The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Issuer’s Common Stock. The address of the principal executive offices of the Issuer is 405 Lexington Avenue, 17th Floor, New York, NY 10174.
Item 2. Identity and Background
| (a) | This Schedule 13D is being filed jointly Verde, Mr. Garcia and Mr. Moreno (together, the “Reporting Persons,” and each, a “Reporting Person”). The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Act, is attached hereto as Exhibit 99.1. |
Mr. Garcia directly (whether through ownership interest or position) or indirectly through one or more intermediaries may be deemed to control Verde. Verde’s business is to invest in real estate and other commercial investments, including investments in securities of the Issuer.
Set forth on Annex A attached hereto is the name and present principal occupation or employment, principal business address and citizenship of the executive officers, managers and/or directors of Verde. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Annex A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
| (b) | The address of the principal business office of Verde and Mr. Garcia is 100 Crescent Court, Suite 1100, Dallas, Texas 75201. |
The address of the principal business office of Mr. Moreno is 4455 E. Camelback Road, Suite C140, Phoenix, Arizona 85018.
| (c) | The principal business of Verde is to invest in real estate and other commercial investments, including investments in securities of the Issuer. |
Mr. Garcia’s principal occupation is President and Chief Executive Officer of Verde.
Mr. Moreno’s principal occupation is Chief Executive Officer of Moreno Companies, LLC.
| (d) | During the last five years, none of the Reporting Persons, nor any person listed on Annex A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor any person listed on Annex A attached hereto, 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 of 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) | Item 6 of the cover pages if hereby incorporated by reference. The citizenship of the persons listed on Annex A is set forth therein. |
Item 3. Source and Amount of Funds or Other Consideration
The responses to Items 4 and 6 hereof are incorporated herein by reference.
The securities of the Issuer purchased by Verde were purchased with working capital in open market purchases. The securities of the Issuer purchased by Mr. Moreno were purchased with personal funds in (i) open market purchases or (ii) from his affiliated entities.
| | • | | The aggregate purchase price of the 7,327,058 shares of Common Stock owned directly by Verde is approximately $86,106,081, including brokerage commissions. |
| | • | | The aggregate purchase price of the 1,300,000 shares owned directly by Mr. Moreno is approximately $16,881,074, including brokerage commissions. |
Item 4. Purpose of Transaction
The responses set forth in Items 3 and 6 hereof are incorporated by reference in their entirety.
The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their shares of Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, shares of Common Stock or other securities of the Issuer (or any combination or derivative thereof).
