The terms and conditions of use set forth herein apply to each of the pages of this website (collectively, the “Site”). Please read these terms and conditions of use carefully before using this Site.
This website and the materials contained herein are for discussion and informational purposes only and intended solely for U.S. residents. The views expressed herein represent the opinions of Engine Capital Management, LP and its affiliates (collectively, “Engine”) as of the date hereof. Engine reserves the right to change or modify any of its opinions expressed herein at any time and for any reason and expressly disclaims any obligation to correct, update or revise the information contained herein or to otherwise provide any additional materials. By using the Site, you signify your agreement with the following terms and conditions of use pertaining to both this Site and any material on it without limitation or qualification.
All of the information contained herein is based on publicly available information with respect to each portfolio company discussed (each a “Portfolio Company”), including filings made by any Portfolio Company with the Securities and Exchange Commission and other sources, as well as Engine’s analysis of such publicly available information. Engine has relied upon and assumed, without independent verification, the accuracy and completeness of all data and information available from public sources, and no representation or warranty is made that any such data or information is accurate. Engine recognizes that there may be confidential or otherwise non-public information with respect to a Portfolio Company that could alter the opinions of Engine were such information known. No representation, warranty or undertaking, express or implied, is given as to the reliability, accuracy, fairness or completeness of the information or opinions contained herein, and Engine and each of its directors, officers, employees, representatives, and agents expressly disclaim any liability which may arise from this website and any errors contained herein and/or omissions herefrom or from any use of the contents of this website.
Except for the historical information contained herein, the information and opinions included in this website constitute forward-looking statements, including estimates and projections prepared with respect to, among other things, a Portfolio Company’s anticipated operating performance, the value of a Portfolio Company’s securities, debt or any related financial instruments that are based upon or relate to the value of securities of a Portfolio Company (collectively, “Company Securities”), general economic and market conditions and other future events. You should be aware that all forward-looking statements, estimates, and projections are inherently uncertain and subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. Actual results may differ materially from the information contained herein due to reasons that may or may not be foreseeable. There can be no assurance that any Company Securities will trade at the prices that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be proven, correct.
This Site and the opinions expressed herein should in no way be viewed as advice on the merits of any investment decision with respect to the company, company securities or any transaction. This Site is not (and may not be construed to be) legal, tax, investment, financial or other advice. Site visitors should consult their own legal counsel and tax and financial advisers as to legal and other matters concerning the information contained herein. This Site does not purport to be all-inclusive or to contain all of the information that may be relevant to an evaluation of a Portfolio Company, Company Securities or the matters described herein.
THIS SITE DOES NOT CONSTITUTE (AND MAY NOT BE CONSTRUED TO BE) A SOLICITATION TO BUY OR AN OFFER TO SELL BY ENGINE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS TO BUY OR SELL ANY COMPANY SECURITIES OR SECURITIES OF ANY OTHER PERSON IN ANY JURISDICTION OR AN OFFER TO SELL AN INTEREST IN FUNDS MANAGED BY ENGINE. AN OFFERING MAY ONLY BE MADE BY MEANS OF A FINAL OFFERING MEMORANDUM IN THOSE JURISDICTIONS WHERE PERMITTED BY LAW AND ONLY TO INVESTORS MEETING ELIGIBILITY REQUIREMENTS. THIS SITE DOES NOT CONSTITUTE FINANCIAL PROMOTION, INVESTMENT ADVICE OR AN INDUCEMENT OR ENCOURAGEMENT TO PARTICIPATE IN ANY PRODUCT, OFFERING OR INVESTMENT OR TO ENTER INTO ANY AGREEMENT WITH THE WEBSITE VISITOR. NO AGREEMENT, COMMITMENT, UNDERSTANDING OR OTHER LEGAL RELATIONSHIP EXISTS OR MAY BE DEEMED TO EXIST BETWEEN OR AMONG ENGINE AND ANY OTHER PERSON BY VIRTUE OF THIS WEBSITE. NO REPRESENTATION OR WARRANTY IS MADE THAT ENGINE’S INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT ENGINES INVESTMENTS WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. AN INVESTOR IN THE FUNDS COULD LOSE ALL OR A SUBSTANTIAL PART OF ITS INVESTMENT. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Funds managed by Engine currently beneficially own and/or have an economic interest in and may in the future beneficially own and/or have an economic interest in, Company Securities. Engine intends to review its investments in each Portfolio Company on a continuing basis and depending upon various factors, including without limitation, the Portfolio Company’s financial position and strategic direction, the outcome of any discussions with any Portfolio Company, overall market conditions, other investment opportunities available to Engine, and the availability of Company Securities at prices that would make the purchase or sale of company securities desirable, Engine may from time to time (in the open market or in private transactions, including since the inception of Engine’s position) buy, sell, cover, hedge or otherwise change the form or substance of any of its investments (including Company Securities) to any degree in any manner permitted by law and expressly disclaims any obligation to notify others of any such changes. Engine also reserves the right to take any actions with respect to its investments in any Portfolio Company as it may deem appropriate.
Engine has not sought or obtained consent from any third party to use any statements or information contained herein. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. No Portfolio Company has approved nor have any responsibility for this Site or its contents.
This Site may contain links to articles and/or videos (collectively, “Media”). The views and opinions expressed in such Media are those of the author(s)/speaker(s) referenced or quoted in such Media and, unless specifically noted otherwise, do not necessarily represent the opinion of Engine. If you access any linked Media or other websites, you do so at your own risk. Engine is not responsible for the information, materials or services obtained on or from such other websites and will not be liable in any respect for any damages arising from your access of such websites. Any such links are provided merely for the convenience of the users of the Site and the inclusion of the links does not imply any endorsement, representation, or warranty by Engine with respect to any such website or the content or services contained through such websites. Furthermore, you agree not to link any websites to the Site without the express prior written consent of Engine.
All trademarks and trade names used herein are the exclusive property of their respective owners. The Site and all Engine generated content including without limitation all trademarks, service marks, trade names, logos, and icons are proprietary to Engine. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without the prior written permission of Engine or such third party that may own the trademarks displayed on the Site. No act of downloading or otherwise copying from this site will transfer title to any software or material at this site to you. Your use of the trademarks displayed on the Site, or any other content on the Site, except as provided herein, is strictly prohibited.
Engine, and its respective officers, directors, principals, agents, and employees make no representations or warranties, express or implied, regarding the accuracy, reliability, completeness, suitability or other characteristics of the information and materials contained on or presented through the site. Any content of the Site is subject to change without notice. All such information and materials are provided “as is”, without any warranty of any kind. Engine hereby further disclaims all warranties and conditions with regard to such information and materials, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and availability.
To the full extent permitted by applicable law, Engine, and its respective officers, directors, principals, agents and employees shall not be liable for any claims, liabilities, losses, costs or damages, including direct, indirect, punitive, incidental, special or consequential damages, arising out of or in any way connected with (i) the use of or inability to use the Site or with any delay in using the Site, or (ii) any information and materials obtained through the Site, or (iii) otherwise arising out of the access and/or use of the Site; in any case whether based on theories arising in contract, tort, strict liability or otherwise. Such limitations apply even if Engine or any of its respective officers, directors, principals, agents, or employees have been advised of the possibility of damages.
In the course of its business, Engine may collect personal data from public and non-public sources regarding clients, prospective clients, other business partners or employees (“Personal Information”). Such Personal Information may include:
- Information you provide to Engine, including your name, contact information (including mailing address, e-mail address and telephone numbers), financial information (including bank or brokerage account information and wire transfer instructions), information relating to sources of funds, government-issued identification numbers (including social security numbers, tax identification numbers and passport numbers) or citizenship status in connection with making an investment in a Fund or account managed by Engine, or otherwise in the course of doing business with Engine.
- Information that is automatically collected by Engine through this Site (including “cookies), which can include date and time of access of the Site, the Internet Protocol address of the computer that you are using while accessing this Site, the domain and host from which you access the Internet, your browser software and operating system, and the specific activities in which you are engaged while visiting this website.
- Any other Personal Information that you may choose to share with Engine that either you or Engine deems necessary or desirable to share.
How We Use Personal Information We Obtain
We may use Personal Information that we obtain about an individual for the following purposes, subject to applicable law or regulation (including when an individual’s consent is required by applicable law):
- In order to provide our products and services.
- In order to communicate with clients, prospective clients, or other business partners.
- To establish and maintain a potential business relationship between you and Engine
- In order to comply with regulatory requirements (including, potentially, disclosure of Personal Information to a governmental or regulatory authority in order to comply with Anti-Money Laundering or other related regulations promulgated by a jurisdiction) or complying with a prime broker, custodian, administrator, broker-dealer, other investment counterparty or third-party service provider or business partner’s due diligence or “Know Your Customer” requirements.
- In connection with the expansion or growth of Engine’s business, including the creation and marketing of new funds or other investment products.
- In connection with an audit or examination by a third-party auditor or regulatory authority, in connection with the prevention or investigation of potential fraud or other criminal activity or the mitigation of any liability or potential liability of Engine, in connection with security initiatives or the maintenance of Engine’s information technology systems or infrastructure, or to enforce any legal rights of Engine.
- In order to fulfill any other legal or regulatory obligations of Engine or any fund or account managed by Engine.
- In following any industry best practices in connection with the use of information.
- To manage the website’s functionality (including the use of “Cookies”).
Engine may disclose the Personal Information we collect from you with the following categories of third parties and in the following ways:
- With our affiliated companies;
- With our third-party service providers that provide business, professional or technical support functions for us;
- To respond to judicial process or provide information to law enforcement or regulatory agencies or in connection with an investigation on matters related to public safety, as permitted by law, or otherwise as required by law; and
- As otherwise described to you at the point of collection.
Engine Capital Management
ATTN: Legal & Compliance Department
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105