AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware
limited partnership (Angelo Gordon), (ii) AG Partners, L.P., a Delaware limited partnership (AG Partners), (iii) JAMG LLC, a Delaware limited liability company (JAMG) and (iv) Michael L. Gordon (collectively
with Angelo Gordon, AG Partners and JAMG, the Reporting Persons) with the Securities and Exchange Commission (the SEC) on August 30, 2019, as amended by the Amendment No. 1 to Schedule 13D filed on
October 21, 2019, Amendment No. 2 to Schedule 13D filed on November 5, 2019 and Amendment No. 3 to Schedule 13D filed on November 11, 2019 (the Schedule 13D).
This Amendment No. 4 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in
response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of this Schedule 13D is supplemented as follows:
The
disclosure in Item 4 is incorporated by reference herein.
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is supplemented as follows:
As
previously disclosed, the Backstop Parties entered into a Backstop Agreement on October 21, 2019. On November 4, 2019, the Backstop Parties consented to an amendment to the terms of the Consent Solicitation as set forth in certain
supplements to the Offering Memorandum (as defined in the Backstop Agreement). On November 11, 2019, the Backstop Parties consented to an amendment to the terms of the Consent Solicitation as set forth in a supplement to the Offering
Memorandum.
On November 20, 2019, the Issuer announced the successful completion of its consent solicitation and the final results of its exchange,
tender and subscription offers. The Accounts provided consent to the indenture amendments and participated in the Exchange Offer, the Tender Offer and the Subscription Offer on account of their pro rata share of the Notes. In addition, in accordance
with the Backstop Agreement, on November 21, 2019, the Accounts entered into the Preferred Stock Purchase and Sale Agreement (Purchase Agreement) pursuant which the Issuer exchanged additional Notes held by the Accounts for shares
of Preferred Stock and the Accounts subscribed for additional shares of Preferred Stock up to the amounts set forth in the Exchange Offer and Subscription Offer. The Exchange Offer and the Subscription Offer, as well as the Accounts purchase of
additional shares of Preferred Stock pursuant to the Purchase Agreement were consummated on November 22, 2019. The Accounts exchange of additional Notes for shares of Preferred Stock pursuant to the Purchase Agreement was consummated on
November 25, 2019. The Purchase Agreement is Exhibit 99.2 to this Schedule 13D and any description thereof is qualified in its entirety by reference thereto.
As a result of the Exchange Offer, Subscription Offer and the Purchase Agreement, the Issuer accepted and exchanged $34,981,185 in aggregate principal amount
of Notes from the Backstop Parties in exchange for 370,795 shares of Preferred Stock, and the Accounts purchased 528,564 shares of Preferred Stock for $100 per share for an aggregate purchase price of $52,856,400. After the closing, the Accounts
currently hold $35,843,560 par value of the Notes and 899,359 shares of the Preferred Stock.
The shares of Preferred Stock may be converted into Common
Stock at an initial conversion rate of 43.63 shares of Common Stock for each share of Preferred Stock. The Issuer does not have the right to effect a mandatory conversation of the Accounts shares of Preferred Stock and the Accounts do not have
the right to convert shares of Preferred Stock, in each case to the extent that after giving effect to such conversion, the Accounts would beneficially own a number of shares of the Issuers Common Stock in excess of 9.99% of the aggregate
number of shares of the Issuers Common Stock outstanding immediately after giving pro forma effect to the issuance of shares of the Issuers Common Stock upon such conversion (the Conversion Cap).