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(a) This Schedule 13D is filed by: (i) Clinton Spotlight Master
Fund, L.P., a Cayman Islands exempted limited partnership ("SPOT"); (ii) Clinton Magnolia Master Fund, Ltd., a Cayman
Islands exempted company ("CMAG"); (iii) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted
limited partnership ("CREL"); (iv) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves
as the investment manager to CREL ("CRO"); (v) GEH Capital, Inc., a Delaware corporation ("GEHC"); (vi) Channel
Commerce Partners, L.P., a Delaware limited partnership ("CCP"); (vii) Clinton Group, Inc., a Delaware corporation, which
serves as the investment manager to SPOT, CMAG and CCP (“CGI”); and (viii) George E. Hall, a United States citizen,
who serves as Chief Executive Officer of CGI ("Mr. Hall", and together with SPOT, CMAG, CREL, CRO, GEHC, CCP and CGI,
“Clinton”).
(b) The principal business address of CRO, GEHC, CCP, CGI and Mr.
Hall is 601 Lexington Avenue, 51
st
Floor, New York, New York 10022. The principal business address of SPOT, CMAG and
CREL is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay
Road, Grand Cayman, Cayman Islands.
(c) The principal business of CRO and CGI is to provide investment
management services to private individuals and institutions. The principal business of SPOT, CMAG, CREL, GEHC and CCP is to invest
in securities. The principal business of Mr. Hall is to serve as Chief Executive Officer of CGI.
(d) None of the Reporting Persons or persons listed on Appendix
A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons or persons listed on Appendix
A 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 proceedings 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) Mr. Hall is a citizen of the United States.
The name, citizenship, present principal occupation or employment
and business address of each director and executive officer or general partner, as applicable, of CGI, SPOT, CMAG, CREL, CRO, GEHC
and CCP is set forth in Appendix A attached hereto. To the best of the Reporting Persons' knowledge, except as set forth in this
statement on Schedule 13D, none of such individuals owns any shares of Common Stock.
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