EX-99
2
ex99-1.txt

Exhibit 99-1

On November 21, 2021, the Issuer entered into an Agreement and Plan of Merger
("Merger Agreement") with Paloma Partners VI Holdings, LLC ("Parent"), and
Paloma VI Merger Sub, Inc., which is a wholly-owned subsidiary of Parent
("Merger Sub"), whereby, among other things, Merger Sub would commence a tender
offer to acquire all of the Issuer's outstanding Shares for $23.00 per Share in
cash (the "Tender Offer"). Also on November 21, 2021, in connection with the
execution of the Merger Agreement, Franklin Advisers, Inc. ("FAV") as investment
  manager on behalf of certain funds and accounts ("Clients"), entered into a
Tender and Support Agreement (the "Support Agreement") with Parent, Merger Sub
and, solely with respect to certain provisions thereunder, the Issuer. Pursuant
to the Support Agreement, FAV agreed, among other things, to (i) validly tender
or cause to be validly tendered pursuant to and in accordance with the Tender
Offer all Shares that may be beneficially owned by FAV and not to withdraw or
cause to be withdrawn any such Shares from the Tender Offer unless and until the
  Support Agreement is terminated, and (ii) not vote any Shares that may be
beneficially owned by FAV in favor or, and will vote against or not consent to,
any acquisition proposal other than the Merger and related transactions, or that
  could impede, interfere with, prevent or delay the consummation of the Merger
or the related transactions. The Tender Offer closed on December 23, 2021, and
the Support Agreement terminated on that date.

One FAV Client had interests exceeding 10% in the Issuer's Common Stock:
Franklin High Income Fund, a series of Franklin High Income Trust, an investment
  company registered under the Investment Company Act of 1940, had an interest
in 2,372,322 shares of such Common Stock, all of which were tendered in the
transaction reported in this report.

FAV is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). FAV may be
  deemed to beneficially own the Securities for purposes of Rule 13d-3, and
accordingly for purposes of section 16(a), under the Securities Exchange Act of
1934, as amended (the "Act"), in its capacity as the investment adviser to the
Clients pursuant to investment management contracts that grant investment and/or
  voting power to FAV.  When an investment management contract (including a
sub-advisory agreement) delegates to FAV investment discretion or voting power
over the securities held in the investment advisory accounts that are subject to
  that agreement, FRI treats FAV as having sole investment discretion or voting
authority, as the case may be, unless the agreement specifies otherwise.

Beneficial ownership by FRI, FAV and their affiliates is being reported in
conformity with the guidelines articulated by the SEC staff in Release No.
34-39538 (January 12, 1998) relating to organizations, such as FRI, where
related entities exercise voting and investment powers over the securities being
  reported independently from each other.  The voting and investment powers held
  by each of FRI's affiliates whose ownership of securities is disaggregated
from that of FRI in accordance with the 1998 Release ("FRI Disaggregated
Affiliates") are exercised independently from FRI and from all other investment
management subsidiaries of FRI (FRI, its affiliates and the investment
management subsidiaries of FRI other than FRI Disaggregated Affiliates are
collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and
procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other
hand, FRI, establish informational barriers that prevent the flow among, on the
one hand, FRI Disaggregated Affiliates (including preventing the flow between
such entities), and, on the other hand, the FRI Aggregated Affiliates, of
information that relates to the voting and investment powers over the securities
  owned by their respective investment management clients.  Consequently, FRI
Disaggregated Affiliates report the securities over which they hold investment
and voting power separately from the FRI Aggregated Affiliates for purposes of
Section 13 of the Act.

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI. FRI and the Principal Shareholders may be deemed
to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of
securities held by persons and entities for whom or for which FRI's subsidiaries
  provide investment management services. FRI, the Principal Shareholders and
FAV disclaim any pecuniary interest in any of the Securities. In addition, the
filing of this Form 4 on behalf of the Principal Shareholders, FRI and FAV
should not be construed as an admission that any of them is, and each disclaims
that it is, the beneficial owner, as defined in Rule 13d-3, of any of the
Securities.

FRI, the Principal Shareholders, and FAV believe that they are not a group
within the meaning of Rule 13d-5 under the Act and that they are not otherwise
required to attribute to each other the beneficial ownership of the Securities
held by any of them or by any persons or entities for whom or for which FAV
provides investment management services.