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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1)
Seagate Technology Public Limited Company
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
G7945M107
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(CUSIP Number)
Allison Bennington, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
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(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
August 31, 2017
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(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 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 Rule 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.
This 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).
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SCHEDULE 13D
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CUSIP NO. G7945M107 Page 2 of 16
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
WC*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 21,458,600**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
21,458,600**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,600**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 3 of 16
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners I, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 21,458,600**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
21,458,600**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,600**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 4 of 16
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 21,458,600**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,458,600**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,600**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 5 of 16
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 21,458,600**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,458,600**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,600**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 6 of 16
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 21,458,600**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,458,600**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,600**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Items 2 and 5
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 7 of 16
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings GP, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 21,458,600**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,458,600**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,600**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Items 2 and 5
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 8 of 16
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This Amendment No. 1 supplements the information set forth in the
Schedule 13D filed by the Reporting Persons with the United States Securities
and Exchange Commission (the "SEC"), as amended from time to time (the
"Schedule 13D"), relating to the Ordinary Shares, par value $0.00001 per
share (the "Common Stock") of Seagate Technology Public Limited Company, an
Irish public limited company (the "Issuer"). All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such
terms in the Schedule 13D.
The information set forth in response to each separate Item below shall
be deemed to be a response to all Items where such information is relevant.
The Schedule 13D is hereby supplementally amended as follows:
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchase of the Issuer's securities
was the working capital of ValueAct Master Fund. The aggregate funds used by
these Reporting Persons to make the purchases were $14,227,618.96.
Item 4. Purpose of Transaction
On August 31, 2017, the Reporting Persons and Morgan Stanley & Co. LLC
("Morgan Stanley") entered into a Stock Purchase Agreement (the "10b5-1
Plan"), pursuant to which Morgan Stanley will buy, for the account of the
Reporting Persons, up to 6,000,000 shares of the Issuer's Common Stock.
Purchases under the 10b5-1 Plan can commence as early as September 1, 2017
and will terminate no later than October 31, 2017 (the "Plan Period") on the
NASDAQ Stock Market. The number of shares of Common Stock purchased each day
by Morgan Stanley during the Plan Period will be initially based upon the
reported price of the opening reported market transaction in the Common
Stock, and may be increased or decreased in connection with a corresponding
decrease or increase in the market price of such stock.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 9 of 16
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Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.
As of the date hereof, the Reporting Persons may be deemed to be the
beneficial owner of 21,458,600 shares of Common Stock, representing
approximately 7.4% of the Issuer's outstanding Common Stock. All percentages
set forth in this Schedule 13D are based upon the Issuer's reported
291,813,271 outstanding shares of Common Stock as of July 31, 2017 as
reported in the Issuer's Form 10-K for the fiscal year ended June 30, 2017.
(c) The following table sets forth all transactions with respect to
shares of Common Stock effected since the last filing of this Schedule 13D by
the Reporting Persons, inclusive of any transactions effected through 4:00
p.m., New York City time, on September 1, 2017. Except as otherwise noted
below, all such transactions were purchases (or sales) of shares of Common
Stock effected in the open market.
Reporting Person Trade Date Buy/Sell Shares Price/Share
---------------- ---------- -------- -------- -----------
ValueAct Master Fund 08/23/2017 Buy 268,000 $31.00
ValueAct Master Fund 08/24/2017 Buy 63,500 $30.99
ValueAct Master Fund 08/25/2017 Buy 30,000 $30.98
ValueAct Master Fund 08/29/2017 Buy 25,000 $30.99
ValueAct Master Fund 08/30/2017 Buy 43,600 $31.00
ValueAct Master Fund 08/30/2017 Buy 28,500 $30.99
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated
herein by reference.
The information in this Item 6 is qualified in its entirety by reference
to the 10b5-1 Plan, attached hereto as Exhibit?2, and is incorporated by
reference herein.
Except for the arrangements described herein or in a previously filed
Schedule 13D, to the best knowledge of the Reporting Persons, there are no
other contracts, understandings, arrangements or relationships relating to
the Issuer's Common Stock which are required to be described hereunder.
Item 7. Material to Be Filed as Exhibits
(1) Joint Filing Agreement.
(2) Stock Purchase Agreement, dated August 31, 2017, between ValueAct
Capital Master Fund, L.P. and Morgan Stanley & Co. LLC
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 10 of 16
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
ValueAct Capital Master Fund, L.P., by
VA Partners I, LLC, its General Partner
By: /s/ Bradley E. Singer
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Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
VA Partners I, LLC
By: /s/ Bradley E. Singer
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Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ Bradley E. Singer
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Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, LLC
By: /s/ Bradley E. Singer
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Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 11 of 16
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ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its General Partner
By: /s/ Bradley E. Singer
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Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings GP, LLC
By: /s/ Bradley E. Singer
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Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 12 of 16
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Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of the Issuer, is
being filed jointly on behalf of each of them with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended.
ValueAct Capital Master Fund, L.P., by
VA Partners I, LLC, its General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
VA Partners I, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings GP, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: September 1, 2017 Bradley E. Singer, Chief Operating Officer
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 13 of 16
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Exhibit 2
Stock Purchase Agreement
(Non-Discretionary Plan)
Stock Purchase Agreement (the "Plan") dated August 31, 2017 (this
"Agreement") between ValueAct Capital Master Fund, L.P. (the "Client") and
Morgan Stanley & Co. LLC ("Morgan Stanley"), acting as agent for the Client.
1. Client hereby appoints Morgan Stanley to purchase shares of the
ordinary shares, $0.00001 par value per share (the "Stock") of Seagate
Technology plc (the "Company"), pursuant to the terms and conditions set forth
below. Subject to such terms and conditions, Morgan Stanley hereby accepts
such appointment.
2. Morgan Stanley is authorized to begin purchasing Stock pursuant to
this Agreement on September 1, 2017 and shall cease purchasing Stock as of the
earliest to occur of the following: (i) receipt of notice by Morgan Stanley
that it is required to suspend or terminate purchases in accordance with
paragraph 6 below, (ii) the date on which either the aggregate number of the
Stock purchased by Morgan Stanley in accordance with this Plan equals the Plan
Amount specified in Exhibit A, and (iii) close of business on October 31, 2017
(the "Plan Period").
3. (a) During the Plan Period, Morgan Stanley shall purchase Stock for
the account of the Client on each Trading Day (as defined below) under ordinary
principles of best execution at the then-prevailing market price, and as per
instructions set forth in Exhibit A:
(b) A "Trading Day" is any day during the Plan Period that the NASDAQ
(the "Principal Market") is open for business and the Stock trades regular way
on the Principal Market.
(c) The Exhibit A shall be adjusted automatically on a proportionate
basis to take into account any stock split, reverse stock split or stock
dividend with respect to the Stock or any change in capitalization that
occurs during the Plan Period.
4. Morgan Stanley shall not purchase Stock hereunder at any time when:
(i) Morgan Stanley, in its sole discretion, has determined that
it is prohibited from doing so by a legal, contractual or regulatory
restriction applicable to it or its affiliates or to the Company or its
affiliates (other than any such restriction relating to the Company's
possession or alleged possession of material nonpublic information about
the Company or the Stock); or
(ii) Morgan Stanley, in its sole discretion, deems such purchase
to be inadvisable; or
(iii) Morgan Stanley has received notice from the Client in
accordance with paragraph 6 below.
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 14 of 16
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5. The parties intend that this Agreement comply with the requirements
of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). As of the date of this Plan, Client is not aware of any
material nonpublic information regarding the Company or its Stock and is not
subject to any legal, regulatory or contractual restriction or undertaking that
would prevent Morgan Stanley from acting upon the instructions set forth in
this Plan.
6. (a) (i) This Agreement may be terminated prior to the end of the
Plan Period at any time by prior written notice (a "Termination Notice") from
Client sent to Morgan Stanley's compliance office by overnight mail and by
facsimile at the address and fax number set forth in paragraph 16 below and
received by Morgan Stanley's compliance office at least three days prior to the
date on which this Agreement is to be terminated.
(ii) Client shall provide Morgan Stanley with a Termination Notice in the
event that any legal or regulatory restrictions applicable to Client or its
affiliates would prevent Morgan Stanley from purchasing Stock for Client's
account during the Plan Period.
(b) Additionally, this Agreement may be suspended prior to the end of the
Plan Period at any time by prior written notice (a "Suspension Notice") from
Client sent to Morgan Stanley's compliance office by overnight mail and by
facsimile at the address and fax number set forth in paragraph 16 below and
received by Morgan Stanley's compliance office at least three days prior to the
date on which this Agreement is to be suspended; provided that, as of the date
of the Suspension Notice, Client is not aware of any material nonpublic
information concerning the Company or its securities and delivers to Morgan
Stanley, along with such Suspension Notice and any subsequent notice revoking
such suspension, a certificate of ValueAct representing that, as of the date
thereof, Client is not aware of any material nonpublic information concerning
the Company or its securities.
Any Suspension Notice delivered hereunder shall indicate the anticipated
duration of the suspension, but shall not include any other information about
the nature of such suspension or its applicability to the Company and shall not
in any way communicate any material nonpublic information about the Company or
its securities to Morgan Stanley.
(c) Client agrees that Morgan Stanley will execute this Agreement in
accordance with its terms and will not be required to suspend or terminate any
purchases of the Stock unless Client notifies Morgan Stanley of its intention
to suspend or terminate the Agreement in accordance with the provisions of
paragraph 6.
(d) This Agreement may be amended by Client only upon the written
consent of Morgan Stanley and receipt by Morgan Stanley of a certificate signed
by Client dated as of the date of such amendment certifying that the
representations and warranties of Client contained in this Agreement are true
at and as of the date of such certificate as if made at and as of such date.
7. Client has consulted with its own advisors as to the legal, tax,
business, financial and related aspects of, and has not relied upon Morgan
Stanley or any person affiliated with Morgan Stanley in connection with,
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 15 of 16
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Client's adoption and implementation of this Agreement. Client acknowledges
that Morgan Stanley is not acting as a fiduciary or an advisor for the Company.
8. Client and Morgan Stanley acknowledge and agree that this agreement
is a "securities contract," as such term is defined in Section 741(7) of Title
11 of the United States Code (the "Bankruptcy Code"), entitled to all the
protections given to such contracts under the Bankruptcy Code.
9. Morgan Stanley may purchase Stock on any national securities
exchange, in the over-the-counter market, on an automatic trading system or
otherwise.
10. This Plan (i) has been duly authorized by the Client; (ii) is a
valid and binding agreement of the Client, enforceable in accordance with its
terms; and (iii) is not, to the Client's knowledge, prohibited or restricted by
any legal, regulatory or contractual restriction or undertaking binding on the
Client or any of its subsidiaries or any of its or their property or assets.
15. Delivery of the Stock for each transaction will be made to Client's
custody bank as directed against payment of the total purchase price for all
shares of the Stock purchased for such transaction and against payment of any
commission, commission equivalent, mark-up or differential and other expenses
of purchase to be paid to Morgan Stanley by Client.
16. All notices to Morgan Stanley under this Agreement shall be given
to Morgan Stanley's compliance office by fax and certified mail as specified
below:
[redacted]
17. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York and may be modified or amended
only by a writing signed by the parties hereto.
18. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
19. If any provision of this Agreement is or becomes inconsistent with
any applicable present or future law, rule or regulation, that provision will
be deemed modified or, if necessary, rescinded in order to comply with the
relevant law, rule or regulation. All other provisions of this Agreement will
continue and remain in full force and effect.
SCHEDULE 13D
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CUSIP NO. G7945M107 Page 16 of 16
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IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the date
first written above.
ValueAct Capital Master Fund, L.P.
By: VA Partners I, LLC, its General Partner
___________________________________
Name:
Title:
Morgan Stanley & Co. LLC
___________________________________
Name:
Title: