0000950127-08-000360.txt : 20081120
<SEC-HEADER>0000950127-08-000360.hdr.sgml : 20081120
<ACCEPTANCE-DATETIME>20081120172609
ACCESSION NUMBER: 0000950127-08-000360
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20081120
DATE AS OF CHANGE: 20081120
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MCG CAPITAL CORP
CENTRAL INDEX KEY: 0001141299
IRS NUMBER: 541889518
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78037
FILM NUMBER: 081204716
BUSINESS ADDRESS:
STREET 1: 1100 WILSON BLVD
STREET 2: SUITE 800
CITY: ARLINGTON
STATE: VA
ZIP: 22209
BUSINESS PHONE: 7032477500
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Lyrical Partners, L.P.
CENTRAL INDEX KEY: 0001385013
IRS NUMBER: 200778705
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 405 PARK AVENUE
STREET 2: 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.697.3200
MAIL ADDRESS:
STREET 1: 405 PARK AVENUE
STREET 2: 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>
-----------------------------
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
MCG Capital Corporation
-----------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
-------------------------------------------------
(Title of Class of Securities)
58047P107
--------------
(CUSIP Number)
Gavin Saitowitz
Springbok Capital Management, LLC
130 East 59th Street, 11th Floor
New York, NY 10022
(212) 897-6731
Jaime Lester
Soundpost Partners, LP
405 Park Avenue, 6th Floor
New York, NY 10022
(212) 920-8388
Jeffrey Keswin
Lyrical Partners, L.P.
405 Park Avenue, 6th Floor
New York, NY 10022
(212) 415-6640
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 10, 2008
-----------------
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
SEC 1746(3-06)
<PAGE>
(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 Sections 240.1 3d- l(e), 240.13d-l(f) or 240.13d- l(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 Section 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).
================================================================================
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
SEC 1746(3-06)
<PAGE>
- -------------------
CUSIP No. 58047P107
- -------------------
- ----- --------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Springbok Capital Management, LLC
- ----- --------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- ----- --------------------------------------------------------------------------
3. SEC Use Only
- ----- --------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
- ----- --------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
- ----- --------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ----- --------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 0
by Each Reporting ----- ------------------------------------------------
Person With 8. Shared Voting Power
641,863+
----- ------------------------------------------------
9. Sole Dispositive Power
0
----- ------------------------------------------------
10. Shared Dispositive Power
641,863+
- ----- --------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,484
- ----- --------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- ----- --------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.7%
- ----- --------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
OO
- ----- --------------------------------------------------------------------------
(+) This figure excludes 488,800 shares which are held by Gavin Saitowitz in his
personal account, 3,094,723 shares which are directly owned by private
investment funds managed by Lyrical Partners, L.P. and 3,229,098 shares which
are directly owned by private investment funds managed by Soundpost Partners,
LP. Mr. Saitowitz is the managing member of Springbok Capital Management, LLC.
Jeffrey Keswin is the managing partner of Lyrical Partners, L.P. Jaime Lester is
the managing member of Soundpost Partners, LP. The Reporting Persons (as defined
below) may be deemed to be the beneficial owners of such shares as a result of
their membership in the Group (as defined below).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
2
<PAGE>
- -------------------
CUSIP No. 58047P107
- -------------------
- ----- --------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Springbok Capital Master Fund, LP
- ----- --------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- ----- --------------------------------------------------------------------------
3. SEC Use Only
- ----- --------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
- ----- --------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
- ----- --------------------------------------------------------------------------
6. Citizenship or Place of Organization
Cayman Islands
- ----- --------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 0
by Each Reporting ----- ------------------------------------------------
Person With 8. Shared Voting Power
641,863+
----- ------------------------------------------------
9. Sole Dispositive Power
0
----- ------------------------------------------------
10. Shared Dispositive Power
641,863+
- ----- --------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,484
- ----- --------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- ----- --------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.7%
- ----- --------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
- ----- --------------------------------------------------------------------------
(+) This figure excludes 488,800 shares which are held by Gavin Saitowitz in his
personal account, 3,094,723 shares which are directly owned by private
investment funds managed by Lyrical Partners, L.P. and 3,229,098 shares which
are directly owned by private investment funds managed by Soundpost Partners,
LP. Mr. Saitowitz is the managing member of Springbok Capital Management, LLC.
Jeffrey Keswin is the managing partner of Lyrical Partners, L.P. Jaime Lester is
the managing member of Soundpost Partners, LP. The Reporting Persons (as defined
below) may be deemed to be the beneficial owners of such shares as a result of
their membership in the Group (as defined below).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
SEC 1746(3-06)
<PAGE>
- -------------------
CUSIP No. 58047P107
- -------------------
- ----- --------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gavin Saitowitz
- ----- --------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- ----- --------------------------------------------------------------------------
3. SEC Use Only
- ----- --------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF; WC
- ----- --------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
- ----- --------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ----- --------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 488,800*
by Each Reporting ----- ------------------------------------------------
Person With 8. Shared Voting Power
641,863+
----- ------------------------------------------------
9. Sole Dispositive Power
488,800*
----- ------------------------------------------------
10. Shared Dispositive Power
641,863+
- ----- --------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,484
- ----- --------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- ----- --------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.7%
- ----- --------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- ----- --------------------------------------------------------------------------
(*) This figure includes 488,800 shares held by Mr. Saitowitz in his personal
account.
(+) This figure excludes 3,094,723 shares which are directly owned by private
investment funds managed by Lyrical Partners, L.P. and 3,229,098 shares which
are directly owned by private investment funds managed by Soundpost Partners,
LP. Jeffrey Keswin is the managing partner of Lyrical Partners, L.P. Jaime
Lester is the managing member of Soundpost Partners, LP. The Reporting Persons
(as defined below) may be deemed to be the beneficial owners of such shares as a
result of their membership in the Group (as defined below).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
<PAGE>
- -------------------
CUSIP No. 58047P107
- -------------------
- ----- --------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Soundpost Partners, LP
- ----- --------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- ----- --------------------------------------------------------------------------
3. SEC Use Only
- ----- --------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
- ----- --------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
- ----- --------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ----- --------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 0
by Each Reporting ----- ------------------------------------------------
Person With 8. Shared Voting Power
3,229,098+
----- ------------------------------------------------
9. Sole Dispositive Power
0
----- ------------------------------------------------
10. Shared Dispositive Power
3,229,098+
- ----- --------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,484
- ----- --------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- ----- --------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.7%
- ----- --------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
- ----- --------------------------------------------------------------------------
(+) This figure excludes 641,863 shares which are directly owned by private
investment funds managed by Springbok Capital Management, LLC, 488,800 shares
which are held by Gavin Saitowitz in his personal account and 3,094,723 shares
which are directly owned by private investment funds managed by Lyrical
Partners, L.P. Mr. Saitowitz is the managing member of Springbok Capital
Management, LLC. Jeffrey Keswin is the managing partner of Lyrical Partners,
L.P. The Reporting Persons (as defined below) may be deemed to be the beneficial
owners of such shares as a result of their membership in the Group (as defined
below).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
<PAGE>
- -------------------
CUSIP No. 58047P107
- -------------------
- ----- --------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jaime Lester
- ----- --------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- ----- --------------------------------------------------------------------------
3. SEC Use Only
- ----- --------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
- ----- --------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
- ----- --------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ----- --------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 0
by Each Reporting ----- ------------------------------------------------
Person With 8. Shared Voting Power
3,229,098+
----- ------------------------------------------------
9. Sole Dispositive Power
0
----- ------------------------------------------------
10. Shared Dispositive Power
3,229,098+
- ----- --------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,484
- ----- --------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- ----- --------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.7%
- ----- --------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- ----- --------------------------------------------------------------------------
(+) This figure excludes 641,863 shares which are directly owned by private
investment funds managed by Springbok Capital Management, LLC, 488,800 shares
which are held by Gavin Saitowitz in his personal account and 3,094,723 shares
which are directly owned by private investment funds managed by Lyrical
Partners, L.P. Gavin Saitowitz is the managing member of Springbok Capital
Management, LLC. Jeffrey Keswin is the managing partner of Lyrical Partners,
L.P. The Reporting Persons (as defined below) may be deemed to be the beneficial
owners of such shares as a result of their membership in the Group (as defined
below).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
<PAGE>
- -------------------
CUSIP No. 58047P107
- -------------------
- ----- --------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Lyrical Partners, L.P.
- ----- --------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- ----- --------------------------------------------------------------------------
3. SEC Use Only
- ----- --------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
- ----- --------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
- ----- --------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ----- --------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 0
by Each Reporting ----- ------------------------------------------------
Person With 8. Shared Voting Power
3,094,723+
----- ------------------------------------------------
9. Sole Dispositive Power
0
----- ------------------------------------------------
10. Shared Dispositive Power
3,094,723+
- ----- --------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,484
- ----- --------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- ----- --------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.7%
- ----- --------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
- ----- --------------------------------------------------------------------------
(+) This figure excludes 641,863 shares which are directly owned by private
investment funds managed by Springbok Capital Management, LLC, 488,800 shares
directly held by Gavin Saitowitz in his personal account and 3,229,098 shares
which are directly owned by private investment funds managed by Soundpost
Partners, LP. Mr. Saitowitz is the managing member of Springbok Capital
Management, LLC. Jaime Lester is the managing member of Soundpost Partners, LP.
The Reporting Persons (as defined below) may be deemed to be the beneficial
owners of such shares as a result of their membership in the Group (as defined
below).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
<PAGE>
- -------------------
CUSIP No. 58047P107
- -------------------
- ----- --------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jeffrey Keswin
- ----- --------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- ----- --------------------------------------------------------------------------
3. SEC Use Only
- ----- --------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
- ----- --------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
- ----- --------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ----- --------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 0
by Each Reporting ----- ------------------------------------------------
Person With 8. Shared Voting Power
3,094,723+
----- ------------------------------------------------
9. Sole Dispositive Power
0
----- ------------------------------------------------
10. Shared Dispositive Power
3,094,723+
- ----- --------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,484
- ----- --------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- ----- --------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.7%
- ----- --------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
- ----- --------------------------------------------------------------------------
(+) This figure excludes 641,863 shares which are directly owned by private
investment funds managed by Springbok Capital Management, LLC, 488,800 shares
directly held by Gavin Saitowitz in his personal account and 3,229,098 shares
which are directly owned by private investment funds managed by Soundpost
Partners, LP. Mr. Saitowitz is the managing member of Springbok Capital
Management, LLC. Jaime Lester is the managing member of Soundpost Partners, LP.
The Reporting Persons (as defined below) may be deemed to be the beneficial
owners of such shares as a result of their membership in the Group (as defined
below).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D (this "Statement") relates to shares of common
stock, $0.01 par value per share (the "Common Stock"), of MCG Capital
Corporation, a Delaware corporation (the "Issuer"). According to the Issuer's
most recent Form 10-Q filed with the U.S. Securities and Exchange Commission on
October 31, 2008, the principal executive offices of the Issuer are located at
1100 Wilson Boulevard, Suite 3000, Arlington, VA 22209.
Item 2. Identity and Background
(a) This Statement is being filed by: (i) Springbok Capital Management, LLC, a
Delaware limited liability company ("Springbok"); (ii) Springbok Capital Master
Fund, LP, a Cayman Islands limited partnership ("Springbok Master Fund," and,
together with Springbok, the "Springbok Entities"); (iii) Mr. Gavin Saitowitz, a
principal of Springbok, with respect to the shares of the Issuer's Common Stock
owned by Springbok and with respect to shares of the Issuer's Common Stock owned
personally by Mr. Saitowitz; (iv) Soundpost Partners, LP, a Delaware limited
partnership ("Soundpost"), as the investment manager to certain private
investment funds, with respect to shares of the Issuer's Common Stock owned by
such private investment funds; (v) Mr. Jaime Lester, a principal of Soundpost,
with respect to shares of the Issuer's Common Stock owned by Soundpost; (vi)
Lyrical Partners, L.P., a Delaware limited partnership ("Lyrical"), as the
investment manager to certain private investment funds; (vii) Mr. Jeffrey
Keswin, a principal of Lyrical, with respect to shares of the Issuer's Common
Stock owned by such private investment funds (the persons mentioned in (i)-(vii)
are referred to herein as the "Reporting Persons"). Mr. Saitowitz is the
managing member of Springbok and the managing partner of Springbok Master Fund.
Mr. Lester is the sole managing member of Soundpost. Mr. Keswin is the sole
managing partner of Lyrical.
As discussed further in Item 4, the Reporting Persons may be deemed to be part
of a group (the "Group") and, as such, have agreed jointly to file this Schedule
13D pursuant to a joint filing agreement (see Exhibit 99.6, attached hereto).
(b) The principal business address of the Springbok Entities and Mr. Saitowitz
is 130 East 59th Street, 11th Floor, New York, NY 10022.
The principal business address of Soundpost, Lyrical and Messrs. Lester and
Keswin is 405 Park Avenue, 6th Floor, New York, NY 10022.
(c) Springbok provides investment management services to private individuals and
institutions. The principal occupation of Mr. Saitowitz is investment
management.
Soundpost provides investment management services to private individuals
and institutions. The principal occupation of Mr. Lester is investment
management.
Lyrical provides investment management services to private individuals and
institutions. The principal occupation of Mr. Keswin is investment management.
(d) During the past five years, none of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Springbok is a Delaware limited liability corporation. Springbok Master Fund
is a Cayman Islands limited partnership. Soundpost and Lyrical are both Delaware
limited partnerships. Messrs. Saitowitz, Lester and Keswin are all United States
citizens.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
The Springbok Entities
The net investment cost of the shares of the Issuer's Common Stock held by the
private investment funds managed by the Springbok Entities is $1,975,012.45. The
source of funds for this consideration was working capital of private investment
funds managed by the Springbok Entities. No borrowed funds were used to purchase
the shares of the Issuer's Common Stock, other than any borrowed funds used for
working capital purposes in the ordinary course of business.
Soundpost
The net investment cost of the shares of the Issuer's Common Stock held by the
private investment funds managed by Soundpost is $2,318,520.87. The source of
funds for this consideration was working capital of private investment funds
managed by Soundpost. No borrowed funds were used to purchase the Common Stock,
other than any borrowed funds used for working capital purposes in the ordinary
course of business.
Lyrical
The net investment cost of the shares of the Issuer's Common Stock held by the
private investment funds managed by Lyrical is $2,217,308.70. The source of
funds for this consideration was working capital of private investment funds
managed by Lyrical. No borrowed funds were used to purchase the Common Stock,
other than any borrowed funds used for working capital purposes in the ordinary
course of business.
Mr. Saitowitz
The net investment cost of the shares of the Issuer's Common Stock held
personally by Mr. Saitowitz is $1,443,005.34. The source of funds for this
consideration was entirely from Mr. Saitowitz's personal account. No borrowed
funds were used to purchase the Common Stock held by Mr. Saitowitz.
Item 4. Purpose of Transaction
Mr. Saitowitz and the Springbok Entities initially acquired the shares held by
them for investment in the ordinary course of business on the belief that such
shares were undervalued and represented an attractive investment opportunity.
Based on Springbok's evaluation of the Issuer's operating results and public
pronouncements and considering the continued decline in the share price, in the
third fiscal quarter of 2008, Mr. Saitowitz and the Springbok Entities began to
consider whether it might be appropriate to further engage with the Issuer and
its management and/or board of directors regarding certain potential strategic
alternatives identified by Mr. Saitowitz and the Springbok Entities. The
strategic initiatives identified by Mr. Saitowitz and the Springbok Entities may
include, but may not be limited to, a sale of the Issuer, the orderly
liquidation of assets and return of cash to the Issuer's stockholders, the use
of excess cash flow to repurchase shares, changes in the operating or investment
strategy of the Issuer, changes in board composition, the hiring of an outside
investment manager, the reinstatement of the Issuer's dividend, and the
replacement of management if they are unwilling or unable to act in the best
interests of the Issuer's stockholders in a timely fashion, as well as the
pursuit of other plans or proposals which may relate to or result in the changes
described herein.
In October 2008, Mr. Saitowitz approached Mr. Lester to discuss working together
to analyze and determine the course of action likely to be most beneficial to
the Issuer's stockholders and how best to propose to the Issuer how the
potential strategic alternatives identified by Mr. Saitowitz and the Springbok
Entities could most effectively be implemented. During the last two weeks of
October and the first week of November, the Reporting Persons had intermittent
discussions regarding the possibility of coordinating their activities. On
November 10, 2008, Springbok, Lyrical and Soundpost reached an agreement to work
together to effect change at the Issuer for the benefit of all stockholders and
on November 12, 2008 they entered into a binding term sheet (the "November 12
Term Sheet") setting forth the terms and conditions upon which they would
cooperate in respect of their investments in the Issuer. On November 19, 2008,
Springbok, Lyrical and Soundpost entered into an amended and restated term sheet
(the "Amended and Restated Term Sheet"), which superseded the November 12 Term
Sheet and is attached to this
<PAGE>
Schedule 13D as Exhibit 99.5.
The Reporting Parties intend to seek to enter into discussions with the
management of the Issuer in order to encourage the Issuer to pursue one or a
combination of the strategic alternatives identified by the Springbok Entities.
While the Reporting Parties seek to engage in constructive discussions with the
Issuer and hope that such discussions will be amicable and result in concrete
steps to increase value for all of the Issuer's stockholders, the Reporting
Parties nonetheless reserve the right to take further steps to bring about an
increase in stockholder value, including, but not limited to, the steps
identified in the first paragraph of this Item 4.
Pursuant to the Amended and Restated Term Sheet, Lyrical and Soundpost have
agreed to purchase, at their reasonable trading discretion and subject to force
majeure, an additional number of shares of the Issuer's Common Stock to be
determined by them based upon market conditions, changes in trading patterns and
the availability of securities and the prices thereof, provided that Lyrical and
Soundpost will not purchase any such additional shares if such purchase would
cause the combined beneficial ownership of the Reporting Persons to exceed
14.99% of the Issuer's outstanding Common Stock. Lyrical and Soundpost will not
be required to purchase additional shares of the Issuer's Common Stock if the
cost of such shares exceeds an amount per share agreed upon by Springbok,
Lyrical and Soundpost, or if the purchase of such shares would cause the average
cost basis for such shares acquired by Lyrical and Soundpost (excluding any
shares acquired from Springbok) to exceed an amount per share agreed upon by
Springbok Lyrical and Soundpost, which amounts are both subject to adjustment
from time to time based upon changes in market conditions, changes in trading
patterns and the availability of the securities and the prices thereof.
The Reporting Persons may determine from time to time to (a) acquire additional
securities of the Issuer in the open market, in private transactions or
otherwise; (b) sell some or all of the securities they now hold or may hereafter
acquire; or (c) enter into hedging transactions with respect to the shares of
the Issuer's Common Stock they now hold, in each case based on factors that such
Reporting Persons may deem relevant at the time. Such factors may include, but
may not be limited to, (i) general market and economic conditions, (ii) the
business affairs and financial condition of the Issuer, (iii) the outcome of the
Reporting Persons' discussions with the Issuer, (iv) the availability of
securities at favorable prices, (v) alternative investment opportunities
available to the Reporting Persons, (vi) increases or decreases in the capital
commitments of investors in the Reporting Persons, and (vii) the capital
requirements of the Reporting Persons.
Except as stated in the above response to this Item 4, the Reporting Persons
have no current plans or proposals with respect to the Issuer or its securities
of the types enumerated in subparagraphs (a) - (j) of Item 4 of this Statement.
Item 5. Interest in Securities of the Issuer
(a)-(b) Set forth in the table below are the number and percentage of shares of
Common Stock beneficially owned by each of the Reporting Persons as of November
20, 2008.
<TABLE>
<CAPTION>
Number of Shares Number of Shares Aggregate Percentage
Beneficially Beneficially Number of of
Owned with Owned with Shares Class
Sole Voting and Shared Voting and Beneficially Beneficially
Name Dispositive Power Dispositive Power Owned Owned
- --------------------------------- --------------------- ---------------------- -------------- --------------
<S> <C> <C> <C> <C>
Springbok Capital Management, LLC 0 641,863 641,863 0.8%
Springbok Capital Master Fund, LP 0 641,863 641,863 0.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares Aggregate Percentage
Beneficially Beneficially Number of of
Owned with Owned with Shares Class
Sole Voting and Shared Voting and Beneficially Beneficially
Name Dispositive Power Dispositive Power Owned Owned
- --------------------------------- --------------------- ---------------------- -------------- --------------
<S> <C> <C> <C> <C>
Gavin Saitowitz 488,800 641,863 1,130,663 1.5%
Soundpost Partners, LP 0 3,094,723 3,094,723 4.1
Jaime Lester 0 3,094,723 3,094,723 4.1
Lyrical Partners, L.P. 0 3,229,098 3,229,098 4.2
Jeffrey Keswin 0 3,229,098 3,229,098 4.2
Total for all Reporting Persons n/a n/a 7,454.484 9.7
</TABLE>
Other than as described above, no Reporting Person beneficially owns any
securities of the Issuer.
(c) Information concerning transactions in shares of the Issuer's Common Stock
effected by the Reporting Persons during the past sixty (60) days is set forth
on Exhibits 99.1 - 99.4 hereto and is incorporated herein by reference.
(d) Pursuant to the Amended and Restated Term Sheet, Springbok is entitled to
receive 5% of each of Soundpost and Lyrical's respective aggregate realized
profits (including dividends received) for the period commencing on November 10,
2008 and ending on December 31, 2013 with respect to shares of the Issuer's
Common Shares held by them during such period, and all such profits will be
deemed to have been realized as of December 31, 2013, if not realized sooner.
Other than as described above, to the best knowledge of the Reporting Persons,
no person (other than the Reporting Persons) has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of the Issuer's Common Stock connection with the transactions
described in this Statement.
(e) Not applicable.
Item 6. Contracts, Agreements, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Soundpost and Lyrical have agreed to purchase, at their reasonable trading
discretion and subject to force majeure, an additional number of shares of
the Issuer's Common Stock, provided that that the collective position of the
Reporting Persons will not exceed a 14.99% ownership stake in the Issuer's
Common Stock. Lyrical and Soundpost, neither collectively nor individually, have
any obligation whatsoever to make any purchases of additional shares of the
Issuer's Common Stock if the cost of such shares exceeds an amount per share
agreed upon by Springbok, Lyrical and Soundpost, or if the purchase of such
shares would cause the average cost basis for such shares acquired by Lyrical
and Soundpost (excluding any shares acquired from Springbok) to exceed an amount
per share agreed upon by Springbok Lyrical and Soundpost, which amounts are both
subject to adjustment from time to time based upon changes in market conditions,
changes in trading patterns and the availability of the securities and the
prices thereof. All decisions with respect to shares of the Issuer's Common
Stock beneficially owned by the Reporting Persons will be made jointly, and each
of Springbok, on the one hand, and Lyrical and Soundpost, on the other hand,
will have a 50% voting interest with respect to such decisions. This voting
arrangement does not limit the ability of
<PAGE>
either Lyrical or Soundpost to buy or sell shares of Issuer so long as, if,
prior to May 1, 2009, Lyrical or Soundpost determines to sell any of their
shares of the Issuer's Common Stock, they will permit Springbok to participate
in such sale on a pro rata basis, based on the number of shares of the Issuer's
Common Stock held by the selling parties. The Springbok entities have agreed not
to sell their shares of the Issuer's Common Stock prior to May 1, 2009 without
the consent of Lyrical and Soundpost. After May 1, 2009, the Springbok Entities
may elect to sell any shares of the Issuer's Common Stock, provided that they
must allow Lyrical and Soundpost to participate in such sale on a pro rata
basis, based on the number of shares of the Issuer's Common Stock held by the
selling parties.
The Amended and Restated Term Sheet provides that Springbok will receive from
Soundpost and Lyrical (i) a professional services fee in the amount of $350,000,
payable in four equal, quarterly installments, commencing in the fourth quarter
of 2008; and (ii) additional payments equal to 5% of each of Soundpost and
Lyrical's respective aggregate realized profits (including dividends received)
for the period commencing on November 10, 2008 and ending on December 31, 2013
with respect to shares of the Issuer's Common Shares held by them during such
period, and all such profits will be deemed to have been realized as of December
31, 2013, if not realized sooner.
Other than as described in this Item 6, to the best knowledge of the Reporting
Persons there are no contracts, arrangements, understandings or relationships
among the Reporting Persons, and between any such persons and any other person,
with respect to any securities of the Issuer, including but not limited to,
transfer and voting of any of the securities of the Issuer, joint ventures, loan
or option arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies or a pledge or contingency the
occurrence of which would give another person voting power or investment power
over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 - Transactions in the Issuer's Common Stock by Mr. Saitowitz
during the past sixty (60) days
Exhibit 99.2 - Transactions in the Issuer's Common Stock by the Springbok
Entities during the past sixty (60) days
Exhibit 99.3 - Transactions in the Issuer's Common Stock by Lyrical during
the past sixty (60) days
Exhibit 99.4 - Transactions in the Issuer's Common Stock by Soundpost
during the past sixty (60) days
Exhibit 99.5 - Amended and Restated Term Sheet
Exhibit 99.6 - Agreement among the Reporting Persons to file this Schedule
13D jointly on behalf of each of them
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 20, 2008
SPRINGBOK CAPITAL MANAGEMENT, LLC
By: /s/ Gavin Saitowitz
-----------------------------
Name: Gavin Saitowitz
Title: Managing Member
SPRINGBOK CAPITAL MASTER FUND, LP
By: /s/ Gavin Saitowitz
-----------------------------
Name: Gavin Saitowitz
Title: Managing Partner
LYRICAL PARTNERS, L.P.
By: /s/ Jeffrey Keswin
-----------------------------
Name: Jeffrey Keswin
Title: Managing Partner
SOUNDPOST CAPITAL, LP
By: Jaime Lester
-----------------------------
Name: Jaime Lester
Title: Managing Member
/s/ Gavin Saitowitz
---------------------------------
Gavin Saitowitz
/s/ Jaime Lester
---------------------------------
Jaime Lester
/s/ Jeffrey Keswin
---------------------------------
Jeffrey Keswin
<PAGE>
Exhibit 99.1
None.
<PAGE>
Exhibit 99.2
Transactions in the Issuer's Common Stock by the Springbok Entities during the
past sixty (60) days
Unless otherwise noted, all transactions listed below took place on the open
market.
<TABLE>
<CAPTION>
Date of Amount of Average Price
Name Transaction Shares Per Share
- --------------------------------- ------------------- ---------------- -----------------------
<S> <C> <C> <C>
Springbok Capital Management, LLC 09/22/08 43,000 $3.16
Springbok Capital Management, LLC 09/23/08 75,000 3.16
Springbok Capital Management, LLC 09/24/08 95,100 3.06
Springbok Capital Management, LLC 09/25/08 41,400 3.03
Springbok Capital Management, LLC 09/26/08 62,200 2.99
Springbok Capital Management, LLC 09/29/08 64,000 2.91
Springbok Capital Management, LLC 10/02/08 40,300 2.02
Springbok Capital Management, LLC 10/03/08 26,500 1.89
Springbok Capital Management, LLC<F1> 11/20/08 (2,571,360) 0.76
Springbok Capital Management, LLC<F1> 11/20/08 (52,477) 0.77
Springbok Capital Master Fund, LP 09/22/08 35,430 3.16
Springbok Capital Master Fund, LP 09/23/08 61,796 3.16
Springbok Capital Master Fund, LP 09/24/08 78,357 3.06
Springbok Capital Master Fund, LP 09/25/08 34,111 3.03
Springbok Capital Master Fund, LP 09/26/08 540,982 3.04
Springbok Capital Master Fund, LP 09/26/08 62,200 2.99
Springbok Capital Master Fund, LP 09/29/08 64,000 2.91
Springbok Capital Master Fund, LP 10/02/08 40,300 2.02
Springbok Capital Master Fund, LP 10/03/08 26,500 1.89
Springbok Capital Master Fund, LP<F1> 11/20/08 (1,311,919) 0.76
Springbok Capital Master Fund, LP<F1> 11/20/08 (1,311,918) 0.77
</TABLE>
- ----------
<F1> Sales to Lyrical and Soundpost transacted in block trades.
<PAGE>
Exhibit 99.3
Transactions in the Issuer's Common Stock by Lyrical during the past sixty (60)
days
Unless otherwise noted, all transactions listed below took place on the open
market.
<TABLE>
<CAPTION>
Date of Amount of Average Price
Name Transaction Shares Per Share
- --------------------------------- ------------------- ---------------- -----------------------
<S> <C> <C> <C>
Lyrical Partners, L.P. 11/11/08 55,400 $0.77
Lyrical Partners, L.P. 11/12/08 73,400 0.73
Lyrical Partners, L.P. 11/13/08 90,400 0.70
Lyrical Partners, L.P. 11/14/08 186,300 0.78
Lyrical Partners, L.P. 11/17/08 50,500 0.68
Lyrical Partners, L.P. 11/18/08 82,000 0.68
Lyrical Partners, L.P. 11/19/08 394,500 0.66
Lyrical Partners, L.P.<F1> 11/20/08 1,311,918 0.76
Lyrical Partners, L.P. 11/20/08 850,305 0.66
</TABLE>
- ----------
<F1> Purchase from the Springbok Entities transacted in a block trade.
<PAGE>
Exhibit 99.4
Transactions in the Issuer's Common Stock by Soundpost during the past sixty
(60) days
Unless otherwise noted, all transactions listed below took place on the open
market.
<TABLE>
<CAPTION>
Date of Amount of Average Price
Name Transaction Shares Per Share
- --------------------------------- ------------------- ---------------- -----------------------
<S> <C> <C> <C>
Soundpost Partners, LP 11/10/08 59,900 $0.83
Soundpost Partners, LP 11/11/08 69,600 0.79
Soundpost Partners, LP 11/12/08 70,893 0.73
Soundpost Partners, LP 11/13/08 61,800 0.69
Soundpost Partners, LP 11/14/08 226,560 0.75
Soundpost Partners, LP 11/15/08 67,829 0.68
Soundpost Partners, LP<F1> 11/20/08 1,311,919 0.76
Soundpost Partners, LP 11/20/08 971,774 0.66
</TABLE>
- ----------
<F1> Purchase from the Springbok Entities.
<PAGE>
Exhibit 99.5
A request for confidential treatment has been filed with respect to certain
portions of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission. Portions of this Exhibit 99.5 that have been
omitted pursuant to such request for confidential treatment are indicated with
"[***]."
Amended and Restated Term Sheet
This amended and restated term sheet (the "Term Sheet") entered into on
November 19, 2008 and effective as of November 10, 2008 amending and restating
in all respects that certain term sheet, dated November 12, 2008, among
Springbok, Soundpost and Lyrical. The Term Sheet sets forth the general terms
and conditions, pursuant to which the Co-Venturing Parties will purchase common
stock of MCG Capital Corp. from Springbok in exchange for consideration, and on
the terms and conditions, set forth below. By executing this Term Sheet the
parties hereto agree to make commercially reasonable efforts to enter into
definitive documents incorporation the terms set forth below, provided, however
that until superseded by such definitive documents, this Term Sheet shall be
binding on each party hereto.
Parties: Springbok Capital Management, LLC (together with its
affiliated entities, "Springbok"), Soundpost Partners, LP
(together with its affiliated entities, "Soundpost") and
Lyrical Partners, LP (on behalf of certain of its
affiliated entities, "Lyrical") Lyrical and Soundpost are
sometimes collectively referred to as the "Co-Venturing
Parties."
Stock Purchase: The Co-Venturing Parties agree to (i) purchase from
Springbok 2,623,837 shares of common stock of MCG Capital
Corp. ("MCG") at a price per share equal to $0.7602. The
Co-Venturing Parties further agree to purchase, at their
reasonable trading discretion and subject to force majeure,
an additional [***] shares of common stock of MCG (or such
other number as shall be agreed among the parties), provided
that the parties shall ensure that their aggregate MCG
common stock holdings shall not exceed 14.99% of the issued
and outstanding common stock of MCG; provided, further, that
the Co-Venturing Parties shall have no obligation to
purchase any MCG common stock if the cost of such shares
exceeds a price as to be agreed from time to time among the
parties and which shall initially be $[***] per share or if
any such purchase would cause the average cost basis of such
shares acquired by the Co-Venturing Parties (excluding any
shares acquired from Springbok) to exceed an amount to be
agreed from time to time among the parties and which shall
initially be $[***] per share. In any event and
notwithstanding the foregoing, the parties hereto agree to
evaluate the number of shares that the Co-Venturing Parties
shall purchase and the prices at which such shares will be
purchased and, from time to time, may agree to adjust the
number of shares purchased and the targeted cost parameters
for, among other things, changes in market conditions,
changes in trading patterns, the availability
<PAGE>
of securities and the prices thereof. Springbok shall not
purchase further shares of MCG common stock without the
consent of the Co-Venturing Parties.
Purpose: To encourage MCG to pursue one or a combination of strategic
alternatives. Such strategic alternatives may include, but
may not be limited to, a sale of MCG, the orderly
liquidation of assets and return of cash to MCG's
stockholders, the use of excess cash flow to repurchase
shares, changes in the operating or investment strategy of
MCG, changes in board composition, the hiring of an outside
investment manager, the reinstatement of MCG's dividend, and
the replacement of management if they are unwilling or
unable to act in the best interests of MCG's stockholders in
a timely fashion, as well as the pursuit of other plans or
proposals which may relate to or result in the changes
described herein.
Fees: The Co-Venturing Parties shall pay Springbok (i) a $350,000
professional service fee, payable in four equal quarterly
installments, commencing on December 25, 2008, and (ii)
payments equal to 5% of each of the Co-Venturing Parties'
respective aggregate realized profits on its MCG common
stock including any dividend payments, payable within 15
days of such realization; provided, that all such profits
shall be deemed to have been realized as of December 31,
2013, if not realized sooner. The payments made pursuant to
clause (ii) above shall be based on the closing price of the
MCG common stock shares on the earlier of (i) the date of
such realized profits or (ii) December 31, 2013, and
adjusted for dividends, etc.
Nothing contained herein shall make Lyrical, on the one
hand, or Soundpost, on the other hand, responsible for the
other's obligations.
Voting: All voting decisions with regards to the MCG common stock
held by Springbok or the Co-Venturing Parties will be made
jointly, and each of Springbok, on the one hand, and the
Co-Venturing Parties, on the other hand, will have a 50%
voting interest with respect to such decisions.
Tag Along Right: Up to and including May 1, 2009, Springbok may not
sell any of its MCG common stock without the Co-Venturing
Parties' prior consent, provided that if the Co-Venturing
Parties sell any MCG common stock within this period,
Springbok may sell a pro-rata portion of its MCG common
stock in such sale without the Co-Venturing Parties'
consent. After May 1, 2009, if either Springbok or the
Co-Venturing Parties sell any of their MCG
<PAGE>
common stock the other party (of Springbok and the
Co-Venturing Parties) may sell a pro-rata portion of its MCG
common stock in such sale.
Publicity: Except as may be required by applicable law or regulation,
no party shall make any public announcement relating to MCG
common stock holding of Springbok or the Co-Venturing
Parties without the other party's (of Springbok and the
Co-Venturing Parties) prior written consent.
Legal and The parties agree to ratably pay all legal and
Professional Fees professional fees and expenses incurred in connection with
and Expenses: the transactions to $1,000,000. The parties agree further
that any amount of such fees and expenses in excess of
$1,000,000 shall be paid one third (1/3) by Springbok, one
third (1/3) by Lyrical and one third (1/3) by Soundpost.
Notwithstanding the foregoing, any legal fees will be
approved in increments of $250,000, at the sole discretion
of the Co-Venturing Parties.
Governing Law: This Term Sheet and the agreements contained herein
shall be governed and construed in accordance with the laws
of the State of New York applicable to agreements made and
to be performed within such State. Any judicial proceeding
brought arising out of any matter related hereto may be
brought in the courts of the State of New York, or in the
United States District Court for the Southern District of
New York, and, by execution and delivery of this Term Sheet,
the parties accept the exclusive jurisdiction of such
courts.
Amendments: This Term Sheet may not be changed, and any of the terms
cannot be waived, except pursuant to an instrument in
writing signed by each of the parties hereto or, in the case
of a waiver, by the party waiving compliance.
Termination: This Term Sheet shall terminate automatically on January 1,
2014 or on such earlier date mutually agreed to by the
parties.
Assignment: Springbok may, with the consent of the Co-Venturing Parties
(which shall not be unreasonably withheld) assign its rights
and obligations to an entity to be formed by Gavin Saitowitz
and certain principals of Springbok. Upon such assignment,
Springbok shall be released of any obligation hereunder.
Confidentiality: The terms and conditions of this Term Sheet are valuable,
confidential and proprietary information. As such, the
parties agree to keep all the terms and conditions set forth
herein confidential and not to disclose such terms and
conditions to any third parties except to the extent
required by applicable law or regulation or as consented to
in writing.
[Remainder of page left intentionally blank]
<PAGE>
This Term Sheet is hereby acknowledged and agreed:
SPRINGBOK CAPITAL MANAGEMENT, LLC
By: /s/ Gavin Saitowitz
-----------------------------
Gavin Saitowitz
Managing Member
SOUNDPOST PARTNERS, LP
By: /s/ Jaime Lester
-----------------------------
Jaime Lester
Managing Member
LYRICAL PARTNERS, L.P.
By: Jeffrey Keswin
-----------------------------
Jeffrey Keswin
Managing Partner
<PAGE>
Exhibit 99.6
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees to file jointly the Statement on
Schedule 13D to which this agreement is attached, and any amendments to the
statement on Schedule 13D (the "Schedule 13D"), with respect to common stock,
par value $.01 per share, of MCG Capital Corp., a Delaware corporation, which
may be deemed necessary, pursuant to Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any future amendments to the
Schedule 13D, and for the completeness and accuracy of the information
concerning such party contained therein, but such party is not responsible for
the completeness or accuracy of information concerning any other party unless
such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this agreement shall be attached
as an exhibit to the statement on the Schedule 13D, and any future amendments to
the Schedule 13D, filed on behalf of each of the parties hereto.
Date: November 20, 2008
In witness whereof, the undersigned has duly executed this agreement as of
the date first written above.
SPRINGBOK CAPITAL MANAGEMENT, LLC
By: /s/ Gavin Saitowitz
-----------------------------
Name: Gavin Saitowitz
Title: Managing Member
SPRINGBOK CAPITAL MASTER FUND, LP
By: /s/ Gavin Saitowitz
-----------------------------
Name: Gavin Saitowitz
Title: Managing Partner
LYRICAL PARTNERS L.P.
By: /s/ Jeffrey Keswin
-----------------------------
Name: Jeffrey Keswin
Title: Managing Partner
SOUNDPOST CAPITAL, LP
By: Jaime Lester
-----------------------------
Name: Jaime Lester
Title: Managing Member
/s/ Gavin Saitowitz
---------------------------------
Gavin Saitowitz
/s/ Jaime Lester
---------------------------------
Jaime Lester
<PAGE>
/s/ Jeffrey Keswin
---------------------------------
Jeffrey Keswin
</TEXT>
</DOCUMENT>
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