March 23, 2018
SECURITIES AND EXCHANGE COMMISSION
Washington,
WASHINGTON, D.C. 20549
Amendment No. 1
to
To
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOWER INTERNATIONAL, INC.Tower international, Inc.
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)
| Delaware | | | 27-3679414 | |
| (State or incorporation or | | | (I.R.S. Employer Identification | |
Tower International, Inc.
17672 Laurel Park Drive North, Suite 400 E
Livonia, Michigan 48152
(248) 675-6000
(248-675-6000)
(Address, Including Zip Code,including zip code, and Telephone Number, Including Area Code,telephone number, including
area code, of Registrant’s Principal Executive Offices)
James Gouin
Jeffrey Kersten
Chief Financial Officer
Tower International, Inc.
17672 Laurel Park Drive North, Suite 400 E
Livonia, Michigan 48152
(248) 675-6000
(248-675-6000)
With a copy to:
D. Richard McDonald,Peter H. Ehrenberg, Esq.
Dykema Gossett PLLC
39577 Woodward
Lowenstein Sandler LLP
1251 Avenue Suite 300
Bloomfield Hills, MI 48304
(248) 203-0700
of the Americas
New York, New York 10020
Tel: (212) 262 - 6700
Registration Statement becomes effective.
box: ☐
box: ☒
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| Large accelerated | | | Accelerated | | | Non-accelerated filer: ☐ | | | Smaller reporting company: ☐ | |
Emerging growth company: ☐ | | | | | | (Do not check if reporting company) | |
Title of each class of securities to be registered(1) | | | Amount to be Registered(1)(2) | | | Proposed maximum offering price per unit(1)(2) | | | Proposed maximum Aggregate Offering Price(1)(2) | | | Amount of registration fee(2) | | ||||||||||||
Common Stock, par value $0.01 per share(3) | | | | | | ||||||||||||||||||||
Preferred Stock, par value $0.01 per share(4) | | | | | | ||||||||||||||||||||
Warrants(5) | | | | | | ||||||||||||||||||||
Debt Securities(6) | | | | | | ||||||||||||||||||||
Subscription Rights(7) | | | | | | ||||||||||||||||||||
Depositary Shares(8) | | | | | | ||||||||||||||||||||
Units(9) | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL: | | | | | | | | | | | | | | $ | 300,000,000 | | | | | $ | 37,350.00(10) | | | ||
|
Preliminary Prospectus Dated March 23, 2018
and
12,467,866
Preferred Stock
Warrants
Debt Securities
Subscription Rights
Depositary Shares Of Common Stock Offered by the Selling Stockholder
Units
Our registration of the shares of common stock covered by this prospectus does not mean that we or the Selling Stockholder will offer or sell any of the shares. We and/or the Selling Stockholder may sell the shares of common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how we and/or the Selling Stockholder may sell our respective shares in the section entitled “Plan of Distribution” beginning on page 8.
This prospectus describes some of the general terms that may apply to these securities. The specific terms of any securities to be offered will be described in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you make your investment decision.
offering. Our common stock is listed on the New York Stock Exchange under the trading symbol “TOWR.” On August 2, 2012, theThe last reported sale ofprice for our common stock on March 22, 2018 as quoted on the New York Stock Exchange was $7.91$27.70 per share.
You are urged to obtain current market quotations of our common stock. We have no preferred stock, warrants, debt securities, subscription rights, depositary shares or units listed on any market. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.
InvestingWe may sell these securities directly to our stockholders or to purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in our common stock involves risks. You should carefully readthe sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and consider the risk factors included in our periodic reports, in any prospectus supplements relating to specific offerings of our common stock and in other documents that we file with the Securities and Exchange Commission. See “Risk Factors” on page 3.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2012.
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EXPERTS | | | | 23 | | | |
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We are responsible for the information contained and incorporated by reference in this prospectus, as supplemented by any applicable prospectus supplements andsupplement. We have not authorized any related free writing prospectus we prepare or authorize. Neither we, the Selling Stockholder nor any underwriter has authorized anyoneother person to provide you with different information. If anyone provides you with different or inconsistent information, different fromyou should not rely upon it. You should assume that containedthe information in this prospectus any applicablewas accurate on the date of the front cover of this prospectus supplementonly and that the documents incorporated by reference herein.
The information contained in this prospectus, in any prospectus supplement was accurate on the date of the front cover of that prospectus supplement only. Our business, financial condition, results of operations and prospects may change since those dates.
This prospectus is not an offer to sell or solicitation of an offer to buy these shares of common stock in any circumstances under which or jurisdiction in which the offer or solicitation is unlawful.
Unless the context otherwise indicates, the terms “Tower,” “Company,” “we,” “us,” and “our” as usedsecurities described in this prospectus refer to Tower International, Inc. and its subsidiaries. Unless the context otherwise indicates, the phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement(s).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements are based upon management’s expectations and beliefs concerning future developments and their potential effects on us. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. For example, all statements we make relating to our expected financial position, strategies and grow prospects and general economic conditions we expect to exist in the future are forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially include the factors that we describe under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which is incorporated by reference. These factors, risks and uncertainties include, but are not limited to, the following:
OUR COMPANY
prospectus.
vehicles.
We believe that our productengineering, manufacturing, and program management capabilities, our geographic, customer and product diversification, and our competitive cost and quality, our financial discipline, and our colleague engagement position us for long-term success.
the New York Stock Exchange.
RISK FACTORS
Investing in our common stock involves risks. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors in the section entitled “Risk Factors” in any prospectus supplement as well as our most recent Annual Report on Form 10-K, and in our Quarterly Reports on Form 10-Q filed subsequent to the Annual Report on Form 10-K, which are incorporated by reference into this prospectus and should not be considered to be a part of this prospectus or relied upon in connection herewith.
| | | Year ended December 31, | | |||||||||||||||||||||||||||
| | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | | |||||||||||||||
Ratio | | | | | 4.7x | | | | | | 3.2x | | | | | | 2.7x | | | | | | 2.1x | | | | | | * | | |
whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
Except as may be
which may include acquisitions or investments in businesses, products or technologies that are complementary to our own, increasing our working capital, reducing indebtedness, and capital expenditures.
CERTAIN FINANCIAL INFORMATION
In June 2011, the Financial Accounting Standards Board issued guidance on the presentationa prospectus supplement.
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands - unaudited)
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Net income / (loss) | $ | 13,173 | $ | (28,453 | ) | $ | (59,032 | ) | ||||
Other comprehensive income / (loss), net of tax: | ||||||||||||
Foreign currency translation adjustment (net of tax of $0) | (9,952 | ) | 10,108 | 12,451 | ||||||||
Defined benefit plans, net (net of tax of $0, $0, and $2.9 million) | (33,644 | ) | (3,060 | ) | 4,565 | |||||||
Settlement of interest rate swap (net of tax of $2 million in 2010) | - | 12,551 | - | |||||||||
Unrealized gain / (loss) on qualifying cash flow hedge (net of tax of $0, $0.1 million, and $2 million) | 267 | (255 | ) | 4,029 | ||||||||
Other comprehensive income / (loss) | (43,329 | ) | 19,344 | 21,045 | ||||||||
Comprehensive loss | (30,156 | ) | (9,109 | ) | (37,987 | ) | ||||||
Less: comprehensive income attributable to the noncontrolling interests | 7,252 | 9,952 | 8,885 | |||||||||
Comprehensive loss attributable to Tower International, Inc. | $ | (37,408 | ) | $ | (19,061 | ) | $ | (46,872 | ) |
SELLING STOCKHOLDER
The Selling Stockholder may resellDelaware General Corporation Law, as amended from time to time up(the “DGCL”).
holders of our common stock. The following table, based upon information currently knownissuance of preferred stock could have the effect of restricting dividends on our common stock (if any are declared), diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control of our company, all without further action by us, sets forth asour stockholders. As of March 5, 2012: (i) thenumber date of this prospectus, no shares held of record or beneficially byour preferred stock were outstanding.
Name of Selling Stockholder | Common Stock Beneficially Owned Prior to the Offering(1) | Common Stock Offered Pursuant to this Prospectus(1) | Beneficially Owned Upon Completion of this Offering (1)(2) | Percentage of Common Stock Beneficially Owned Upon Completion of this Offering (1) | ||||||||||||
Stephen Feinberg (1) | 13,049,310 | 12,467,866 | 0 | 0 |
(1) Tower International Holdings, LLC (“Tower Holdings”) owns 12,467,866 sharesIncorporation and Bylaws
(2) We do not know when or in what amounts the Selling Stockholder may offer shares for sale. The Selling Stockholder may not sell any or all of the shares offered by this prospectus. Because the Selling Stockholder may offer all or some of the shares pursuant to this offering, we cannot estimate the number of the shares thatdirectors whose terms then expire will be held byelected to serve from the Selling Stockholder after completiontime of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the Selling Stockholder.
Material Relationships
Corporate Conversion. On October 14, 2010, immediately prior to our initial public offering , or “IPO”, Tower Automotive, LLC, a Delaware limited liability company, was converted from a limited liability company to a Delaware corporationelection and changed its name to Tower International, Inc (the “Corporate Conversion”). Prior to the Corporate Conversion, the equity owners of Tower Automotive, LLC contributed their equity interests in Tower Automotive, LLC to Tower International Holdings, LLC in exchange for equity interests in Tower International Holdings, LLC (referred to herein as the Selling Stockholder). By virtue of the Corporate Conversion: (i) Tower International, Inc. succeeded to all of the assets, liabilities, contractual rights and contractual obligations of Tower Automotive, LLC; and (ii) the equity interests in Tower Automotive, LLC held by Tower International Holdings, LLC were converted into a total of 12,467,866 shares of the common stock of Tower International, Inc., which represented all of the Company’s outstanding common stockqualification until the IPO was consummated.
Notes Offering. On August 24, 2010, the Company consummated a private offeringthird annual meeting following election.
In connection with the consummation of the Notes Offering, Cerberus caused one of its affiliates to cancel $25 million aggregate principal amount of the first lien term loan and in exchange therefore an affiliate of Cerberus received an equity interest in Tower. That equity interest was transferred to the Selling Stockholder as part of the Corporate Conversion.
Consulting Services. Cerberus doesour bylaws allow for not charge us a quarterly or annual management or sponsor fee. During 2011 we reimbursed COAC, an affiliate of CCM, less than $100,000 for consulting services. If we request COAC, an affiliate of Cerberus, to provide consulting services in the future, we would expect to reimburse COAC for the salariesthree and benefits of the individuals providing such services on behalf of COAC.
Registration Rights Agreement. In connection with the IPO, Tower entered into a registration rights agreement with the Selling Stockholder. The agreement provides the Selling Stockholder with certain demand and piggyback registration rights, as well as indemnification protection and expense reimbursement in the event that shares of the Selling Stockholder’s common stock are sold pursuant to a registration statement covered by that agreement.
Voting Agreements. Also in connection with the IPO, individuals who received grants of restricted stock units (“RSUs”) from the Company entered into voting agreements with Cerberus. Those voting agreements enable Cerberus to direct the voting of the shares of Tower common stock that such individuals receive pursuant to the RSU grants and upon exercise of stock option grants. However, such voting agreements do not restrict the transferability of the underlying shares of common stock.
Charter Documents – Our Board.more than 15 directors. The exact number of directors will be fixed from time to time by our board of directors, which number shall be subject to increase or decrease by holders of more than fifty percent of our outstanding common stock until such time that the Selling Stockholder and its affiliates, or any person who is an express assignee or designee of the Selling Stockholder of its rights underdirectors. In addition, our certificate of incorporation and such assignee's or designee's affiliates, ceases to beneficially own (as defined in Rule 13d-3 under the Exchange Act), in the aggregate, at least 50% of the outstanding shares of our common stock (which we refer to as the 50% Trigger Date). Prior to the 50% Trigger Date, a directorprovides that directors may be removed with or withoutonly for cause and only by the affirmative vote of stockholders having the right to vote at least fifty percenttwo-thirds in voting power of our outstanding voting stock, voting together as a single class, unless such removal for cause is recommended by our board of directors, in which case such removal for cause will require the affirmative vote of stockholders having the right to vote at least a majority in voting power of our outstanding voting stock, voting together as a single class. Under our bylaws, prior to the 50% Trigger Date, any vacancy on theour board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled by stockholders having the right to vote at least 50% in voting powerof a majority of our outstanding votingdirectors then in office. Furthermore, our certificate of incorporation and bylaws provide that the authorized number of directors determined by our board may be changed only by resolution of our board
Charter Documents – Stockholder Action.special meeting of stockholders. Our certificate of incorporation provides that prior to such date that the Selling Stockholder and its affiliates, or any person who is an express assignee or designee of the Selling Stockholder of its rights under our certificate of incorporation and such assignee's or designee's affiliates, cease to beneficially own (as defined in Rule 13d-3 under the Exchange Act), in the aggregate, at least 33- 1/3% of the outstanding shares of our common stock, which we refer to as the 33- 1/3% Trigger Date, nominations of directors and stockholders' proposals by the Selling Stockholder shallaction may not be subject to the advance notice provisionstaken by written action in lieu of our bylaws.
a meeting.
Charter Documents – Voting.bylaws, as the case may be, requires a greater percentage. Our bylaws may be amended or repealed by a majority vote of our board of directors or prior to the 50% Trigger Date, by stockholders having the right to vote at least 50%two-thirds in voting power of ourall outstanding voting stock, voting together as a single class. Prior to the 50% Trigger Date, ourOur certificate of incorporation may be amended with the affirmative vote of stockholders having the right to vote a majority in voting power of our outstanding voting stock, voting together as a single class.
Charter Documents – class, except that the affirmative vote of stockholders having the right to vote at least two-thirds in voting power of our outstanding voting stock, voting together as a single class, is required to amend the provisions of our certificate of incorporation relating to our board of directors, stockholder action, business combinations and corporate opportunities.
PLAN
WARRANTS
In addition, on behalfrelating to the exercise of the Selling Stockholder, we are registering 12,467,866warrants;
We and/orany debt securities, which we refer to as the Selling Stockholder“trustee.” The indentures will not limit the amount of debt securities that can be issued thereunder and will provide that the debt securities may offerbe issued thereunder and sell all or a portion ofwill provide that the shares covered by this prospectusdebt securities may be issued from time to time in one or more series pursuant to the terms of one or more securities resolutions or supplemental indentures creating such series.
indentures, including any terms that may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with the marketing of the debt securities.
The sharesrepayment under their terms also may be offered and sold, directly or through broker-dealers acting as principal or agent, or pursuant toif so indicated in the applicable prospectus supplement, in connection with a distributionremarketing by one or more firms acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed by them.
We will bear all of the expenses of the offering of common stock, except that the Selling Stockholder will pay any applicable underwriting fees, discounts or commissions and expenses with respect to their shares of common stock.
We have not, and the Selling Stockholder have advised us that they have not, entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of shares. Upon entering into, or upon notification by the Selling Stockholder that they have entered into, any material arrangement with an underwriter or broker-dealer for the sale of shares through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosingif we enter into any material arrangement with a broker, dealer, agent or underwriter for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such prospectus supplement will disclose:
securities under this prospectus or an applicable prospectus supplement, certain persons participating in the offering of those securities may engage in transactions that stabilize, maintain or otherwise affect the price of those securities during and after the offering of those
We and the Selling Stockholder are subjectan agent or dealer, except, in each case, with respect to the applicable provisions of the Exchange Actrespective website maintained by such entity; and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of
To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the shares of common stock under this prospectus, we and/or the Selling Stockholder may sell the shares of common stock in compliance with the provisions of Rule 144 under the Securities Act,warrant if available, or pursuant to other available exemptionssuch issuance is not exempt from the registration requirements of the Securities Act.
The
supplement relating to such offering.
WHERE YOU CAN FIND MORE
You may obtain from the SEC, through the SEC’s website or at the SEC offices mentioned in the following paragraph,
exhibits are available at the SEC’s Public Reference Room or through its Website.
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
We “incorporate by reference” into this prospectusany or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to:
prospectus and any accompanying prospectus supplement.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEChereunder will also be incorporated by reference into, or otherwise included in, this prospectus or any prospectus supplement.
Any statement contained in a document incorporated or deemedconsidered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will be deemed to be modified or superseded for purposes of this prospectussupersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the extent that aSEC will not be considered incorporated by reference into this prospectus. All filings filed by us pursuant to the Exchange Act after the date of the initial registration statement contained in this prospectus or any other subsequently filed document that isand prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into the prospectus. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, modifiesupon written or supersedesoral request, a copy of all of the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Our Commission File Number is 001-34903.
preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the registration statement,manner set forth under the above filings and any future filings that are incorporated by reference into this prospectus, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing or calling us at the following address: Investor Relations, 17672 Laurel Park Drive North, Suite 400 E, Livonia, Michigan 48152; telephone: (248) 675-6457.
You should rely only on the information contained or incorporated by reference in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC and any information about the terms of securities offered conveyed to you by us, our underwriters or agents. We have not authorized anyone else to provide you with additional or different information. These securities are only being offered in jurisdictions where the offer is permitted. You should not assume that the information contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus is accurate as of any date other than their respective dates.
Distribution
| SEC Registration Fee | | | | $ | 37,350.00 | | |
| Legal Fees and Expenses | | | | | * | | |
| Accounting Fees and Expenses | | | | | * | | |
| Printing and Engraving | | | | | * | | |
| Miscellaneous | | | | | * | | |
| Total | | | | | * | | |
Amount to be paid* | ||||
SEC Registration Fee | $ | 22,776 | ||
Accounting Fees and Expenses | * | |||
Legal Fees and Expenses | * | |||
Printing Expenses | * | |||
Miscellaneous Expenses | * | |||
Total | $ | * |
Officers
Item
The listthe Securities Exchange Act of exhibits in the Exhibit Index to this registration statement is1934, as amended, and incorporated herein by reference.
(a) Undertakings
(i)Registration Statement:
(ii)Act of 1933;
(iii)statement.
provided,the Registration Statement;
(ii)
date; or
Registrant;
(b) The undersigned registrant hereby undertakes that,
(c)
d) The undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and (ii)
Act.
| TOWER INTERNATIONAL, INC. | |||
| ||||
| By: | | | /s/ |
James C. Gouin Chief Executive Officer (Principal Executive Officer) | |
Signature | | | Title | | | Date | |
| | | |||||
/s/ James C. Gouin | | | Chief Executive Officer and Director (Principal Executive Officer) | | | March 23, 2018 | |
/s/ Jeffrey L. Kersten | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | March 23, 2018 | |
/s/ Gregory B. Guastella Gregory B. Guastella | | Principal | | | March 23, 2018 | | |
/s/ * Thomas K. Brown | | | Director | | | March 23, 2018 | |
/s/ * James Chapman | | | Director | | | March 23, 2018 | |
/s/ * Alison Davis-Blake | | | Director | | | March 23, 2018 | |
/s/* Frank E. English | | | Director | | | March 23, 2018 | |
/s/ * Dev Kapadia | | | Director | | | March 23, 2018 | |
/s/ * Mark M. Malcolm | | | Director | | | March 23, 2018 | |
| *By: /s/ Jeffrey L. Kersten | ||
Jeffrey L. Kersten | |||
EXHIBIT INDEX
| Attorney-In-Fact |
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March 23, 2018 | ||
* To be filed either by amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.
** Replaces previously filed exhibit.
*** Previously filed.