| (a) | This Schedule 13D is being filed by each of:
(i) Liberty 77 Capital L.P. (the "Liberty Manager"), a Delaware limited partnership and investment manager of the Liberty Funds;
(ii) Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership;
(iii) Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership (together with Liberty 77 Fund L.P., the "Liberty Funds");
(iv) Liberty 77 Capital Partners L.P. (the "Liberty Manager GP"), a Delaware limited partnership and the general partner of the Liberty Manager;
(v) Liberty Capital L.L.C., a Delaware limited liability company and the general partner of the Liberty Manager GP;
(vi) STM Partners LLC, a Delaware limited liability company which indirectly controls the Liberty Manager and the general partner of the Liberty Funds;
(vii) Steven T. Mnuchin ("Secretary Mnuchin"), an individual and citizen of the United States and president of STM Partners LLC,
each person or entity listed in clauses (i) - (vii), a "Reporting Person" and, collectively, the "Reporting Persons." |
| | On January 26, 2026, the Liberty Manager and the Liberty Funds (each, a "Liberty Party," and together, the "Liberty Parties") entered into a Governance, Standstill and Voting Agreement (the "Standstill Agreement"), with the Issuer and MHR Fund Management LLC and affiliated funds (together, "MHR Fund Management").
The Standstill Agreement provides that the Issuer shall appoint Secretary Mnuchin as a Liberty Party designated director (the "New Liberty Director") to the Issuer's Board of Directors (the "Board"), which became effective as of January 26, 2026, and will include Secretary Mnuchin on its slate of director nominees at the next annual meeting of shareholders and any subsequent annual meetings of shareholders, so long as the Liberty Parties continue to beneficially own at least five percent (5%) of the Issuer's outstanding common shares and Secretary Mnuchin continues to satisfy all applicable nomination requirements under the Issuer's governance documents and applicable law.
The Standstill Agreement requires each of the Liberty Parties and MHR Fund Management to vote all of the Issuer's common shares owned by them (together with certain of their affiliates) in favor of each of the other's respective nominees to the Board, subject to certain exceptions set forth in the Standstill Agreement.
The Standstill Agreement further provides that, for the period beginning on the date of the agreement and continuing until the one-year anniversary of the date that any New Liberty Director that is appointed in accordance with the Standstill Agreement is not serving on the Board, none of the Liberty Parties and MHR Fund Management will, subject to permitted exceptions, engage in customary standstill actions, including increasing their ownership in the Issuer above 17.5%, making unsolicited proposals, launching proxy contests, forming groups, or otherwise participating in activities that could challenge or circumvent the Issuer's governance structure. The Standstill Agreement also includes customary limitations on derivative or hedging transactions, and prohibitions on certain coordinated actions, and provides for the automatic termination of these restrictions in certain circumstances, including the Issuer's entry into a definitive agreement for extraordinary transactions described in the Standstill Agreement.
The Standstill Agreement also provides the Liberty Parties with pre-emptive rights and registration rights, in each case, consistent with the rights included in that certain Investor Rights Agreement, dated as of May 6, 2025, by and among the Issuer, MHR Fund Management, Liberty Global Ventures Limited and Liberty Global Ltd. (collectively, "Liberty Global") and those certain Registration Rights Agreements with each of MHR Fund Management and Liberty Global, dated as of May 6, 2025, respectively, as well as certain "most favored nations" provisions to both the Liberty Parties and MHR Fund Management that terminate once the parties own fewer than 20,000,000 of the Issuer's common shares.
The summary of the Standstill Agreement set forth above is qualified in its entirety by reference to the complete terms and conditions of the Standstill Agreement, which is filed as Exhibit 2 hereto and is incorporated herein by reference.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. As such, the Reporting Persons may, subject to the terms of the Standstill Agreement, increase or decrease their investment position in the open market or in privately negotiated transactions, including transactions directly with the Issuer, depending upon their evaluation of the Issuer's business, prospects, financial condition and results of operations, the market for the Common Shares or other securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above and subject to the terms of the Standstill Agreement, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Shares or other securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, including the Common Shares. Any actions the Reporting Persons might undertake may be made at any time, and from time to time, without prior notice, and will be dependent upon their review of numerous factors, including but not limited to, an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Consistent with the Standstill Agreement, the Reporting Persons may engage in communications with, without limitation, one or more stockholders of the Issuer, management of the Issuer and/or one or more members of the Issuer's board of directors and may make suggestions or proposals concerning the Issuer's operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer. |
| (a) | References to percentage ownership of the Common Shares in this Schedule 13D are based on 289,729,314 Common Shares outstanding as of November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2025. The Reporting Persons may be deemed to constitute a "person" or "group" within the meaning of Section 13(d)(3) of the Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group. By virtue of the fact that (i) the Common Shares reported herein are directly beneficially owned by the respective Liberty Funds, (ii) the Liberty Manager is the investment manager of the Liberty Funds, (iii) the Liberty Manager GP is the general partner of the Liberty Manager, (iv) Liberty Capital L.L.C. is the general partner of the Liberty Manager GP, (v) STM Partners LLC indirectly controls the Liberty Manager and the general partner of the Liberty Funds, and (vi) Secretary Mnuchin is the president of STM Partners LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Common Shares owned of record by Liberty 77 Fund L.P. and Liberty 77 Fund International L.P. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Common Shares indicated on row (11) on such Reporting Person's cover page included herein, or the approximate percentage of the aggregate amount of Common Shares indicated on row (13) on such Reporting Person's cover page included herein.
The beneficial ownership information set forth herein does not include any securities of the Issuer beneficially owned by MHR Fund Management and its related parties. Based on a Schedule 13D amendment filed with the Securities and Exchange Commission on January 27, 2026 by MHR Fund Management, MHR Fund Management and related parties beneficially own an aggregate of 37,920,093 Common Shares (approximately 13.1% of the total number of Common Shares outstanding). Each Reporting Person disclaims beneficial ownership of the securities beneficially owned by MHR Fund Management and its related parties. This Statement is not an admission or acknowledgment that the Reporting Persons constitute a "group" within the meaning of Section 13(d)(3) under the Act with any of MHR Fund Management and its related parties. |
