SEC Company Response from CubeSmart (CUBE) (CIK 0001298675) (CUBE) — Sep 15, 2004
CubeSmart (CUBE) (CIK 0001298675)
Date: Sept. 15, 2004 · CIK: 0001298675 · Accession: 0000950133-04-003504
AI Filing Summary & Sentiment
File numbers found in text: 333-117848
Referenced dates: September 1, 2004
Letter
Division of Corporation Finance Securities and Exchange Commission Re: U-Store-It Trust Registration Statement on Form S-11 Filed on August 2, 2004 Registration No. 333-117848
Dear Ms. Kim and Mr. Fischer:
On behalf of our client, U-Store-It Trust (the “Company”), a Maryland real estate investment trust, set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), received by letter dated September 1, 2004 (the “September 1 Letter”), with respect to the Registration Statement (the “Registration Statement”) on Form S-11 (Registration No. 333-117848) filed by the Company on August 2, 2004. The responses to the Staff’s comments are set out in the order in which the comments were set out in the September 1 Letter and are numbered accordingly.
Form S-11
General
1.
We note that you intend to elect to be taxed as a REIT and that your offering may constitute a “blind-pool” offering. If so, please revise to include all applicable Industry Guide 5 disclosure, including prior performance information substantially similar to that required under Item 8 and Appendix II of Industry Guide 5. Refer to Release 33-6900. If you do not believe you are required to provide prior performance disclosures, or if you do not believe that you have any prior performance to disclose, please supplementally explain the basis for that belief.
In response to the Staff’s comment, the Company does not believe that its offering constitutes a “blind pool” offering. Uses for substantially all of the net proceeds of the offering have now been identified on pages 11 and 34 of the prospectus.
2.
We note that as part of the formation transactions, High Tide LLC will be reorganized into a REIT and the existing corporate general partner of your operating partnership will merge with you. Please revise throughout to identify the existing corporate general
Securities and Exchange Commission
September 14, 2004
Page 2
partner by name. Please also provide a detailed and thorough analysis of whether the disclosure rules relating to roll-up transactions should apply to the proposed acquisition. Refer to Item 901 of Regulation S-K.
In response to the Staff’s request in this comment and your similar requests in comments 51 and 95, we have revised the disclosure to specifically refer to Amsdell Partners, Inc. and High Tide LLC where applicable. See, for example, pages 1, 6 and 89.
The Company respectfully submits that it does not believe that the formation transactions constitute a roll-up transaction. The common shares of the Company and the operating partnership units to be issued in the formation transactions will be issued in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. The common shares and units will be issued to (i) Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell (each of whom is an executive officer or trustee of the Company or both), (ii) two irrevocable trusts (the Robert L. Amsdell Family Irrevocable Trust and the Loretta Amsdell Family Irrevocable Trust), and (iii) three entities or trusts wholly owned and controlled by Robert J. Amsdell and Barry L. Amsdell. The Company believes that each of these persons, entities and trusts meets the Section 4(2) qualifications, including with respect to purchaser sophistication. Each of these persons, and each person exercising control over the entities and trusts, is intimately familiar with the Company’s proposed operations, and the Company believes that none of these persons, entities or trusts will be receiving common shares or units with a view to their distribution. Furthermore, binding agreements with respect to these transactions were entered into prior to the filing of the Company’s registration statement, and therefore these transactions would not be integrated with the public offering pursuant to Rule 152 under the Securities Act. Under Item 901(c)(2)(ii), a “roll-up transaction” does not include “[a] transaction in which the securities to be issued or exchanged are not required to be and are not registered under the Securities Act of 1933.” Therefore, the Company believes that Subpart 900 of Regulation S-K is inapplicable to its formation transactions.
3.
Please supplementally provide us with copies of any graphics, maps, photographs and related captions or other artwork including logos that you intend to use in the prospectus. Such graphics and pictorial representations should not be included in any preliminary prospectus distributed to prospective investors prior to our review.
The Company is supplementally providing as Exhibit A hereto copies of graphics, maps, photographs and related captions or other artwork, including logos, that it intends to use in the prospectus.
4.
Please provide us with all written promotional and sales material, including material that will be used only by broker-dealers. In this regard, note that sales materials must set forth a balanced presentation of the risks and rewards to investors and should not contain any information or disclosure that is inconsistent with or not also provided in the prospectus. For guidance, refer to Item 19.D. of Guide 5.
The Company supplementally advises the Staff that neither the Company nor any of the underwriters anticipates delivering any written promotional or sales materials (other than the
Securities and Exchange Commission
September 14, 2004
Page 3
prospectus) to prospective investors in connection with the offering either directly or through any broker-dealers.
5.
Please revise to include the disclosure required by Item 3(b) of Form S-11 with respect to underwriting compensation and the percentage of securities being offered to affiliates, or advise us why you believe it is appropriate not to do so.
These percentages are included in the diagram on page 9. In addition, the Company has added, in the summary risk factors, a specific comparison of the Company’s net proceeds in the offering to the proceeds used to repay the existing Lehman Brothers term loan. See page 5. The Company also notes that these two amounts are also disclosed to investors in the “Summary—The Offering” section and in the “Use of Proceeds” section.
6.
Please provide the general information required by Item 11(b) of Form S-11. Additionally, provide disclosure regarding promoters, including the information called for by Item 11(d) regarding the names of the promoters and their position and offices with the registrant now held or intended to be held.
Item 11(b) of Form S-11 requires that the registrant state the date on which its governing instrument became effective. The Company has added disclosure to this effect under the caption “Description of Shares—Certain Provisions of Maryland Law and Our Declaration of Trust and Bylaws—Term and Termination” on page 116. Item 11(b) also requires that the registrant state the date on which its governing instrument will expire and provide disclosure if the duration of the registrant may be sooner terminated or extended. The Company has a perpetual existence and may be liquidated and dissolved only upon board of trustees and shareholder approval. The Company’s disclosure with respect to these matters is also on page 116.
Item 11(d) of Form S-11 requires the full names of all promoters and disclosure with respect to their positions and offices with the registrant now held or intended to be held. The Company’s promoters are Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and Steven G. Osgood. Their status as promoters is disclosed in a new section under the heading “Management—Executive Officers and Trustees—Promoters” on page 82. The disclosure with respect to their positions and offices with the registrant now held or intended to be held is provided under the caption “Management—Executive Officers and Trustees” on page 80.
7.
We note that you rely on industry information in the filing and you reference market data provided by Self Storage Almanac. Please provide us with copies of articles and industry reports you rely on and reference in the filing. These materials should be appropriately marked, dated, and refer to the page numbers on which they are cited. Please indicate how these materials support your belief regarding industry trends. Additionally, tell us whether any of the reports were prepared for you or were published generally. If the reports are not publicly available, file the expert’s consent pursuant to Rule 436.
Securities and Exchange Commission
September 14, 2004
Page 4
The Company is supplementally providing as Exhibit B hereto highlighted copies of the relevant excerpts from each article and industry report relied upon in this filing. You will note each reference in the prospectus to industry data has been circled and labeled with a letter. The articles and reports have also been labeled with the corresponding letters for the Staff’s ease of reference. The Company confirms that all such reports are publicly available.
8.
Please fill in or provide supplementally all remaining uncompleted information in the next amendment, other than pricing information that you have omitted pursuant to Rule 430A. We may have further comments based on the revised materials.
In response to the Staff’s request, the Company has filled in substantially all remaining uncompleted information other than pricing information.
Prospectus Cover Page
9.
We note the inclusion of red herring language on the cover page. Supplementally advise us whether you have circulated or intend to circulate the preliminary prospectus.
Although the Company has not yet circulated the preliminary prospectus, it intends to do so prior to the pricing of the initial public offering. The Company currently plans to circulate the preliminary prospectus following its filing of Amendment No. 2.
10.
Please revise bullet point 4 to identify the affiliates of Lehman Brothers who will receive a portion of the gross proceeds of the offering in repayment of an existing loan. When you revise, please quantify the loan balance, and indicate what percentage of the proceeds will be used to repay the existing loan.
In response to the Staff’s comment, the Company has revised bullet point four to identify the affiliate of Lehman Brothers who will receive a portion of the gross proceeds of the offering, to quantify the loan balance and to indicate the percentage of the proceeds that will be used to repay the existing loan and has made the corresponding changes in the twelfth bullet point under the caption “Summary Risk Factors” on page 5 and in the body of the prospectus under the caption “Risk Factors—Risks Related to This Offering—Affiliates of Lehman Brothers will receive benefits in connection with this offering . . .” on page 30.
11.
Please revise to clarify, if true, that the referenced underwriter in fact does have a conflict of interest with respect to the offering, as opposed to current disclosure indicating that the affiliate relationship “may create a potential conflict of interest” for the underwriter. When you revise, please specify the nature of the conflict.
In response to the Staff’s comment, the Company has revised the disclosure to clarify that, as a result of the affiliate relationships, Lehman Brothers has interests in the successful completion of the offering beyond the underwriting discount and commissions. In particular, the Company has deleted any use of the wording “may create” or “potential” conflict of interest. The Company also revised the disclosure to clarify the nature of Lehman’s interests in the transaction. The Company has made the corresponding changes in the twelfth bullet point under the caption “Summary Risk Factors” on page 5 and in the body
Securities and Exchange Commission
September 14, 2004
Page 5
of the prospectus under the caption “Risk Factors—Risks Related to This Offering—Affiliates of Lehman Brothers will receive benefits in connection with this offering . . .” on page 30.
12.
Prominently disclose the amount of proceeds to be paid to affiliates, identifying all such affiliates and amounts paid to each.
In response to the Staff’s comment, the Company has added disclosure on the cover page of amounts of proceeds to be paid to affiliates. The Company has provided the names of the individuals that will receive offering proceeds, but has not specified the exact names of the two family trusts that will receive offering proceeds on the cover page since the Company believes this information is not of a level of significance to merit cover page disclosure. The Company notes that it has identified the two family trusts in “Summary—Structure and Formation of Our Company and Benefits to Related Parties—Benefits to Related Parties” on page 8.
The Company has added a specific allocation of the amounts of offering proceeds paid to affiliates in “Structure and Formation of Our Company and Benefits to Related Parties—Benefits to Related Parties” on pages 95 and 96. While the Company acknowledges that the specific allocation of offering proceeds among the Company’s current owners (all members of the Amsdell family) may be interesting to investors, the Company believes this information is also not of a level of significance to merit cover page disclosure.
13.
Please expand the cover page risk factors to address the following additional risks:
•
the absence, if true, of a limitation on the amount of debt you may incur;
•
the fact that you have not obtained independent third party appraisals of the Principals’ assets, and that therefore the consideration paid in the formation and structuring transactions may exceed the fair market value of the self-storage properties.
•
That conflicts of interest may arise with respect to certain of your officers.
The Company acknowledges the Staff’s comment regarding the absence of a limitation on the incurrence of debt and has added a risk factor entitled “Our organizational documents contain no limitation on the amount of debt we may incur. As a result we may become highly leveraged in the future” to the body of the prospectus under the caption “Risk Factors” on page 21. However, the Company respectfully submits to the Staff that this risk is applicable to virtually all real estate companies and thus is not sufficiently unique or material to require disclosure on the cover page.
Furthermore, in response to the Staff’s comment, the Company has expanded the cover page risk factors to include the following additional risk: “The value of the equity that our principals, Robert J. Amsdell, our Chairman and Chief Executive Officer, Barry L. Amsdell, one of our trustees, and Todd C. Amsdell, our Chief Operating Officer, and two related family trusts will own following our formation transactions may exceed the fair market value of the interests and assets we receive from them in those transactions.”
Securities and Exchange Commission
September 14, 2004
Page 6
In response to the Staff’s comment regarding the conflicts of interest that may arise with respect to certain of its officers, the Company respectfully submits that the referenced conflicts of interest relate only to (i) the ownership of units in the Company’s operating partnership by the Company’s Chairman and Chief Executive Officer, and one of its trustees and (ii) the relationship between the Company and Rising Tide Development, LLC. With respect to the ownership of units in the Company’s operating partnership, the Company’s Chairman and Chief Executive Officer and
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CORRESP
1
filename1.htm
corresp
September 14, 2004
BY EDGAR AND HAND DELIVERY
Ms. Peggy Kim
Mr. Paul Fischer
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: U-Store-It Trust
Registration Statement on Form S-11
Filed on August 2, 2004
Registration No. 333-117848
Dear Ms. Kim and Mr. Fischer:
On behalf of our client, U-Store-It Trust (the “Company”), a Maryland real
estate investment trust, set forth below are the responses of the Company to
the comments of the staff of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Staff”), received by letter dated
September 1, 2004 (the “September 1 Letter”), with respect to the Registration
Statement (the “Registration Statement”) on Form S-11 (Registration No.
333-117848) filed by the Company on August 2, 2004. The responses to the
Staff’s comments are set out in the order in which the comments were set out in
the September 1 Letter and are numbered accordingly.
Form S-11
General
1.
We note that you intend to elect to be taxed as a REIT and that
your offering may constitute a “blind-pool” offering. If so, please
revise to include all applicable Industry Guide 5 disclosure, including
prior performance information substantially similar to that required
under Item 8 and Appendix II of Industry Guide 5. Refer to Release
33-6900. If you do not believe you are required to provide prior
performance disclosures, or if you do not believe that you have any
prior performance to disclose, please supplementally explain the basis
for that belief.
In response to the Staff’s comment, the Company does not believe that
its offering constitutes a “blind pool” offering. Uses for
substantially all of the net proceeds of the offering have now been
identified on pages 11 and 34 of the prospectus.
2.
We note that as part of the formation transactions, High Tide LLC
will be reorganized into a REIT and the existing corporate general
partner of your operating partnership will merge with you. Please
revise throughout to identify the existing corporate general
Securities and Exchange Commission
September 14, 2004
Page 2
partner by name. Please also provide a detailed and thorough analysis
of whether the disclosure rules relating to roll-up transactions should
apply to the proposed acquisition. Refer to Item 901 of Regulation S-K.
In response to the Staff’s request in this comment and your similar
requests in comments 51 and 95, we have revised the disclosure to
specifically refer to Amsdell Partners, Inc. and High Tide LLC where
applicable. See, for example, pages 1, 6 and 89.
The Company respectfully submits that it does not believe that the
formation transactions constitute a roll-up transaction. The common
shares of the Company and the operating partnership units to be issued
in the formation transactions will be issued in reliance upon the
exemption from registration under Section 4(2) of the Securities Act of
1933, as amended. The common shares and units will be issued to (i)
Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell (each of whom is
an executive officer or trustee of the Company or both), (ii) two
irrevocable trusts (the Robert L. Amsdell Family Irrevocable Trust and
the Loretta Amsdell Family Irrevocable Trust), and (iii) three entities
or trusts wholly owned and controlled by Robert J. Amsdell and Barry L.
Amsdell. The Company believes that each of these persons, entities and
trusts meets the Section 4(2) qualifications, including with respect to
purchaser sophistication. Each of these persons, and each person
exercising control over the entities and trusts, is intimately familiar
with the Company’s proposed operations, and the Company believes that
none of these persons, entities or trusts will be receiving common shares or units with a view to their distribution. Furthermore, binding agreements with respect to these transactions were entered into prior to the filing of the Company’s registration statement, and therefore these transactions would not be integrated with the public offering pursuant to Rule 152 under the Securities Act. Under Item 901(c)(2)(ii), a “roll-up transaction” does not include “[a] transaction in which the securities to be issued or exchanged are not required to be and are not registered under the Securities Act of 1933.” Therefore, the Company believes that Subpart 900 of Regulation S-K is inapplicable to its
formation transactions.
3.
Please supplementally provide us with copies of any graphics, maps,
photographs and related captions or other artwork including logos that
you intend to use in the prospectus. Such graphics and pictorial
representations should not be included in any preliminary prospectus
distributed to prospective investors prior to our review.
The Company is supplementally providing as Exhibit A hereto
copies of graphics, maps, photographs and related captions or other
artwork, including logos, that it intends to use in the prospectus.
4.
Please provide us with all written promotional and sales material,
including material that will be used only by broker-dealers. In this
regard, note that sales materials must set forth a balanced
presentation of the risks and rewards to investors and should not
contain any information or disclosure that is inconsistent with or not
also provided in the prospectus. For guidance, refer to Item 19.D. of
Guide 5.
The Company supplementally advises the Staff that neither the Company
nor any of the underwriters anticipates delivering any written
promotional or sales materials (other than the
Securities and Exchange Commission
September 14, 2004
Page 3
prospectus) to prospective investors in connection with the offering
either directly or through any broker-dealers.
5.
Please revise to include the disclosure required by Item 3(b) of
Form S-11 with respect to underwriting compensation and the percentage
of securities being offered to affiliates, or advise us why you believe
it is appropriate not to do so.
These percentages are included in the diagram on page 9. In
addition, the Company has added, in the summary risk factors, a specific
comparison of the Company’s net proceeds in the offering to the proceeds
used to repay the existing Lehman Brothers term loan. See page 5. The
Company also notes that these two amounts are also disclosed to
investors in the “Summary—The Offering” section and in the “Use of
Proceeds” section.
6.
Please provide the general information required by Item 11(b) of
Form S-11. Additionally, provide disclosure regarding promoters,
including the information called for by Item 11(d) regarding the names
of the promoters and their position and offices with the registrant now
held or intended to be held.
Item 11(b) of Form S-11 requires that the registrant state the date on
which its governing instrument became effective. The Company has added
disclosure to this effect under the caption “Description of
Shares—Certain Provisions of Maryland Law and Our Declaration of Trust
and Bylaws—Term and Termination” on page 116. Item 11(b) also requires
that the registrant state the date on which its governing instrument
will expire and provide disclosure if the duration of the registrant may
be sooner terminated or extended. The Company has a perpetual existence
and may be liquidated and dissolved only upon board of trustees and
shareholder approval. The Company’s disclosure with respect to these
matters is also on page 116.
Item 11(d) of Form S-11 requires the full names of all promoters and
disclosure with respect to their positions and offices with the
registrant now held or intended to be held. The Company’s promoters are
Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and Steven G.
Osgood. Their status as promoters is disclosed in a new section under
the heading “Management—Executive Officers and Trustees—Promoters” on
page 82. The disclosure with respect to their positions and offices
with the registrant now held or intended to be held is provided under
the caption “Management—Executive Officers and Trustees” on page 80.
7.
We note that you rely on industry information in the filing and you
reference market data provided by Self Storage Almanac. Please provide
us with copies of articles and industry reports you rely on and
reference in the filing. These materials should be appropriately
marked, dated, and refer to the page numbers on which they are cited.
Please indicate how these materials support your belief regarding
industry trends. Additionally, tell us whether any of the reports were
prepared for you or were published generally. If the reports are not
publicly available, file the expert’s consent pursuant to Rule 436.
Securities and Exchange Commission
September 14, 2004
Page 4
The Company is supplementally providing as Exhibit B hereto
highlighted copies of the relevant excerpts from each article and
industry report relied upon in this filing. You will note each
reference in the prospectus to industry data has been circled and
labeled with a letter. The articles and reports have also been labeled
with the corresponding letters for the Staff’s ease of reference. The
Company confirms that all such reports are publicly available.
8.
Please fill in or provide supplementally all remaining uncompleted
information in the next amendment, other than pricing information that
you have omitted pursuant to Rule 430A. We may have further comments
based on the revised materials.
In response to the Staff’s request, the Company has filled in
substantially all remaining uncompleted information other than pricing
information.
Prospectus Cover Page
9.
We note the inclusion of red herring language on the cover page.
Supplementally advise us whether you have circulated or intend to
circulate the preliminary prospectus.
Although the Company has not yet circulated the preliminary prospectus,
it intends to do so prior to the pricing of the initial public offering.
The Company currently plans to circulate the preliminary prospectus
following its filing of Amendment No. 2.
10.
Please revise bullet point 4 to identify the affiliates of Lehman
Brothers who will receive a portion of the gross proceeds of the
offering in repayment of an existing loan. When you revise, please
quantify the loan balance, and indicate what percentage of the proceeds
will be used to repay the existing loan.
In response to the Staff’s comment, the Company has revised bullet point
four to identify the affiliate of Lehman Brothers who will receive a
portion of the gross proceeds of the offering, to quantify the loan
balance and to indicate the percentage of the proceeds that will be used
to repay the existing loan and has made the corresponding changes in the
twelfth bullet point under the caption “Summary Risk Factors” on page 5
and in the body of the prospectus under the caption “Risk Factors—Risks
Related to This Offering—Affiliates of Lehman Brothers will receive
benefits in connection with this offering . . .” on page 30.
11.
Please revise to clarify, if true, that the referenced underwriter
in fact does have a conflict of interest with respect to the offering,
as opposed to current disclosure indicating that the affiliate
relationship “may create a potential conflict of interest” for the
underwriter. When you revise, please specify the nature of the
conflict.
In response to the Staff’s comment, the Company has revised the
disclosure to clarify that, as a result of the affiliate relationships,
Lehman Brothers has interests in the successful completion of the
offering beyond the underwriting discount and commissions. In
particular, the Company has deleted any use of the wording “may create”
or “potential” conflict of interest. The Company also revised the
disclosure to clarify the nature of Lehman’s interests in the
transaction. The Company has made the corresponding changes in the
twelfth bullet point under the caption “Summary Risk Factors” on page 5
and in the body
Securities and Exchange Commission
September 14, 2004
Page 5
of the prospectus under the caption “Risk Factors—Risks Related to This
Offering—Affiliates of Lehman Brothers will receive benefits in
connection with this offering . . .” on page 30.
12.
Prominently disclose the amount of proceeds to be paid to
affiliates, identifying all such affiliates and amounts paid to each.
In response to the Staff’s comment, the Company has added disclosure on
the cover page of amounts of proceeds to be paid to affiliates. The
Company has provided the names of the individuals that will receive
offering proceeds, but has not specified the exact names of the two
family trusts that will receive offering proceeds on the cover page
since the Company believes this information is not of a level of
significance to merit cover page disclosure. The Company notes that it
has identified the two family trusts in “Summary—Structure and Formation
of Our Company and Benefits to Related Parties—Benefits to Related
Parties” on page 8.
The Company has added a specific allocation of the amounts of offering
proceeds paid to affiliates in “Structure and Formation of Our Company
and Benefits to Related Parties—Benefits to Related Parties” on pages 95
and 96. While the Company acknowledges that the specific allocation of
offering proceeds among the Company’s current owners (all members of the
Amsdell family) may be interesting to investors, the Company believes
this information is also not of a level of significance to merit cover
page disclosure.
13.
Please expand the cover page risk factors to address the following
additional risks:
•
the absence, if true, of a limitation on the amount of debt
you may incur;
•
the fact that you have not obtained independent third party
appraisals of the Principals’ assets, and that therefore the
consideration paid in the formation and structuring transactions
may exceed the fair market value of the self-storage properties.
•
That conflicts of interest may arise with respect to
certain of your officers.
The Company acknowledges the Staff’s comment regarding the absence of a
limitation on the incurrence of debt and has added a risk factor
entitled “Our organizational documents contain no limitation on the
amount of debt we may incur. As a result we may become highly leveraged
in the future” to the body of the prospectus under the caption “Risk
Factors” on page 21. However, the Company respectfully submits to the
Staff that this risk is applicable to virtually all real estate
companies and thus is not sufficiently unique or material to require
disclosure on the cover page.
Furthermore, in response to the Staff’s comment, the Company has
expanded the cover page risk factors to include the following additional
risk: “The value of the equity that our principals, Robert J. Amsdell,
our Chairman and Chief Executive Officer, Barry L. Amsdell, one of our
trustees, and Todd C. Amsdell, our Chief Operating Officer, and two
related family trusts will own following our formation transactions may
exceed the fair market value of the interests and assets we receive from
them in those transactions.”
Securities and Exchange Commission
September 14, 2004
Page 6
In response to the Staff’s comment regarding the conflicts of interest
that may arise with respect to certain of its officers, the Company
respectfully submits that the referenced conflicts of interest relate
only to (i) the ownership of units in the Company’s operating
partnership by the Company’s Chairman and Chief Executive Officer, and
one of its trustees and (ii) the relationship between the Company and
Rising Tide Development, LLC. With respect to the ownership of units in
the Company’s operating partnership, the Company’s Chairman and Chief
Executive Officer and