Item 2.
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Identity and Background
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Item 2 of the Statement is hereby amended and restated in its entirety as follows:
(a-c,f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
West Face Capital Inc. (“West Face”) and Gregory A. Boland (“Mr. Boland”).
This Schedule 13D relates to Shares
held for the accounts of each of West Face Long Term Opportunities Global Master L.P.,
a Cayman Islands limited partnership (“WFGM”), West Face Long Term Opportunities (USA) Limited Partnership, a Delaware limited partnership (“WFLP”), West Face Long Term Opportunities Master Fund L.P., a Cayman Islands limited partnership (“WFMF”) and West Face Long Term Opportunities Limited Partnership, a
British Columbia
limited partnership (“WFCLP”). West Face serves as investment manager to each of WFGM, WFLP, WFMF and WFCLP. Mr. Boland is President and Chief Executive Officer of West Face. In such capacities, West Face and Mr. Boland may be deemed to have voting and dispositive power over the Shares held for the account of each of WFGM, WFLP, WFMF and WFCLP
.
West Face is a Canadian company and Mr. Boland is a citizen of Canada
. The address of the principal business office of each of the Reporting Persons is
2 Bloor Street East, Suite 810, Toronto, Ontario M4W 1A8.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Statement is hereby amended and supplemented as follows.
According to information filed by the Company with the Commission, as of May 21, 2012, the number of Shares outstanding was
59,788,972
based on the Company’s report on Form 6-K, filed on June 4, 2012. Pursuant to Rule 13d-3(d)(1)(i)(D), in calculating the percentage of beneficial ownership, Reporting Persons have added 1,754,509 Shares to the number of Shares outstanding based upon an amount of Shares that the Reporting Persons may be entitled to obtain upon the conversion of convertible bonds.
(a)
Each of West Face and Mr. Boland may be deemed to be the beneficial
owner of 9,271,136 Shares (approximately 15.1% of the total number of Shares outstanding).
(b)
Each of West Face and Mr. Boland may be deemed to have shared power to
direct the voting and disposition of the 9,271,136 Shares that they may be deemed to beneficially own as set forth above.
(c)
Except for the transactions listed in Exhibit C hereto, all of which were
effected through routine brokerage transactions, there have been no transactions with respect to the Shares other than those transactions reflected on the Initial Shedule 13D, Amendment No. 1 to the Schedule 13D, Amendment No. 2 to the Schedule 13D, Amendment No. 3 to the Schedule 13D, Amendment No. 4 to the Schedule 13D, Amendment No. 5 to the Schedule 13D, Amendment No. 6 to the Schedule 13D, Amendment No. 7 to the Schedule 13D and Amendment No. 8 to the Schedule 13D.
In accordance with Rule 13d-4 under the Exchange Act, the Initial Schedule 13D, Amendment No. 1 to the Schedule 13D, Amendment No. 2 to the Schedule 13D, Amendment No. 3 to the Schedule 13D, Amendment No. 4 to the Schedule 13D, Amendment No. 5 to the Schedule 13D, Amendment No. 6 to the Schedule 13D, Amendment No. 7 to the Schedule 13D, Amendment No. 8 to the Schedule 13D, this Schedule 13D, and any amendments thereto, shall not be construed as an admission that the Reporting Persons are beneficial owners of any securities reflected on the Initial Schedule 13D, Amendment No. 1 to the Schedule 13D, Amendment No. 2 to the Schedule 13D, Amendment No. 3 to the Schedule 13D, Amendment No. 4 to the Schedule 13D, Amendment No. 5 to the Schedule 13D, Amendment No. 6 to the Schedule 13D, Amendment No. 7 to the Schedule 13D, Amendment No. 8 to the Schedule 13D, this Schedule 13D, and any amendments thereto.
The Reporting Persons note that, upon conversion of the convertible notes held, the Issuer will have the option to deliver
common shares
, cash, or a combination of cash and
common shares
for the notes surrendered, and the Issuer will provide notice of its election to deliver part or all of the conversion consideration in cash within two business days of receipt of the notice of conversion. In this regards, the Reporting Persons believe, pursuant to Rule 13d-3(d)(1), that they should not be deemed to be a beneficial owner of the underlying equity securities when satisfaction of conditions to an investor’s right to acquire the securities, such as is the situation here with respect to the convertible notes, remains outside the Reporting Persons’ control.
Item 7.
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Material to be Filed as Exhibits.
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