From the filing:
On August 13, 2013, J. C. Penney Company, Inc. (the “Company”) entered into a Registration Rights Agreement with Pershing Square Capital Management, L.P., PS Management GP, LLC, Pershing Square GP, LLC, William A. Ackman and certain affiliated Pershing Square funds (collectively, the “Holders”). Pursuant to the Registration Rights Agreement, the Holders may make up to four requests to the Company to register the sale of the Company’s common stock beneficially owned by the Holders, subject to the limitations and conditions provided in the Registration Rights Agreement. The Registration Rights Agreement also provides certain piggyback registration rights to the Holders. The registration rights provided in the Registration Rights Agreement terminate when the Holders collectively beneficially own less than 5% of the Company’s common stock. The Registration Rights Agreement contains customary indemnification provisions.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
A couple weeks ago, Ackman engaged in a public fight with JCPenney’s board.
He leaked letters to the media that he had written to the board demanding that they replace interim CEO Mike Ullman and that chairman Tom Engibous resign.
Ackman, who is JCPenney’s top shareholder, also reportedly had threatened to sell his stake if the board didn’t replace Ullman. Pershing Square Capital held more than 39 million shares of JCPenney as of the second quarter ended June 30, according to a 13F regulatory filing.
After all the public drama in recent weeks, Ackman was the one who ended up stepping down from the board.
Ackman has been betting on a turnaround at the retailer for a few years now. So far, he has taken a bath on the stock. Since September 28, 2010, the date of Ackman’s first SEC filing on JCPenney, the stock has fallen more than 48%.
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