SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
Kennedy-Wilson Holdings, Inc.
(previously known as Prospect Acquisition Corp.)
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(Name of Issuer)
Common Stock, $0.0001 par value per share
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(Title of Class of Securities))
74347T103
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(CUSIP NUMBER)
Marc Simmons
c/o Del Mar Asset Management, LP
711 Fifth Avenue
New York, NY 10022
(212) 328-7140
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 6, 2009
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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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
CUSIP No. 74347T103 13D Page 2 of 13 Pages
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(1) NAME OF REPORTING PERSONS
Del Mar Master Fund, Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [ ]
(b) [X]
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(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
Warrants to purchase 458,000 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.44%
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(14) TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 74347T103 13D Page 3 of 13 Pages
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(1) NAME OF REPORTING PERSONS
Del Mar Asset Management, LP
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
Warrants to purchase 458,000 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.44%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
IA
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CUSIP No. 74347T103 13D Page 4 of 13 Pages
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(1) NAME OF REPORTING PERSONS
Del Mar Management, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
Warrants to purchase 458,000 shares of Common Stock
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.44%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 74347T103 13D Page 5 of 13 Pages
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(1) NAME OF REPORTING PERSONS
David Freelove
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
Warrants to purchase 458,000 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase 458,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.44%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 74347T103 13D Page 6 of 13 Pages
This statement on Schedule 13D relates to shares of Common Stock (as defined
below) of the Company (as defined below) and constitutes both an initial filing
and an "exit" filing by the Reporting Persons (as defined below).
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.0001 per share
(the "Common Stock"), of Kennedy-Wilson Holdings, Inc. (previously known as
Prospect Acquisition Corp.), a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 9701 Wilshire Blvd.,
Suite 700, Beverly Hills, California 34109.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Del Mar Master Fund, Ltd. (the "Master Fund") with respect
to the 1,367,990 shares of Common Stock directly beneficially owned by it on
November 6, 2009 (the "Shares");
(ii) Del Mar Asset Management, LP ("DMAM"), which serves as
the investment manager of the Master Fund with respect to the Shares;
(iii) Del Mar Management, LLC (the "GP"), which serves as the
general partner of DMAM with respect to the Shares; and
(iv) Mr. David Freelove ("Mr. Freelove"), who serves as the
managing member of the GP with respect to the Shares.
The foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
(b) The address of the principal business and principal office of the
Master Fund is:
c/o Walkers SPV
83 Mary St Walker House
Georgetown, Grand Cayman KY1-9002
Cayman Islands
The address of the principal business and principal office of each of the other
Reporting Persons is:
711 Fifth Avenue
New York, N.Y. 10022
(c) The principal business of each of the Reporting Persons is the
management of investment funds and activities related thereto.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
CUSIP No. 74347T103 13D Page 7 of 13 Pages
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) The Master Fund is a Cayman exempted company. DMAM is Delaware limited
partnership. The GP is the Delaware limited liability company is a Delaware
limited partnership. Mr. Freelove is a citizen of the United States.
Schedule A attached hereto sets forth the information required by
Instruction C of the instructions to Schedule 13D.
Item 3. Source and Amount of Funds and Other Consideration.
The Shares purchased by the Master Fund were acquired with investment
capital in open market transactions at an aggregate cost (including commissions)
of approximately $12,876,160.
Item 4. Purpose of the Transaction.
The Shares reported herein by the Reporting Persons were acquired for
investment purposes in the ordinary course of business.
The Company was organized for the purpose of acquiring, through a
merger, capital stock, exchange, asset acquisition or other similar business
combination, an operating business (a "Business Combination"). The Company
consummated an initial public offering in November 2007 in connection with which
it raised gross proceeds of approximately $250 million, a significant portion of
which was placed in a trust account pending the consummation of a Business
Combination on or prior to November 20, 2009. Pursuant to certain provisions in
the Company's certificate of incorporation, as amended, a holder of Common Stock
of the Company issued in the Company's initial public offering may, if it votes
against the Business Combination, demand that the Company redeem its Common
Stock into cash (the "Redemption Rights"). A Business Combination will not be
consummated if the holders of more than 30% of the Common Stock vote against the
Business Combination and request Redemption Rights. The Company has distributed
on October 29, 2009 a proxy statement for a vote of its stockholders on a
proposed Business Combination (the "Proposed Business Combination").
On November 6, 2009, the Master Fund entered into an Option Agreement
(the "Option Agreement") which is referenced as Exhibit 1 hereto (which
incorporates by reference Exhibit 10.5 to Amendment No. 2 to the Schedule 13D
filed by the Broad Beach Reporting Persons (as defined below) on November 9,
2009) with Broad Beach Partners, LLC, a California limited liability company
("Broad Beach"). Pursuant to the terms of the Option Agreement, the Master Fund
granted to Broad Beach an option to purchase from the Master Fund the Shares of
Master Fund reported herein. On November 12, 2009, the Option Agreement was
terminated.
CUSIP No. 74347T103 13D Page 8 of 13 Pages
The summary of the Option Agreement is not complete, and is qualified
in its entirety by reference to the full text of the agreement, which is
referenced as Exhibit 1 to this Schedule 13D (which incorporates by reference
Exhibit 10.5 to Amendment No. 2 to the Schedule 13D filed by the Broad Beach
Reporting Persons on November 9, 2009).
As of November 12, 2009, the date of the termination of the Option
Agreement, there ceased to be any basis for any assertion that the Reporting
Persons may be deemed to be a "group" with Broad Beach and certain of its
affiliates (the "Broad Beach Reporting Persons") within the meaning of Section
13(d) of the Act (although at all times the Reporting Persons do not believe
that they were part of a group with the Broad Beach Reporting Persons and
expressly disclaim membership in any "group" with the Broad Beach Reporting
Persons.
On November 12, 2009, the Master Fund entered into a Stock Purchase
Agreement with the Company, which is referenced as Exhibit 3 hereto (which
incorporates by reference Exhibit 10.3 to the Current Report filed on Form 8-K
by the Company on November 13, 2009) (the "Stock Purchase Agreement"), pursuant
to which (i) the Company agreed to buy the Shares from the Master Fund at a
fixed price of $9.95 per Share on the date the Company's trust account is
liquidated after the Business Combination is consummated and (ii) the Master
Fund agreed not to exercise its Redemption Right and not to acquire any Common
Stock, warrants or other securities of the Company or effect any derivative
transactions with respect thereto. The summary of the Stock Purchase Agreement
is not complete, and is qualified in its entirety by reference to the full text
of the agreement, which is referenced as Exhibit 3 hereto (which incorporates by
reference Exhibit 10.3 to the Current Report filed on Form 8-K by the Company on
November 13, 2009).
On November 13, 2009 , the Company completed a Business Combination.
As a result, in accordance with the terms of the Stock Purchase Agreement, the
Reporting Persons ceased to have any beneficial ownership of the Shares as of no
later than such date. The closing of the sale of the Shares pursuant to the
Stock Purchase Agreement will occur on the date the Company's trust account is
liquidated.
Except as set forth herein or as would occur upon completion of any
of the actions discussed herein, including in any Exhibits hereto, the Reporting
Persons have no present plan or proposal that would relate to or result in any
of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
A. Del Mar Master Fund, Ltd.
(a) As of November 6, 2009, the Master Fund may have been deemed
the beneficial owner of the 1,367,990 shares of Common Stock
directly beneficially owned by the Master Fund. As of the
date hereof, the Master Fund beneficially owns 458,000
shares of Common Stock underlying warrants.
Percentage: Approximately 4.38% as of November 6, 2009. As
of the date hereof, 1.44%. The percentages used herein and
in the rest of the Schedule 13D are calculated based upon
31,250,000 shares of Common Stock, which reflects the number
of shares of Common Stock outstanding, as of October 30,
2009, as reported in the Company's Quarterly Report for the
quarterly period ended September 30, 2009 filed on Form 10-Q
on November 6, 2009.
(b) 1. Sole power to vote or direct vote: 0
CUSIP No. 74347T103 13D Page 9 of 13 Pages
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The Master Fund did not effect any transaction in
the Common Stock within the last sixty days.
(d) No person other than the Reporting Persons is known
to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the
sale of, such shares of the Common Stock.
(e) As set forth above in Item 4, as of November 12, 2009, there
ceased to be any basis to assert that any of the Reporting
Persons were beneficial owners of more than 5% of Common
Stock.
B. Del Mar Asset Management, LP
(a) As of November 6, 2009, DMAM, as the investment manager of
the Master Fund, may have been deemed the beneficial owner
of the 1,367,990 shares of Common Stock directly
beneficially owned by the Master Fund. As of the date
hereof, DMAM beneficially owns 458,000 shares of
Common Stock underlying warrants.
Percentage: Approximately 4.38% as of November 6, 2009. As
of the date hereof, 1.44%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) DMAM did not effect any transaction in the Common
Stock within the last sixty days.
(d) No person other than the Reporting Persons is known
to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the
sale of, such shares of the Common Stock.
(e) As set forth above in Item 4, as of November 12, 2009, there
ceased to be any basis to assert that any of the Reporting
Persons were beneficial owners of more than 5% of Common
Stock.
C. Del Mar Management, LLC
(a) As of November 6, 2009, the GP, as the general partner of
DMAM, may have been deemed the beneficial owner of the
1,367,990 shares of Common Stock directly beneficially owned
by the Master Fund. As of the date hereof, the GP
beneficially owns 458,000 shares of Common Stock underlying
warrants.
Percentage: Approximately 4.38% as of November 6, 2009. As
of the date hereof, 1.44%.
(b) 1. Sole power to vote or direct vote: 0
CUSIP No. 74347T103 13D Page 10 of 13 Pages
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The GP did not effect any transaction in the Common
Stock within the last sixty days.
(d) No person other than the Reporting Persons is known
to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the
sale of, such shares of the Common Stock.
(e) As set forth above in Item 4, as of November 12, 2009, there
ceased to be any basis to assert that any of the Reporting
Persons were beneficial owners of more than 5% of Common
Stock.
D. Mr. David Freelove
(a) As of November 6, 2009, Mr. Freelove, as the managing member
of the GP, may have been deemed the beneficial owner of the
1,367,990 shares of Common Stock directly beneficially owned
by the Master Fund. As of the date hereof, Mr. Freelove
benefically owns 458,000 shares of Common Stock underlying
warrants.
Percentage: Approximately 4.38% as of November 6, 2009. As
of the date hereof, 1.44%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Mr. Freelove did not effect any transaction in the
Common Stock within the last sixty days.
(d) No person other than the Reporting Persons is known
to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the
sale of, such shares of the Common Stock.
(e) As set forth above in Item 4, as of November 12, 2009, there
ceased to be any basis to assert that any of the Reporting
Persons were beneficial owners of more than 5% of Common
Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
As set forth in Item 4 above, on November 12, 2009, the Master Fund
entered into the Stock Purchase Agreement.
In addition, the The Master Fund holds Warrants to purchase 458,000
shares of Common Stock. The Form of Warrant, referenced as Exhibit 2 to this
Schedule 13D (which incorporates by reference Exhibit 4.3 to Amendment No. 1 to
the registration statement filed by the Company on Form S-1/A on September 10,
2007), were issued pursuant to that certain Warrant Agreement by and between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, which
is attached as Exhibit 4.4 to Amendment No. 1 to the registration statement
filed by the Company on Form S-1/A on September 10, 2007. The Warrants became
exercisable upon the completion by the Company of a Business Combination and
expire on November 14, 2012. The Warrants have an exercise price of $7.50 per
share.
CUSIP No. 74347T103 13D Page 11 of 13 Pages
Other than (i) the aforementioned Warrants, (ii) the aforementioned
Warrant Agreement, (iii) the Stock Purchase Agreement, (iv) the Option Agreement
(which was terminated on November 12, 2009 as set forth in Item 4 above), which
is incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the Schedule
13D filed by the Broad Beach Reporting Persons on November 9, 2009 and for which
the Broad Beach Reporting Persons are requesting Confidential Treatment with
respect to certain portions thereof, and (v) the Joint Filing Agreement attached
as Exhibit 3 hereto, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof and
between such persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Option Agreement dated November 6, 2009 by and among the
parties named on the signature pages thereto (incorporated by reference to
Exhibit 10.5 to Amendment No. 2 to the Schedule 13D filed by the Broad Beach
Reporting Persons on November 9, 2009).
Exhibit 2: Form of Warrant (incorporated by reference to Exhibit 4.3 to
Amendment No. 1 to the registration statement filed by the Company on Form S-1/A
on September 10, 2007).
Exhibit 3: Stock Purchase Agreement, dated as of November 12, 2009, by
and between the Master Fund and the Company (incorporated by reference to
Exhibit 10.3 to the Current Report filed on Form 8-K by the Company on November
13, 2009).
Exhibit 4: Joint Filing Agreement as required by Rule 13d-1(k)(1)
under the Act.
CUSIP No. 74347T103 13D Page 12 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November 16, 2009
/s/ David Freelove
-------------------------------------
David Freelove, (a) individually; (b) as
managing member of Del Mar Management, LLC,
for itself and as the general partner of Del
Mar Asset Management, LP, for itself and as
the investment manager of Del Mar Master
Fund, Ltd.
CUSIP No. 74347T103 13D Page 13 of 13 Pages
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal
occupation and citizenship of each director and executive officer of the
applicable Reporting Persons (the "Instruction C Persons"). To the best of the
Reporting Persons' knowledge, (i) none of the Instruction C Persons during the
last five years has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree 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 and (ii) none of the Instruction C Persons owns any shares of Common
Stock or is party to any contract or agreement as would require disclosure in
this Schedule 13D.
DEL MAR MASTER FUND, LTD.
Name Position Address Principal Occupation Citizenship/Place of
Organization
David Freelove Executive 711 Fifth Ave Chief Executive U.S.A.
Officer New York, NY 10022 Officer of Del Mar
Asset Management, LP
Marc Simons Director 711 Fifth Ave Chief Operating U.S.A.
New York, NY 10022 Officer of Del Mar
Asset Management, LP
Michelle Director Walker House, Vice-President of Cayman Islands
Wilson-Clarke PO Box 908 GT, Mary Walkers SPV Limited
Street, George
Town, Grand Cayman,
Cayman Islands
Scott Lennon Director Walker House, PO Senior Cayman Islands
Box 908 GT, Mary Vice-President of
Street, George Walkers SPV Limited
Town, Grand Cayman,
Cayman Islands
DEL MAR MANAGEMENT, LLC
David Freelove serves as the managing member of the GP. His business address is
711 Fifth Ave New York, NY 10022. His principal occupation is serving as Chief
Executive Officer of Del Mar Asset Management, LP. Mr. Freelove is a citizen of
the United States.
EXHIBIT 4
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: November 16, 2009
/s/ David Freelove
-------------------------------------
David Freelove, (a) individually; (b) as
managing member of Del Mar Management, LLC,
for itself and as the general partner of Del
Mar Asset Management, LP, for itself and as
the investment manager of Del Mar Master
Fund, Ltd.