Explanation of Responses:
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(1)
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This Form 4 is being jointly filed by Levin Easterly Partners LLC ("Levin Easterly"), LE Partners Holdings LLC ("LEPH"), LE Partners Holdings II LLC ("LEPH II"), LE Partners Holdings III LLC ("LEPH III"), LE Partners Holdings IV LLC ("LEPH IV"), Darrell Crate ("Mr. Crate"), Avshalom Kalichstein ("Mr. Kalichstein"), John Murphy ("Mr. Murphy"), and Levin Capital Strategies, L.P. ("LCS") (collectively, the "Reporting Persons").
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(2)
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The Reporting Persons are voluntarily filing this Form 4 as a result of acquiring over 10% of the Issuer's outstanding shares of Common Stock. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be construed as an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any of the securities reported herein under Section 16 or otherwise. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
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(3)
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Shares held in certain separately managed accounts (the "LEP Managed Accounts"). Levin Easterly, as the investment manager to the LEP Managed Accounts, may be deemed to beneficially own such shares. Levin Easterly does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LEP Managed Accounts as Levin Easterly receives an asset-based management fee for serving as investment manager to the LEP Managed Accounts, except that with respect to 47,368 shares held in the LEP Managed Accounts, Levin Easterly receives a performance-based incentive fee. The performance-based incentive fee Levin Easterly receives also does not constitute a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act, as such fee is based on the performance of the overall account, over a period of one year or more, and the shares of the Issuer held in such accounts constitute nor more than 10% of the market value thereof.
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(4)
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For the reasons set forth above in footnote 3, none of LEPH, LEPH II, LEPH III, LEPH IV, Mr. Crate, Mr. Kalichstein and Mr. Murphy have a reportable pecuniary interest in the shares held in the LEP Managed Accounts.
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(5)
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Shares held in a certain separately managed account (the "LCS Managed Account"). LCS, as the investment manager to the LCS Managed Account, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LCS Managed Account as LCS receives an asset-based management fee for serving as investment manager to the LCS Managed Account. Amount includes only those Shares of the Issuer held in an account managed by Mr. Murphy for whom LCS acts as investment manager and does not include any other Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.
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(6)
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For the reasons set forth above in footnote 5, Mr. Murphy does not have a reportable pecuniary interest in the shares held in the LCS Managed Account.
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(7)
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On August 21, 2019, one of the Managed Accounts that held 8,533 shares closed. Accordingly, as of August 21, 2019, Levin Easterly ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispostive power over the shares held in the Managed Account.
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(8)
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On August 27, 2019, one of the Managed Accounts that held 13,854 shares closed. Accordingly, as of August 27, 2019, Levin Easterly ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispostive power over the shares held in the Managed Account.
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(9)
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On September 4, 2019, one of the Managed Accounts that held 104,644 shares closed. Accordingly, as of September 4, 2019, Levin Easterly ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispostive power over the shares held in the Managed Account.
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(10)
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On September 5, 2019, one of the Managed Accounts that held 36,408 shares closed. Accordingly, as of September 5, 2019, Levin Easterly ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispostive power over the shares held in the Managed Account.
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(11)
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On October 1, 2019, one of the Managed Accounts that held 530,288 shares closed. Accordingly, as of October 1, 2019, Levin Easterly ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispostive power over the shares held in the Managed Account.
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