|Purpose of Transaction.|
Item 4 is hereby amended to add the following:
On April 24, 2018, Marathon Partners delivered a letter to the Chairman of the Issuer’s board of directors (the “Board”) restating its belief that the appointment of new independent directors and the engagement of an investment bank to evaluate strategic alternatives would be the best pathway for the Issuer to maximize shareholder value. In the letter, addressed to the Chairman of the Board Frank Martire, Marathon Partners reiterated the Issuer’s underwhelming annual growth and meaningful share price underperformance relative to various benchmarks and other domestic publicly-traded entities related to William Foley.
In the letter, Marathon Partners further requested that the Chairman reconsider the Issuer’s costly and conflicted advisory agreement with Black Knight Advisory Services (“BKAS”) to eliminate the unnecessary payment of management fees to BKAS and to restore accountability to shareholders in light of the inherent conflicts of interests arising out of the other Board members’ pre-existing relationships with Mr. Foley.
Marathon Partners cited the continued stock price underperformance in which the Issuer underperformed many peers and various equity indices, stating that, since its spin-off from Fidelity National Financial (“FNF”), the Issuer’s total return has been 24% while the S&P 500 Total Return Index and S&P 500 Restaurants Total Return Index have returned 49% and 37%, respectively, over the same period.
Marathon Partners concluded the letter by reiterating its view that the Chairman must rectify the Issuer’s corporate governance concerns to effectively address their negative impact on the realization of shareholder value.