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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 5)
CBRE Group, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
12504L109
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(CUSIP Number)
Allison Bennington, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
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(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
Allison Bennington, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
September 4, 2014
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(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.
This 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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SCHEDULE 13D
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CUSIP NO. 12504L109 Page 2 of 18
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
WC*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,165,849**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
32,165,849**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,165,849**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 12504L109 Page 3 of 18
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners I, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,165,849**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
32,165,849**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,165,849**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 12504L109 Page 4 of 18
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,165,849**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
32,165,849**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,165,849**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 12504L109 Page 5 of 18
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,165,849**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
32,165,849**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,165,849**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 12504L109 Page 6 of 18
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,165,849**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
32,165,849**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,165,849**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Items 2 and 5
SCHEDULE 13D
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CUSIP NO. 12504L109 Page 7 of 18
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings GP, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,165,849**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
32,165,849**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,165,849**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Items 2 and 5
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CUSIP NO. 12504L109 Page 8 of 18
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THE PURPOSE OF THIS AMENDMENT NO. 5 TO SCHEDULE 13D IS TO AMEND THE OWNERSHIP
REPORTS OF THE REPORTING PERSONS AND TO AMEND ITEM 4(PURPOSE OF TRANSACTION),
ITEM 6 (CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER), AND ITEM 7 (MATERIAL TO BE FILED AS EXHIBITS).
THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION PREVIOUSLY PROVIDED.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, $0.01 par value per
share (the "Common Stock") of CBRE Group, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
400 South Hope Street, 25th Floor, Los Angeles, California, 90071.
Item 2. Identity and Background
This statement is filed jointly by (a) ValueAct Capital Master Fund,
L.P. ("ValueAct Master Fund"), (b) VA Partners I, LLC ("VA Partners I"), (c)
ValueAct Capital Management, L.P. ("ValueAct Management L.P. "), (d) ValueAct
Capital Management, LLC ("ValueAct Management LLC"), (e) ValueAct Holdings,
L.P. ("ValueAct Holdings") and (f) ValueAct Holdings GP, LLC ("ValueAct
Holdings GP")(collectively, the "Reporting Persons").
ValueAct Master Fund is a limited partnership organized under the laws
of the British Virgin Islands. It has a principal business address of One
Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.
VA Partners I is a Delaware limited liability company, the principal
business of which is to serve as the General Partner to ValueAct Master Fund.
It has a principal business address of One Letterman Drive, Building D,
Fourth Floor, Francisco, CA 94129.
ValueAct Management L.P. is a Delaware limited partnership which
renders management services to ValueAct Master Fund. ValueAct Management LLC
is a Delaware limited liability company, the principal business of which is
to serve as the General Partner to ValueAct Management L.P. Each has a
principal business address of One Letterman Drive, Building D, Fourth Floor,
San Francisco, CA 94129.
ValueAct Holdings is a Delaware limited partnership and is the sole
owner of the limited partnership interests of ValueAct Management L.P. and
the membership interests of ValueAct Management LLC and is the majority owner
of the membership interests of VA Partners I. ValueAct Holdings GP is a
Delaware limited liability company, the principal business of which is to
serve as the General Partner to ValueAct Holdings. Each has a principal
business address of One Letterman Drive, Building D, Fourth Floor, San
Francisco, CA 94129.
(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to a
civil proceeding of a judicial or administrative body of competent 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.
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CUSIP NO. 12504L109 Page 9 of 18
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Item 4. Purpose of Transaction
The Reporting Persons have acquired the Issuer's Common Stock for
investment purposes, and such purchases have been made in the Reporting
Persons' ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further
purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from changes in
market prices of such Common Stock, changes in the Issuer's operations,
business strategy or prospects, or from sale or merger of the Issuer. To
evaluate such alternatives, the Reporting Persons will routinely monitor the
Issuer's operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions,
as well as alternative investment opportunities, liquidity requirements of
the Reporting Persons and other investment considerations. Consistent with
its investment research methods and evaluation criteria, the Reporting
Persons may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Persons' modifying their ownership of
Common Stock, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
The Reporting Persons reserve the right to formulate other plans and/or
make other proposals, and take such actions with respect to their investment
in the Issuer, including any or all of the actions set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock
or dispose of all the Common Stock beneficially owned by them, in the public
market or privately negotiated transactions. The Reporting Persons may at
any time reconsider and change their plans or proposals relating to the
foregoing.
Additionally, on September 4, 2014, the Reporting Person and Morgan
Stanley & Co. Incorporated ("Morgan Stanley") entered into a Stock Sale
Agreement (the "10b-5 Plan"), pursuant to which Morgan Stanley will sell, for
the account of the Reporting Person, up to 6,165,849 shares of the
Issuer's common stock. Sales under the 10b-5 Plan can commence as early as
September 4, 2014 and will terminate no later than March 4, 2015 (the
"Plan Period") on the New York Stock Exchange. The number of shares of common
stock sold each day by Morgan Stanley during the Plan Period will be
initially based upon the reported price of the opening reported market
transaction in the common stock, and may be increased or decreased in
connection with a corresponding decrease or increase in the market price of
such stock. ValueAct is selling these shares as part of its standard ongoing
process of portfolio management. It remains strongly supportive of
management, remains committed to its position on the board of directors and
has no current intention of further significantly reducing its position in
the Issuer's securities.
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CUSIP NO. 00724F101 Page 10 of 18
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Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.
As of the date hereof, ValueAct Master Fund is the beneficial owner
of 32,165,849 shares of Common Stock, representing approximately 9.7% of the
Issuer's outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 32,165,849 shares of Common Stock, representing approximately
9.7% of the Issuer's outstanding Common Stock.
All percentages set forth in this Schedule 13D are based upon the
Issuer's reported 332,117,706 outstanding shares of Common Stock as
reported in the Issuer's Form 10-Q for the quarterly period ended June 30, 2014.
(c) The Reporting Persons have not made any transactions in the
Issuer's Common Stock in the sixty days prior to the date of this Report.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set forth in Item?4 above is hereby incorporated by
reference into this Item?6. The information in this Item?6 is qualified in
its entirety by reference to the 10b5-1 Plan, attached hereto as Exhibit?2,
and is incorporated by reference herein.
Other than as described elsewhere in this Schedule 13D and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer's Common Stock which are
required to be described hereunder.
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CUSIP NO. 12504L109 Page 11 of 18
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Item 7. Material to Be Filed as Exhibit
(1) Joint Filing Agreement.
(2) Stock Sale Agreement (Non-Discretionary Plan), dated September 3,
2014, between ValueAct Capital Management, L.P. and Morgan
Stanley & Co. LLC.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
George F. Hamel, Jr., G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner
By: /s/ George F. Hamel, Jr.
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Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
VA Partners I, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
-------------------------- -------------------------
CUSIP NO. 12504L109 Page 12 of 18
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ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
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Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
ValueAct Holdings GP, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
-------------------------- -------------------------
CUSIP NO. 12504L109 Page 13 of 18
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Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of CBRE Group,
Inc., is being filed jointly on behalf of each of them with the Securities
and Exchange Commission pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended.
ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
VA Partners I, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
ValueAct Holdings GP, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 4, 2014 George F. Hamel, Jr., Chief Operating Officer
-------------------------- -------------------------
CUSIP NO. 12504L109 Page 14 of 18
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Exhibit 2
10b5-1 PLAN
Stock Sale Agreement
(Non-Discretionary Plan)
Stock Sale Agreement dated September 4, 2014 (this "Agreement") between
ValueAct Capital Management, L.P. ("ValueAct Capital") and Morgan Stanley &
Co. LLC ("Morgan Stanley"), acting as agent for ValueAct Capital.
1. The Company hereby appoints Morgan Stanley to sell shares of the
Class A Common Stock, par value $0.01 per share (the "Stock") of CBRE Group,
Inc. (the "Issuer"), pursuant to the terms and conditions set forth below.
Subject to such terms and conditions, Morgan Stanley hereby accepts such
appointment.
2. Morgan Stanley is authorized to begin selling Stock pursuant to
this Agreement on September 4, 2014 (the "Commencement Date") and shall cease
selling Stock as of the earliest to occur of the following: (i) receipt of
notice by Morgan Stanley that it is required to suspend or terminate sales in
accordance with paragraph 6 below, (ii) receipt of notice by Morgan Stanley
of the commencement or impending commencement of any proceedings in respect
of or triggered by ValueAct Capital's bankruptcy or insolvency, (iii) the
date upon which Morgan Stanley sells an aggregate of 6,165,849 Shares under
this Agreement and (iv) close of business on March 4, 2014 (the "Plan
Period").
3. (a)During the Plan Period, Morgan Stanley shall sell the Daily
Sale Amount (as defined below) for the account of ValueAct Capital on each
Sale Day (as defined below) under ordinary principles of best execution at
the then-prevailing market price, subject to the following restriction, if
desired:
[X] Morgan Stanley shall not sell any shares of Stock pursuant to
this Agreement at a price of less than $32.00 per share
(excluding any commission, commission equivalent, mark-up or
differential and other expenses of sale) (the "Lowest Sale
Price").
(b) A "Sale Day" is each Trading Day during the Plan Period,
provided that if any Sale Day is not a Trading Day, such Sale Day shall be
deemed to fall on the next succeeding Trading Day. A "Trading Day" is any
day during the Plan Period that the New York Stock Exchange (the "Principal
Market") is open for business and the Stock trades regular way on the
Principal Market.
(c) The "Daily Sale Amount" for any Sale Day shall be (please check
the box corresponding to the amount of Stock that Morgan Stanley is to sell
on each Sale Day):
[ ] ________________________ shares of Stock.
[ ] an amount of Stock having an aggregate sale price of $__________
(including any commission, commission equivalent, mark-up or
differential and other expenses of sale).
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CUSIP NO. 12504L109 Page 15 of 18
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[ ] the amount of Stock determined in accordance with the following
formula:_______________________________________________________.
[X] the amount of Stock set forth on the grid below opposite the per
share price range that corresponds to the reported price of the
opening reported market transaction in the Stock on such Sale
Day.
Reported Stock Price Daily Sale Amount
If the price is at or above $33.50 1,000,000 shares
If the price is between 750,000 shares
$33.00 and $33.49
If the price is between 500,000 shares
$32.50 and $32.99
If the price is between 250,000 shares
$32.00 and $32.49
If the price is below $32.00 0 shares
If the price increases to a higher price range during a given Trading
Day, Morgan Stanley shall increase sales to sell up to the Daily Sale Amount
for the corresponding higher price range. If the price drops to a lower price
range during a given Trading Day and Morgan Stanley has already exceeded the
Daily Sale Amount corresponding to the lower price range, then Morgan Stanley
shall not make any additional sales within that lower price range. Likewise,
if Morgan Stanley has not exceeded the Daily Sale Amount in the lower price
range, then Morgan Stanley shall continue to sell shares up to the Daily Sale
Amount within such lower price range.
(d) If, consistent with ordinary principles of best execution or
for any other reason, Morgan Stanley cannot sell the Daily Sale Amount on any
Sale Day, then (select one):
[ ] the amount of such shortfall may be sold as soon as practicable
on the immediately succeeding Trading Day and on each
subsequent Trading Day as is necessary to sell such shortfall
consistent with ordinary principles of best execution; provided
that in no event may the amount of such shortfall be sold later
than the fourth business day after such Sale Day.
[X] Morgan Stanley's obligation to sell Stock on such Sale Day
pursuant to this Agreement shall be deemed to have been
satisfied.
Nevertheless, if any such shortfall exists after the close of trading on the
last Trading Day of the Plan Period, Morgan Stanley's authority to sell such
shares for the account of ValueAct Capital under this Agreement shall
terminate.
(e) The Daily Sale Amount and the Lowest Sale Price, if applicable,
shall be adjusted automatically on a proportionate basis to take into account
any stock split, reverse stock split or stock dividend with respect to the
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CUSIP NO. 12504L109 Page 16 of 18
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Stock or any change in capitalization with respect to the Company that occurs
during the Plan Period.
4. Morgan Stanley shall not sell Stock hereunder at any time when:
(a) Morgan Stanley, in its sole discretion, has determined that it
is prohibited from doing so by a legal, contractual or regulatory restriction
applicable to it or its affiliates or to the Company or its affiliates (other
than any such restriction relating to the Company's possession or alleged
possession of material nonpublic information about the Issuer or the Stock);
or
(b) Morgan Stanley, in its sole discretion, deems such sale to be
inadvisable; or
(c) Morgan Stanley has received notice from the Company in
accordance with paragraph 6 below.
5. The parties intend that this Agreement comply with the
requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). In particular, the Company (i) represents
that, as of the date hereof, it is not aware of any material, nonpublic
information about the Issuer or its securities and it is entering into this
Agreement in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 of the Exchange Act and (ii) agrees not to alter
or deviate from the terms of this Agreement or enter into or alter a
corresponding or hedging transaction or position with respect to the Stock
(including, without limitation, with respect to any securities convertible or
exchangeable into the Stock) during the Plan Period.
6. (a)(i) This Agreement may be terminated prior to the end of the
Plan Period at any time by prior written notice (a "Termination Notice") from
the Company sent to Morgan Stanley's compliance office by overnight mail and
by facsimile at the address and fax number set forth in paragraph 12 below
and received by Morgan Stanley's compliance office at least three days prior
to the date on which this Agreement is to be terminated.
(ii) The Company shall provide Morgan Stanley with a Termination
Notice in the event that any legal or regulatory restrictions
applicable to the Company or its affiliates would prevent Morgan
Stanley from selling Stock for the Company's account during the Plan
Period.
(b) Additionally, this Agreement may be suspended prior to the end
of the Plan Period at any time by prior written notice (a "Suspension
Notice") from the Company sent to Morgan Stanley's compliance office by
overnight mail and by facsimile at the address and fax number set forth in
paragraph 12 below and received by Morgan Stanley's compliance office at
least three days prior to the date on which this Agreement is to be
suspended; provided that, as of the date of the Suspension Notice, the
Company is not aware of any material nonpublic information concerning the
Issuer or its securities and delivers to Morgan Stanley, along with such
Suspension Notice, a certificate of the Company representing that, as of the
date thereof, the Company is not aware of any material nonpublic information
concerning the Issuer or its securities.
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CUSIP NO. 12504L109 Page 17 of 18
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Any Suspension Notice delivered hereunder shall indicate the
anticipated duration of the suspension, but shall not include any other
information about the nature of such suspension or its applicability to the
Issuer and shall not in any way communicate any material nonpublic
information about the Issuer or its securities to Morgan Stanley.
(c) The Company agrees that Morgan Stanley will execute this
Agreement in accordance with its terms and will not be required to suspend or
terminate any sales of the Stock unless the Company notifies Morgan Stanley
of its intention to suspend or terminate the Agreement in accordance with the
provisions of paragraph 6.
(d) This Agreement may be amended by the Company only upon the
written consent of Morgan Stanley and receipt by Morgan Stanley of a
certificate signed by the Company dated as of the date of such amendment
certifying that the representations and warranties of the Company contained
in this Agreement are true at and as of the date of such certificate as if
made at and as of such date.
7. The Company has consulted with its own advisors as to the legal,
tax, business, financial and related aspects of, and has not relied upon
Morgan Stanley or any person affiliated with Morgan Stanley in connection
with, the Company's adoption and implementation of this Agreement. The
Company acknowledges that Morgan Stanley is not acting as a fiduciary or an
advisor for the Company.
8. The Company and Morgan Stanley acknowledge and agree that this
Agreement is a "securities contract," as such term is defined in Section
741(7) of Title 11 of the United States Code (the "Bankruptcy Code"),
entitled to all the protections given to such contracts under the Bankruptcy
Code.
9. Morgan Stanley may sell Stock on any national securities
exchange, in the over-the-counter market, on an automatic trading system or
otherwise.
10. The Company has duly authorized the sales of Stock contemplated
by this Agreement, and the execution and delivery of this Agreement by the
Company and the transactions contemplated by this Agreement will not
contravene any provision of applicable law, the applicable constitutive
documents of the Company or any agreement or other instrument binding on the
Company or any of its affiliates or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
its affiliates.
11. Delivery of the Stock for each transaction will be made to the
Fund's custody bank as directed against payment of the total sale price for
all shares of the Stock sold for such transaction and against payment of any
commission, commission equivalent, mark-up or differential and other expenses
of sale to be paid to Morgan Stanley by the Company, provided that any
commission hereunder shall be $0.015 per share of the Stock sold (see
footnote 1).
--------------------------
Footnote 1: This amount should be no greater than Morgan Stanley's typical
brokerage fees.
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CUSIP NO. 12504L109 Page 18 of 18
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12. All notices to Morgan Stanley under this Agreement shall be
given to Morgan Stanley's compliance office in the manner specified by this
Agreement by telephone at (212) 762-6000, by facsimile at (212) 761-9709 or
by certified mail to the address below:
[REDEACTED]
with a copy to:
[REDEACTED]
13. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York and may be modified or
amended only by a writing signed by the parties hereto.
14. This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
15. If any provision of this Agreement is or becomes inconsistent
with any applicable present or future law, rule or regulation, that provision
will be deemed modified or, if necessary, rescinded in order to comply with
the relevant law, rule or regulation. All other provisions of this Agreement
will continue and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have signed this Agreement as of
the date first written above.
ValueAct Capital Management, L.P.
___________________________________
Name:
Title:
Morgan Stanley & Co. LLC
___________________________________
Name:
Title: