Item 8.01 Other Events.

On October 6, 2021, the Company delivered a letter (the "Letter") to TT Investimentos Ltda and its affiliates (collectively, "TT Investimentos") approving its request to be permitted under the Company's Rights Agreement dated as of February 12, 2008 to acquire beneficial ownership up to an aggregate of 9.9% of the Company's outstanding shares of common stock. Such approval is conditioned upon, and subject to TT Investimentos: (i) not increasing such beneficial ownership to in excess of 9.9% of the Company's outstanding shares of common stock; (ii) remaining continuously eligible to report its ownership of the Company's common stock on Schedule 13G; and (iii) increasing such beneficial ownership up to an aggregate of 9.9% of the Company's outstanding shares of common stock, if at all, on or before the twelve month anniversary of the date of the Letter.

Furthermore, in the event that TT Investimentos reduces its beneficial ownership to below 7.5%, the approval granted pursuant to the Letter shall immediately terminate and TT Investimentos would need to obtain a new approval from the Company's Board of Directors before seeking to again increase its beneficial ownership to in excess of 7.5% of the Company's outstanding shares of common stock.

A copy of the Letter is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letter is not intended to be complete and is qualified in its entirety by the complete text of the Letter.

Item 9.01. Financial Statements and Exhibits






(d) Exhibits.



Exhibit    Description

  99.1       Letter to TT Investimentos Ltda dated October 6, 2021.
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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