On February 17, 2017, the Company entered into separate privately negotiated exchange agreements with certain holders of its 2.75% Convertible Senior Notes due 2020 (the “Old Notes”) to exchange, in a private placement in reliance on Section 4(a)(2) and Regulation D of the Securities Act, approximately $49.6 million in aggregate principal amount of Old Notes (the “Exchange Transactions”) for an equal principal amount of the Company’s 2.75% Convertible Exchange Senior Notes due 2020 (the “New Notes”).

The Company anticipates that the closings of the Exchange Transactions will occur on or about February 23, 2017.

Following the closings of the Exchange Transactions, approximately $30.4 million in aggregate principal amount of Old Notes will remain outstanding.

The New Notes will be the Company’s senior, unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the New Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the Old Notes; effectively junior in right of payment to any of the Company’s secured indebtedness (including the Company’s existing 0% Convertible Senior Secured Notes due 2020 (the “Secured Notes”)) to the extent of the value of the assets securing such indebtedness; and will be structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

The New Notes bear interest at a fixed rate of 2.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning June 1, 2017. Interest on the New Notes accrues from December 1, 2016. The New Notes will mature on December 1, 2020, unless earlier repurchased, redeemed or converted.

The New Notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date, at the option of the holders, into (i) shares of the Company’s common stock (the “Common Stock”), plus (ii) a cash payment equal to $150 for each $1,000 principal amount of New Notes converted (the “Additional Conversion Payment”), subject to certain adjustments. For conversions prior to September 1, 2018 and the Company’s election to exercise its Mandatory Conversion Right (as hereinafter defined), the Company will make an interest make-whole payment to a converting holder for each $1,000 principal amount of New Notes being converted (the “Interest Make-Whole Payment”). The Company may pay any Interest Make-Whole Payment either in cash or in shares of Common Stock, at the Company’s election. If the Company elects to pay any Interest Make-Whole Payment in cash it will pay cash in an amount equal to the Interest Make-Whole Payment. If Company elects, or is deemed to have elected, to pay any Interest Make-Whole Payment by delivering shares of Common Stock, the number of shares of Common Stock a converting holder of New Notes will receive for each $1,000 principal amount of New Notes will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such holder, divided by the product of (x) 98% and (y) the simple average of the daily volume-weighted average price of the Common Stock for the five trading days ending on and including the trading day immediately preceding the conversion date. Subject to compliance with certain conditions, the Company has the right (the “Mandatory Conversion Right”) to, at its option, mandatorily convert all of the New Notes if the daily volume-weighted average price of the Common Stock is equal to or greater than 60.0% of the applicable conversion price of the New Notes for at least 20 Daily VWAP Trading Days (as defined in the indenture governing the New Notes) (whether or not consecutive) during any 30 consecutive Daily VWAP Trading Day period (including the last trading day of such period).

The conversion rate is initially approximately 66.6667 shares of Common Stock per $1,000 principal amount of New Notes (equivalent to an initial conversion price of $15.00 per share of Common Stock), and will be subject to adjustment upon the occurrence of certain events.

The Company may redeem for cash all or any portion of the New Notes, at its option, on or after December 1, 2019 at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and

unpaid interest to, but excluding, the redemption date. Upon a fundamental change (as defined in the indenture governing the New Notes), subject to certain exceptions, the holders of the New Notes may require that the Company repurchase some or all of their New Notes for cash at a repurchase price equal to 100% of the principal amount of the New Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The events of default, which may result in the acceleration of the maturity of the New Notes, include, among other things:

The description of the New Notes above is qualified in its entirety by reference to the text of the indenture governing the New Notes, the form of which is filed as Exhibit 4.1 hereto.

On February 16, 2017, the Company entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent, and certain holders of the Secured Notes. Pursuant to the Second Supplemental Indenture, the Indenture dated March 21, 2016 (the “Original Indenture”), providing for the issuance of the Secured Notes, as supplemented by the First Supplemental Indenture, dated December 19, 2016 (the “First Supplemental Indenture” and the Original Indenture as supplemented by the First Supplemental Indenture, the “Secured Indenture”), was amended as follows: (i) the limitations on the Company’s ability to incur indebtedness were amended to permit the issuance of the New Notes; (ii) the limitations on the Company’s ability to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof certain indebtedness of the Company or its subsidiaries were amended to permit the Additional Conversion Payment, Interest Make-Whole Payment and other cash payments under the New Notes; and (iii) the amendment provisions were amended to require the consent of holders representing at least 65% of the aggregate principal amount of the Secured Notes then outstanding to amend or waive the limitations in the Secured Indenture to permit the redemption of any New Notes. The Company filed the Original Indenture as an exhibit to its Current Report on Form 8-K filed on March 15, 2016 and the First Supplemental Indenture as an exhibit to its Current Report on Form 8-K filed on December 19, 2016.

A copy of the Second Supplemental Indenture is filed as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been registered under the Securities Act or any or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.