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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTST

Week Ending October 21, 2016

SYMBOL COMPANY INVESTOR

ACW Accuride Corp Coliseum Capital

AHP Ashford Hospitality Prime Sessa Capital

CDI CDI Corp Radoff/Schechter

CYAN Cyanotech Corp Meridian OHC Partners

DEPO DepoMed Starboard Value

ESL Esterline Technologies First Pacific Advisors

FARM Farmer Brothers Co Richard Farmer

FRGI Fiesta Restaurant Group JCP/Bandera/Radoff/Schechter

FTF Franklin Lmt. Duration Trust Saba Capital

FVE Five Star Quality Care Senior Star Management

MFRI MFRI, Inc. Carl Dinger

NYRT New York REIT, Inc. WW Investors

REED Reed’s, Inc. Committee to Rescue Reed’s

STC Stewart information Services Starboard Value

HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and

investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous

institutional investors, CEOs and board members worldwide. HFS also administers The Official Activist Investing Blog™, the definitive source for activist shareholder information.

Catalyst Investment Research™ is a portfolio of activist investing research products that combine company-specific shareholder activism research with deep value investment analysis and access to industry insiders.

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Accuride Corp. (ACW)

Activist Investor: Coliseum Capital

Investor Info Catalyst Info

Shares 9,176,694 Catalyst: On October 21, 2016 Coliseum Capital issued a press release urging stockholders to vote against Crestview

Partners' proposed merger with ACW

https://www.sec.gov/Archives/edgar/data/817979/000089534516000573/wddfan14a-accuride_coliseum.htm

Comment: We initially covered ACW on December 20, 2012 when the company appointed one representative from Cetus

Capital (14.68% shareholder at the time) to board.

On May 25, 2016 Coliseum Capital changed its filing status from "passive" to "active" and disclosed it owns

52.5M of the company's 9.5% first lien bonds

On October 6, 2016 Coliseum Capital issued a press release stating that the proposed sale of the company for

$2.58/share undervalues the business, is the wrong strategic choice, and is not in the best interest of

shareholders https://www.sec.gov/Archives/edgar/data/817979/000089534516000557/ex-2_accuride.htm

% Outstanding 19.0%

Cost Basis 2.86

Company Info

Share Price 2.49

Revenue 641M

Market Cap 120M

Enterprise Value 408M

Net Cash -288M

EBITDA 70M

52 wk. range 0.74 – 3.19

EV/EBITDA 6.0

Continue to Next Page

https://www.sec.gov/Archives/edgar/data/817979/000089534516000573/wddfan14a-accuride_coliseum.htm

https://www.sec.gov/Archives/edgar/data/817979/000089534516000557/ex-2_accuride.htm



Ashford Hospitality Prime (AHP)

Activist Investor: Raging Capital


Shares 2,210,427 Catalyst: On October 17, 2016 Sessa reported reducing its ownership from 9.1% to 8.6% in anticipation of the Company

repurchasing shares (AHP's articles of incorporation limit ownership to 9.8%). Sessa also disclosed that AHP's

Chairman/CEO intends to bring a defamation suit against Sessa for statements made during the proxy contest.

Comment: We initially covered AHP on September 2, 2014 when Sessa Capital sent a letter to the board expressing

concern about the board's historical approval of shareholder un-friendly actions and requested they disclose

the possible termination fee payable to the company's advisor (an entity associated with the company's

chairman) in the event of a sale.

On December 10, 2015 Sessa Capital sent a letter to AHP expressing continued concern over the handling of

AHP's strategic alternatives review, including the outsized termination fee. On January 7, 2016 Sessa Capital

sent a letter to AHP stating that they now believe that a sale of the company is the preferred outcome of the

company's previously announced strategic alternatives process. On January 14, 2016 Sessa Capital nominated

five people to take control of AHP's board. On February 2, 2016 Sessa Capital commented on ASP's sale of

13.3% voting rights to the Company's Chairman, Chairman's father and others, stating, "when faced with a

proxy fight, Ashford Prime’s incumbent directors sold nearly 13.3% of the Company’s voting stock to a group

of predominantly insiders for $43,750. On February 4, 2016 Sessa Capital announced it is suing AHP over the

Company's recent issuance of stock to insiders during its proxy contest. On February 16, 2016 Sessa Capital

issued a press release and sent a letter to the NYSE protesting potential violations of NYSE rules by AHP

relating to the Company's announced sale of up to 13.3% of AHP's voting interest.

On February 29 Rambleside Holdings issued two letters advocating for the company to examine strategic

alternatives. https://finance.yahoo.com/news/rambleside-calls-ashford-hospitality-trust-120000613.html

On April 14, 2016 Sessa Capital issued a letter to shareholders seeking support for its five director candidates.

On April 20, 2016 the Weisman Group disclosed a 5.24% "active" stake at an avg. $12.68/share and

announced it may discuss taking the company private with management.

On May 10, 2016 Sessa Capital issued a press release highlighting AHP's corporate governance weakness and

urged shareholders to support its five director candidates. On May 23, 2016 AHP announced a federal court

has disqualified Sessa's nominees as unable to run for election. On May 31 AHP sent a letter to Sessa Capital

announcing it is still receptive to a settlement

On June 8, 2016 AHP received an unsolicited proposal from The Weisman Group for $20.25/share for the

common stock and $25/share for the preferred

On June 14, 2016 Sessa Capital issued a press release stating that "Despite running in an uncontested election

as a result of the board’s decision to disqualify Sessa Capital’s nominees, Ashford Prime’s entire board

received an unprecedented rebuke in which not a single director was affirmatively chosen by shareholders to

retain his or her seat." Sessa Capital intends to seek a new election.

On July 1, 2016 AHP filed a motion for contempt against Sessa for issuing two press releases urging

shareholders to withhold their votes for directors after a Texas Court enjoined the investment firm from

soliciting shareholders for its 2016 annual meeting. As of August 31, 2016 Sessa's ownership has increased

from 8.2% to 9.1% as a result of share repurchases. Sessa continues to express concern about the company's

governance, including several "flawed" changes the company recently made to (i) the separation of Chair/CEO

and (ii) the adoption of a majority vote standard.

On October 6, 2016 Raging Capital disclosed a 7.9% position and said they have met with management and the

board on October 4 to discuss ways to enhance shareholder value.

Legal counsel to Raging Capital

Proxy Solicitor to Sessa Capital

% Outstanding 8.6%

Cost Basis Not Avail

Company Info

Share Price 13.67

Revenue 387M

Market Cap 416M


Net Cash -640M

EBITDA 82M

52 wk. range 8.37 – 17.64

EV/EBITDA 12.1

https://finance.yahoo.com/news/rambleside-calls-ashford-hospitality-trust-120000613.html



CDI Corp. (CDI)

Activist Investor: Radoff/Schechter


Shares 1,353,372 Catalyst: Radoff/Schechter increased their ownership to 7.3%

Comment: We initially covered CDI on September 28, 2016 when Radoff/Schechter disclosed a 6% ownership stake and

announced they have been communicating with the board about corporate governance and strategy.

Legal counsel to Radoff/Schechter

% Outstanding 7.3%

Cost Basis 5.51

Company Info

Share Price 6.25

Revenue 941M

Market Cap 116M


Net Cash -20M

EBITDA -2M

52 wk. range 4.31 – 8.81

EV/EBITDA Negative

Cyanotech Corp. (CYAN)

Activist Investor: Meridian OHC Partners


Shares 749,610 Catalyst: Meridian provided more background on its governance concerns regarding CYAN's Chairman and its two

largest shareholders

https://www.sec.gov/Archives/edgar/data/768408/000144586616002761/meridian13d10182016.htm

Comment: We initially covered CYAN on May 10, 2016 when Meridian disclosed a 12.94% "active" stake and expressed

its concern about the company's recent announcement to replace the CEO and potential change in strategy.

Meridian expressed disappointment in CYAN's Chairman and urged the other board members to "out-vote" him

on matters considered by the board.

On May 25, 2016 Meridian announced it had filed a derivative action against the company claiming that the

chairman breached his fiduciary duty.

https://drive.google.com/open?id=0B8MjSICzQPrKaEZrTEtHdXQtQUU

On July 26, 2016 Meridian expressed concern about CYAN re-nominating a director even though he has been

accused of improprieties.


On October 6, 2016 Meridian highlighted a number of securities reporting deficiencies between CYAN's

chairman (who owns 19.5%) and the Rudolph Steiner Foundation (RSF) who owns another 13.5%, claiming

the two parties have been acting as an undisclosed "group".

% Outstanding 13.3%


Company Info

Share Price 3.75

Revenue 32M

Market Cap 21M


Net Cash -6M

EBITDA 1M

52 wk. range 3.32 – 6.14

EV/EBITDA 21.4



https://drive.google.com/open?id=0B8MjSICzQPrKaEZrTEtHdXQtQUU




DepoMed Inc. (DEPO)

Activist Investor: Starboard Value Fund


Shares 6,015,000 Catalyst: On October 19, 2016 DEPO entered into a settlement agreement with Starboard to appoint three new directors.

https://www.sec.gov/Archives/edgar/data/1005201/000092189516005889/ex991to13da506297185_101916.htm

Comment: We initially covered DEPO on July 7, 2014 when Horizon Pharma offered $29.25/share for DEPO

On July 21, 2014 Horizon increased its offer to $33/share (valued approx. $2B in stock and cash) and said

DEPO indicated it would be more willing to discuss a deal at that price

On September 14, 2014 DEPO rejected Horizon's increased $2.4B offer

On August 3, 2015 Horizon announced plans to remove and replace DEPO’s directors through two special

meetings

On September 24, 2015 Horizon Pharma reminded shareholders that the Sept. 30 special meeting to remove

directors is fast approaching and disclosed a presentation outlining the benefits and considerations for

combining the two companies.

http://www.sec.gov/Archives/edgar/data/1005201/000119312515327920/d169393ddfan14a.htm

DEPO disputed the offer price, stating that the all-stock offer has a current value (as of Sept. 25, 2015) of

$21.64, not $33/share.

On April 7, 2016 Starboard disclosed a 9.8% "active" economic stake in DEPO (through stock (6.8%) and

cash-settled swaps) challenging the company on its plans to reincorporate from CA to DE, which effectively

removes several shareholder rights to call a special meeting. Starboard initiated a process to call a special

meeting to replace directors and issued a press release outlining its reasons why.

http://www.sec.gov/Archives/edgar/data/1005201/000092189516004070/dfan14a06297185_04082016.htm

On May 3, 2016 Starboard presented several slides on DEPO at an investment conference highlighting the

potential value of DEPO to an acquirer.

http://www.sec.gov/Archives/edgar/data/1005201/000092189516004338/ex991dfan14a06297185_050416.pdf

On May 26 Starboard demanded DEPO call a special meeting of shareholders to remove and replace six board

members.


On July 26, 2016 Starboard sent a letter to shareholders announcing the appointment of two new

Pharmaceutical Executive advisors, who will join Starboard's director slate at a special meeting to elect

directors.

https://www.sec.gov/Archives/edgar/data/1005201/000092189516005229/dfan14a06297185_07262016.htm

On September 19, 2016 Starboard delivered a letter to DEPO demanding they set a special meeting date (which

the company subsequently announced is Nov 15) and issued a letter to shareholder reiterating its belief that a

new board is required to represent the best interests of stockholders.


Legal counsel to Starboard Value

Proxy Solicitor to Horizon Pharma

% Outstanding 9.8%

Cost Basis 15.06

Company Info

Share Price 23.74

Revenue 437M

Market Cap 1.5B

Enterprise Value 2.1B

Net Cash -592M

EBITDA 139M

52 wk. range 12.25 – 27.02

EV/EBITDA 14.9

https://www.sec.gov/Archives/edgar/data/1005201/000092189516005889/ex991to13da506297185_101916.htm

http://www.sec.gov/Archives/edgar/data/1005201/000119312515327920/d169393ddfan14a.htm


http://www.sec.gov/Archives/edgar/data/1005201/000092189516004338/ex991dfan14a06297185_050416.pdf






Esterline Technologies (ESL)

Activist Investor: First Pacific Advisors


Shares 3,690,744 Catalyst: On October 19, 2016 ESL entered into a settlement agreement with First Pacific to add one new director.

https://www.sec.gov/Archives/edgar/data/33619/000119312516741068/d273062dex991.htm

Comment: We initially covered ESL on May 25, 2012 when Relational Investors disclosed a 6.6% "active" stake and

stated operational improvements may improve value but will fall short of the value of a sale

On December 12, 2012 ESL increased its board size from 9 to 11 and added 2 reps from Relational (Relational

no longer owns ESL)

On June 27, 2016 First Pacific Advisors changed its filing status from "passive" to "active" with a 12.6%

ownership position and announced it has been in conversations with the board and management regarding

board composition, business operations and strategic alternatives to promote long-term value.

On September 28, 2016 First Pacific Advisors agreed not to acquire additional shares of ESL until October 12,

2016 and will continue discussions regarding certain governance matters


% Outstanding 12.6%


Company Info

Share Price 74.00

Revenue 1.9B

Market Cap 2.2B


Net Cash -637M

EBITDA 232M

52 wk. range 45.12 – 96.44

EV/EBITDA 12.3

Farmer Brothers Co. (FARM)

Activist Investor: Richard Farmer


Shares 2,817,018 Catalyst: Richard Farmer (a co-trustee of the Farmer Family Trust with Carol Farmer) announced he has not authorized

the co-trustees of the Family trust to vote the shares held by Family Trust at the annual meeting and disclosed

his support for the Company's director nominees

Comment: We initially covered FARM on August 29, 2016 when Carol Farmer (23% shareholder through personal

ownership and as co-trustee of the Farmer Family Trust) sent a letter to the board expressing deep concern

about the company's CEO, the board's refusal to have a dialogue, management poor track record of value

creation, management's poor operating performance, management's poor capital allocation decisions, and the

board's numerous corporate governance shortfalls.

https://www.sec.gov/Archives/edgar/data/34563/000119380516003861/e615356_99-1.htm

On September 8, 2016 Carol Farmer nominated three individuals for election to the board.

On September 29, 2016 "Save Farmer Bros." issued a presentation seeking support for its three nominees

https://www.sec.gov/Archives/edgar/data/34563/000092189516005786/ex1todfan14a10901002_092916.pdf

Legal counsel to Carol Farmer

% Outstanding 16.8%


Company Info

Share Price 31.14

Revenue 544M

Market Cap 516M


Net Cash 45M

EBITDA 37M

52 wk. range 24.04 – 36.96

EV/EBITDA 12.6



https://www.sec.gov/Archives/edgar/data/34563/000119380516003861/e615356_99-1.htm




Fiesta Restaurant Group (FRGI)

Activist Investor: JCP; Bandera; Radoff; Schechter (the “Investment Group”)


Shares 1,665,121 Catalyst: FRGI sent a response to the Investors' request to settle a potential proxy contest by adding two new directors

and the declassification of the board. In the letter, FRGI said that entering into any settlement negotiations at

this time is inappropriate.

https://www.sec.gov/Archives/edgar/data/1461945/000119380516004114/e615492_ex99-1.pdf

Comment: We initially covered FRGI on September 16, 2016 when several investment funds formed a group with an

aggregate 6.2% ownership and disclosed their belief that significant operational and strategic opportunities

are available to enhance value.

Legal counsel to the Investment Group

% Outstanding 6.2%


Company Info

Share Price 27.33

Revenue 710M

Market Cap 729M


Net Cash -67M

EBITDA 95M

52 wk. range 20.15 – 40.74

EV/EBITDA 8.4

Franklin Limited Duration Income Trust (FTF)

Activist Investor: Saba Capital


Shares 4,032,405 Catalyst: On October 17, 2016 Saba issued a letter to FTF shareholders stating that failure to support Saba's proposal and

the election of its three candidates will result in shareholder losing a significant amount of money.

On October 20, 2016 Saba announced ISS has recommended FTF shareholders vote "For" Saba's nominees

https://www.sec.gov/Archives/edgar/data/1233087/000090266416008468/p16-1991dfan14a.htm

Comment: We initially covered FTF on March 4, 2016 when Saba Capital increased its ownership from a "passive" 9% to

an "active" 14.5%.

On April 20, 2016 Saba Capital sent a shareholder proposal to FTF requesting that the Board consider

authorizing a self-tender for all outstanding shares at or close to net asset value; provided, however, if more

than 50% of the outstanding shares are submitted for tender, the tender offer should be cancelled and the

company should be liquidated or converted into an open-end mutual fund.

http://www.sec.gov/Archives/edgar/data/1233087/000090266416006780/p16-1112exhibit2.htm

On May 17, 2016 Saba Capital nominated three candidates for election to the board

Saba Capital issued a presentation it gave to ISS seeking support for its two director candidates


Legal counsel to Saba Capital

% Outstanding 15.03%

Cost Basis 11.52

Company Info

Share Price 12.38

Revenue Not Avail

Market Cap 332M

Enterprise Value Not Avail

Net Cash Not Avail

EBITDA Not Avail

52 wk. range 10.11 – 12.41

EV/EBITDA Not Avail

https://www.sec.gov/Archives/edgar/data/1461945/000119380516004114/e615492_ex99-1.pdf


http://www.sec.gov/Archives/edgar/data/1233087/000090266416006780/p16-1112exhibit2.htm




Five Star Quality Care, Inc. (FVE)

Activist Investor: William Thomas (Senior Star Management)


Shares 3,360,000 Catalyst: On October 17, 2016 Senior Star Management announced its intention to commence a tender offer for up to

10M shares at $3.45/share. Senior Star also delivered a written request to the Company in order to provide

required information for nominating directors to the board at the 2017 annual meeting.

Comment: We initially covered FVE on July 25, 2016 when William Thomas (Senior Star Management Company) sent a

letter to FVE shareholders expressing concern about board independence, recent transactions and management

fees. https://www.sec.gov/Archives/edgar/data/1159281/000101143816000527/exhibit_99-1.htm

Legal counsel to the Senior Star

% Outstanding 6.8%


Company Info

Share Price 2.93

Revenue 1.1B

Market Cap 145M


Net Cash 8M

EBITDA 33M

52 wk. range 1.65 – 3.98

EV/EBITDA 4.2

MFRI, Inc. (MFRI)

Activist Investor: Carl Dinger


Shares 424,127 Catalyst: Dinger disclosed a 5.63% "active" stake in MFRI and announced he has become disenfranchised with the stock

price performance and that the company should be sold.

% Outstanding 5.63%


Company Info

Share Price 8.15

Revenue 123M

Market Cap 61M


Net Cash -1M

EBITDA 10M

52 wk. range 4.84 – 8.37

EV/EBITDA 6.4


https://www.sec.gov/Archives/edgar/data/1159281/000101143816000527/exhibit_99-1.htm



New York REIT, Inc. (NYRT)

Activist Investor: WW Investors


Shares Not Avail Catalyst: NYRT entered into a settlement with WW Investors to add three new directors and to opt out of the MD

Unsolicited Takeover Act https://finance.yahoo.com/news/york-reit-reaches-settlement-ww-100000355.html

Comment: We initially covered NYRT on June 20, 2016 when WW Investors issued a shareholder presentation outlining

the reasons why they intend to vote against the proposed all-stock combination with JBG Properties. WW

Investors also announced plans to nominate a slate of directors to replace the current Board.


On June 27, 2016 WW Investors nominated five candidates for election to the board of NYRT


On June 29, 2016 WW Investors launched a website to support its campaign to elect 5 new directors

www.stockholderdocs.com/wwi-nyrt

On July 26, 2016 WW Investors issued a shareholder presentation seeking support to defeat the merger with

JBG Properties

https://www.sec.gov/Archives/edgar/data/1474464/000092189516005230/ex1dfan14a10982002_07262016.pdf

On August 29, 2016 WW Investors issued a press release demanding that the company give stockholders an

opportunity to approve a liquidation plan and vote on the election of directors to oversee the liquidation

process without delay.


On September 26, 2016 WW Investors issued a letter to NYRT's Chairman outlining the breakdown in the

process to resolve their dispute


On September 29, 2016 WW Investors issued a press release expressing disappointment in NYRT's failure to

hold Director elections at the upcoming special meeting and announced plans to submit a proposal to manage

NYRT's liquidation process.


On October 4, 2016 WW Investors (<1% shareholder) delivered a proposal to NYRT to manage the Company

during liquidation or on an ongoing basis if the liquidation is not approved.


On October 7, 2016 Bulldog sent a letter to NYRT's Chairman supporting the action to hold an annual meeting

to elect directors at the company's special meeting to vote on the Fund's liquidation.

Proxy Solicitor to WW Investors

% Outstanding <1%


Company Info

Share Price 9.74

Revenue 181M

Market Cap 1.6B


Net Cash -762M

EBITDA 67M

52 wk. range 8.79 – 11.90

EV/EBITDA 35.8


https://finance.yahoo.com/news/york-reit-reaches-settlement-ww-100000355.html



http://www.stockholderdocs.com/wwi-nyrt

https://www.sec.gov/Archives/edgar/data/1474464/000092189516005230/ex1dfan14a10982002_07262016.pdf







Reed’s (REED)

Activist Investor: Committee to Rescue Reed’s


Shares 894,284 Catalyst: The Committee to Rescue Reed's added a former Board member of REED to its investment group as it attempts

to elect five new directors

Comment: We initially covered REED on August 24, 2016 when The Committee to Rescue Reed's nominated five

candidates for election to the board. On October 11, 2016 the "Committee" issued a press release expressing

disappointment in the stalled process to settle the proxy contest.


Legal counsel to the Committee to Rescue Reed’s

% Outstanding 6.4%

Cost Basis 2.43

Company Info

Share Price 4.15

Revenue 46M

Market Cap 58M


Net Cash -11M

EBITDA -1M

52 wk. range 2.25 – 6.91

EV/EBITDA Negative

Stewart Information Services (STC)

Activist Investor: Starboard Value


Shares 2,315,000 Catalyst: STC entered into an agreement with Starboard to appoint two new directors and retain a search firm to search

for two new directors. https://www.sec.gov/Archives/edgar/data/94344/000157104916018858/t1602462_ex10-

1.htm. As a result, Foundation AM (5.6%) agreed to withdraw its consent solicitation.

https://www.sec.gov/Archives/edgar/data/94344/000092189516005881/ex991to13da1009647003_101716.pdf

Comment: We initially covered STC in on December 4, 2013 when Foundation Asset Management changed its filing status

from “passive” to “active” with a 5.7% ownership

On January 21, 2014 Foundation AM formed an investment group with Engine Capital and announced plans to

seek board representation. On February 12 STC entered into a settlement agreement with Foundation AM and

Engine Capital (together owning 8.5% for $28.49/sh). Under the terms of the agreement STC nominated two

new directors. STC also announced plans for $25M in cost reductions and a $70M share repurchase.

On February 26, 2015 Bulldog disclosed a 5% stake and said the company should eliminate the class B stock,

elect new directors and sell the business; Bulldog also nominated five candidates to the board.

http://www.sec.gov/Archives/edgar/data/94344/000150430415000017/EX-99.pdf

On March 12 Foundation AM sent a letter to the board highlighting why the company is undervalued and

encouraging the board to negotiate a settlement with Bulldog.

On March 30, 2015 STC entered into a settlement with Bulldog Investors (5.0%) to appoint one new director

and submit a proposal to convert the class B stock into common; Foundation AM (7.3%) supports the

agreement http://www.sec.gov/Archives/edgar/data/94344/000119312515109090/d899868dex101.htm

On June 14, 2016 Foundation issued a presentation to STC's Board explaining that the company remains

undervalued, undermanaged and underperforming its peers after four years of restructuring. Foundation

outlined the potential value creation available through an immediate sale of the business.

http://www.sec.gov/Archives/edgar/data/94344/000092189516004937/ex991to13da809647003_061416.pdf

On July 29, 2016 Foundation AM announced it is seeking to call a special meeting to replace two directors.

On August 8, 2016 Starboard disclosed a 9.9% "active" stake in STC

Legal counsel to Foundation Asset/Engine Capital

% Outstanding 9.9%


Company Info

Share Price 45.00

Revenue 2.0B

Market Cap 1.1B


Net Cash 71M

EBITDA 128M

52 wk. range 30.34 – 48.60

EV/EBITDA 7.6


https://www.sec.gov/Archives/edgar/data/94344/000157104916018858/t1602462_ex10-1.htm

https://www.sec.gov/Archives/edgar/data/94344/000157104916018858/t1602462_ex10-1.htm

https://www.sec.gov/Archives/edgar/data/94344/000092189516005881/ex991to13da1009647003_101716.pdf

http://www.sec.gov/Archives/edgar/data/94344/000150430415000017/EX-99.pdf

http://www.sec.gov/Archives/edgar/data/94344/000119312515109090/d899868dex101.htm

http://www.sec.gov/Archives/edgar/data/94344/000092189516004937/ex991to13da809647003_061416.pdf



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PLATINUM SPONSORS – Legal Advisers

Olshan Frome Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific

requirements and concerns of the firm’s clients. Olshan is widely recognized as a preeminent law firm in the activist

strategy area, and represents experienced activist investors, funds new to the activist area, as well as other

investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies,

from private negotiations with management to public, high profile proxy contests, including expertly and efficiently

handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers,

with extensive expertise in these matters. Olshan’s highly regarded attorneys provide a full range of legal services

and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing

activist investors today.

Contact:

Steve Wolosky, Partner

Email: [email protected]

Tel: +1 212.451.2333

Schulte Roth & Zabel LLP (SRZ), renowned for its shareholder activism practice, has served as longtime counsel

to influential activists and has been involved in some of the highest-profile campaigns facing the business world in

recent years. With over 375 lawyers in offices in New York, Washington, D.C., and London, SRZ has a long history

of serving private equity and hedge fund clients. In 2014, SRZ expanded its shareholder activism practice into the

United Kingdom, where the firm has had a London office since 2002. Serving both activist-only and occasional

activists, the firm has unparalleled expertise in the applicable corporate laws, securities laws and proxy rules on both

sides of the Atlantic. SRZ lawyers also handle investigations and litigations arising out of activists' activities.

Contact:

Marc Weingarten, Partner and Co-chair of SRZ's global Shareholder Activism Group


Tel: +1 212.756.2280

Eleazer Klein, Partner and Co-chair of SRZ's global Shareholder Activism Group


Tel: +1 212.756.2376






PLATINUM SPONSORS – Proxy Advisors

Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with

sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether

friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other

domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting

services on a wide range of matters, including executive compensation proposals, corporate governance issues and

investor relations.

Innisfree’s reputation derives from our success in complex and/or contested situations. Key to that success is our

ability to track, identify and understand the shifting dynamics of a company’s security-holder base and provide

battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this

refined, analytical based approach enables us to deliver the extraordinary results our clients expect.

Contact:

Arthur Crozier, Co-Chairman


Tel: +1 212.750.5837

MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance

consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York

City, Los Angeles, Palo Alto and London.

MacKenzie's services include corporate governance consulting, security holder solicitations, information agent

services for tender and exchange offers, beneficial ownership identification, market surveillance and associated

financial, investor and media relations services. We work in close partnership with our client's attorneys, investment

bankers and other consultants, providing advice and counsel at each stage of the transaction.

Contact:

Lawrence Dennedy, President


Tel: +1 212.929.5239



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