SEC Form SC 13D filed by Diebold Nixdorf Incorporated
$DBD
Office Equipment/Supplies/Services
Miscellaneous
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
Under the Securities Exchange Act of 1934
Diebold Nixdorf, Incorporated
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
253651202
(CUSIP Number)
Jay Schoenfarber
c/o Hein Park Capital Management LP
888 Seventh Avenue, 41st Floor,
888 Seventh Avenue, 41st Floor,
New York, NY 10019
212-299-4785
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 2023
(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.
The 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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CUSIP No. 253651202
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
Hein Park Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,470,687
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,470,687
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,470,687
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | ||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.24%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No. 253651202
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
Hein Park Capital Management GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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|||||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
0
|
||||
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8
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SHARED VOTING POWER
3,470,687
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|||||
|
9
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SOLE DISPOSITIVE POWER
0
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|||||
|
10
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SHARED DISPOSITIVE POWER
3,470,687
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|||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,470,687
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|||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | ||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.24%
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|||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP No. 253651202
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON
Courtney W. Carson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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|||||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
0
|
||||
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8
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SHARED VOTING POWER
3,470,687
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
3,470,687
|
|||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,470,687
|
|||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐ | ||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.24%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. Security and the Issuer
This Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock” or the “Shares”), of Diebold Nixdorf,
Incorporated, a Delaware corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address of the Issuer’s principal executive offices is 50
Executive Parkway, P.O. Box 2520, Hudson, OH 44236.
Item 2. Identity and Background
(a) This Schedule 13D is being jointly filed by each of the following persons:
| (1) |
Hein Park Capital Management LP (“Hein Park”)
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| (2) |
Hein Park Capital Management GP LLC (“Hein Park GP”); and
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| (3) |
Courtney W. Carson (“Carson”).
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The foregoing persons are hereinafter sometimes referred to as the Reporting Persons. Any disclosures herein with respect to persons
other than the Reporting Persons are made on information believed to be accurate after making inquiry to the appropriate party. Hein Park serves as the investment manager of certain investment funds (collectively, the “Hein Park Funds”) that
hold the Shares reported herein and in its capacity as investment manager of the Hein Park Funds, Hein Park has voting and dispositive power over the Shares held by the Hein Park Funds. Hein Park GP serves as the general partner of, and in such
capacity controls, Hein Park and Hein Park GP is managed and controlled by Carson.
(b) The address of the principal business and principal office of each of the Reporting Persons is 888 Seventh Avenue, 41st Floor, New
York, NY 10019.
(c) The principal business of Hein Park, Hein Park GP and Carson is to serve as an investment manager or adviser to various investment
funds.
(d) During the last five (5) years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five (5) years, none of the Reporting Persons has 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.
(f) Hein Park is a limited partnership organized under the laws of the State of Delaware. Hein Park GP is a limited liability company
organized under the laws of the State of Delaware. Carson is a United States citizens.
This Schedule 13D relates to the Shares held of record by the Hein Park Funds.
Item 3. Source and Amount of Funds or Other Consideration.
On June 1, 2023, the Issuer and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court
for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the U.S. Code. On July 13, 2023, the Bankruptcy Court entered an order confirming the Debtors’ Second Amended Joint Prepackaged
Chapter 11 Plan of Reorganization (the “Plan”). On August 11, 2023 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from Chapter 11.
The Hein Park Funds acquired certain debt of the Issuer (the “Debt”) prior to the Effective Date, which Debt was converted into shares of the Issuer’s Common Stock upon emergence from bankruptcy. In addition, pursuant to the Plan and
related agreements, and in consideration of their commitments with respect to the senior secured super priority debtor-in-possession facility and exit term loan facility, the Hein Park Funds were entitled to receive additional shares of the
Issuer’s Common Stock. Upon the Issuer’s emergence from bankruptcy, the Hein Park Funds received 3,595,298 shares, in aggregate, of the Issuer’s Common Stock in exchange for the Debt and their commitments under the Plan and related agreements.
Item 4. Purpose of Transaction.
The information set forth in Item 3 above is incorporated into this Item 4 by reference.
The Hein Park Funds acquired the Debt for investment purposes, and acquired beneficial ownership of the Shares as a result of the Issuer’s emergence from the bankruptcy proceedings discussed in Item 3 above.
The Reporting Persons from time to time may enter into discussions with directors and officers of the Issuer, other shareholders or third parties in
connection with the Reporting Persons’ holdings in the Issuer. Such discussions may include one or more of management, the board, other stockholders of the Issuer and other persons to discuss the Issuer’s business, strategies and other matters
related to the Issuer. These discussions may include reviewing options or making proposals for enhancing or maximizing shareholder value through various strategic alternatives, including changes to the capitalization, ownership structure,
operations, or Certificate of Incorporation or Bylaws of the Issuer, or any strategic transaction or similar opportunities.
The Reporting Persons intend to review their respective holdings in the Issuer on a continuing basis and may from time to time and at any time in the future
depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Shares, other investment
opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the holdings in the Issuer as they deem appropriate, including: (i) acquiring
additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii)
disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The information relating to the beneficial ownership of the Shares by each of the Reporting Persons set forth in Rows 7 through 13 on each of the cover pages hereto is
incorporated by reference herein and is as of the date hereof. Such information is based on 37,566,668 shares of Common Stock outstanding as of August 11, 2023, as reported in the Issuer’s Current Report on Form 8-K filed on August 11, 2023. By virtue of the relationship among the Reporting Persons described in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the
disposition of the Shares as set forth in rows 7 through 13 of the cover pages of this Statement. The filing of this Statement shall not be construed as an admission that any such Reporting Person is for the purpose of Section 13(d) or 13(g) of
the Exchange Act, the beneficial owner of any securities covered by this Statement.
(c) Set forth on Schedule A hereto are all transactions in the shares of Common Stock effected during the past sixty days by the Reporting Persons.
(d) The partners and members of the Hein Park Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of
the Hein Park Funds in accordance with their ownership interests in the respective Hein Park Fund. No individual partner or member of any Hein Park Fund has the right
to receive or the power to direct the receipt of the dividends from, or the proceeds of the sale of, more than five percent of such Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
The information set forth or incorporated by reference in Items 3 and 4 of this Statement is incorporated by reference into this Item 6.
On August 11, 2023, the Issuer entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Hein
Park Funds and certain other investors setting forth the terms by which the Issuer agreed to provide certain registration rights with respect to its securities pursuant to the Plan. The Registration Rights Agreement is filed hereto as Exhibit 2 and
is incorporated herein by reference. The arrangements contemplated by the Registration Rights Agreement are not intended to constitute the formation of a “group” (as defined in Section 13(d)(3) of the Exchange Act) among the parties to the
Registration Rights Agreement.
Item 7. Material to be filed as Exhibits.
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Exhibit No.
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Description
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1
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Registration Rights Agreement, which was previously filed with the SEC on August 11, 2023 as Exhibit 10.2 to the Form 8-K filed by Diebold Nixdorf, Incorporated and is incorporated herein
by reference.
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2
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Second Amended Chapter 11 Plan Filed by Diebold Holding Company, LLC, which was previously filed with the SEC on July 14, 2023 as Exhibit 2.2 to the Form 8-K filed by Diebold Nixdorf,
Incorporated and is incorporated herein by reference.
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99.1
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Joint Filing Agreement among the Reporting Persons, dated as of August 21, 2023.
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that
the information set forth in this statement is true, complete and correct.
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Dated: August 21, 2023
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HEIN PARK CAPITAL MANAGEMENT LP
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By: Hein Park Capital Management GP LLC, its General Partner
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By:
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/s/ Jay Schoenfarber |
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Name: Jay Schoenfarber
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Title: Authorized Signatory
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HEIN PARK CAPITAL MANAGEMENT GP LLC
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By:
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/s/ Jay Schoenfarber |
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Name: Jay Schoenfarber
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Title: Authorized Signatory
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/s/ COURTNEY W. CARSON
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COURTNEY W. CARSON
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SCHEDULE A
This Schedule A sets forth information with respect to each purchase and sale of shares of Common Stock which was
effectuated by a Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.
