as they
deem appropriate, including: (i) acquiring additional common stock
and/or other equity, warrants, debt, notes, other securities, or
derivatives or other instruments that are based upon or relate to
the value of the common stock of the Issuer and/or any of its affiliates
(collectively, "OSG Securities") in the open market or otherwise; (ii)
disposing of any or all of their OSG Securities in the open market
or otherwise; (iii) engaging in any hedging or similar transactions
with respect to the OSG Securities; or (iv) proposing or considering
one or more of the actions described in subsections (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and replaced by the following:
(a)
(a) The aggregate amount of OSG Class A Common Stock deemed to be
beneficially owned by Caxton International is 43,486,841 shares,
based on 10,885,235 shares of Class A Common Stock outstanding
and 32,601,606 shares of Class A Common Stock representing the
shares issuable upon exercise of 32,601,606 Warrants. Accordingly,
the percentage of the outstanding Class A Common Stock reported
herein as beneficially owned by Caxton International is
approximately 12.61%.
(b) The aggregate amount of OSG Class A Common Stock deemed to be
beneficially owned by Caxton International is 43,486,841 shares,
based on 10,885,235 shares of Class A Common Stock outstanding
and 32,601,606 shares of Class A Common Stock representing the shares
issuable upon exercise of 32,601,606 Warrants. Caxton, as the trading
advisor to Caxton International, has voting and dispositive power
with respect to Caxton International and, as a result, may be deemed
to beneficially own the 43,486,841 shares, representing approximately
12.61%.
(c) The aggregate amount of OSG Class A Common Stock deemed to be
beneficially owned by Caxton International is 43,486,841 shares,
based on 10,885,235 shares of Class A Common Stock outstanding and
32,601,606 shares of Class A Common Stock representing the shares
issuable upon exercise of 32,601,606 Warrants. Canterbury USA is
the general partner of Caxton, the trading advisor to Caxton
International, and, as a result, may be deemed to beneficially
own the 43,486,841 shares, representing approximately 12.61%.
(d) The aggregate amount of OSG Class A Common Stock deemed to be
beneficially owned by Caxton International is 43,486,841 shares,
based on 10,885,235 shares of Class A Common Stock outstanding and
32,601,606 shares of Class A Common Stock representing the shares
issuable upon exercise of 32,601,606 Warrants. Canterbury Guernsey
is the sole member of Canterbury USA, the general partner of Caxton,
and, as a result, may be deemed to beneficially own the 43,486,841
shares, representing approximately 12.61%.
(e) The aggregate amount of OSG Class A Common Stock deemed to be
beneficially owned by Caxton International is 43,486,841 shares,
based on 10,885,235 shares of Class A Common Stock outstanding and
32,601,606 shares of Class A Common Stock representing the shares
issuable upon exercise of 32,601,606 Warrants. Law is the Chairman
and Chief Executive Officer of Caxton and the sole shareholder of
Canterbury Guernsey and, as a result, may be deemed to beneficially
own the 43,486,841 shares, representing approximately 12.61%.
(f) The aggregate amount of OSG Class A Common Stock deemed to be
beneficially owned by Caxton International is 43,486,841 shares,
based on 10,885,235 shares of Class A Common Stock outstanding and
32,601,606 shares of Class A Common Stock representing the shares
issuable upon exercise of 32,601,606 Warrants. Agnes is a Partner
and Portfolio Manager of Caxton and, as a result, may be deemed
to beneficially own the 43,486,841 shares, representing approximately
12.61%.
The applicable percentages of Overseas Shipholding Group, Inc.
beneficially owned by Reporting Persons as shown herein is computed
based on an aggregate of 312,315,369 shares of Common Stock, par value
$0.01 per share, as well as 32,601,606 Warrants, in each case
outstanding as of August 5, 2014, as confirmed by counsel for Overseas
Shipholding Group, Inc.
(b)
(a) Number of shares as to which Caxton International has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 10,885,235
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition:10,885,235
(b) Number of shares as to which Caxton has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 10,885,235
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition:10,885,235
(c) Number of shares as to which Canterbury USA has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 10,885,235
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition:10,885,235
(d) Number of shares as to which Canterbury Guernsey has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 10,885,235
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition:10,885,235
(e) Number of shares as to which Law has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 10,885,235
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition:10,885,235
(f) Number of shares as to which Agnes has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 10,885,235
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition:10,885,235
Neither the filing of this or any Amendment to the Schedule 13D, the
Schedule 13D nor any of its contents shall be deemed to constitute an
admission on the part of Caxton, Canterbury USA, Canterbury Guernsey,
Law or Agnes that such person is the beneficial owner of the Class A
Common Stock (including but not limited to shares of Class A Common
Stock representing shares issuable upon exercise of Warrants) referred
to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934 or for any other purpose.
(c) None of the Reporting Parties has engaged in any transaction during
the past 60 days in any shares of Class A Common Stock.
(d) Caxton International has the right to receive dividends from, and
the proceeds from the sale of, the Class A Common Stock referred to
in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by the following:
As described above in Item 4, pursuant to the terms of the
Registration Rights Agreement, OSG is required to register,
on a registration statement to be filed with the SEC, the resale
of certain Class A Common Stock and Warrants for the benefit of the
Reporting Parties and other parties.
Caxton International holds Warrants to purchase Class A Common
Stock, which Warrants are subject to certain restrictions.
Under the terms of the Warrants, the exercise of the Warrants
is subject to the consent of OSG and is subject to certain
restrictions set out in OSG's organizational documents.
Caxton International's Warrants are exercisable for 32,601,606
shares of Class A Common Stock. The number of shares of Class
A Common Stock issuable upon exercise of the Warrants is subject
to usual and customary adjustments for stock splits, stock
combinations and similar transactions. For reporting purposes,
the Reporting Parties may also be deemed to beneficially own the
shares of Class A Common Stock underlying the Warrants.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by the following:
(1) Agreement of Joint Filing pursuant to Rule 13(d)-1(k)
(filed as Exhibit 1 to the Reporting Parties' Schedule 13D,
dated June 9, 2014, and incorporated herein by reference).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Caxton International Limited
Date: 8/7/2014 By: /s/ Joseph Kelly
Joseph Kelly
Vice President & Treasurer
Date: 8/7/2014 By: /s/ Maxwell Quin
Maxwell Quin
Vice President & Secretary
Caxton Associates LP
Date: 8/7/2014 By: /s/ Scott B. Bernstein
Scott B. Bernstein
Senior Vice President,
General Counsel & Secretary
Canterbury Holdings (USA) LLC
Date: 8/7/2014 By: /s/ Scott B. Bernstein
Scott B. Bernstein
Secretary
Canterbury Holdings Limited
Date: 8/7/2014 By: /s/ Ajay Mehra
Ajay Mehra on behalf of
Andrew E. Law, as sole director,
as attorney-in-fact
Andrew E. Law
Date: 8/7/2014 By: /s/ Ajay Mehra
Ajay Mehra on behalf of
Andrew E. Law,
as attorney in fact
Peter W. Agnes III
Date: 8/7/2014 By: /s/ Peter W. Agnes III
Peter W. Agnes III