other provisions, contained in such indenture (the “Proposed Amendments”). The indenture governing the 5.00%/7.00% Convertible Notes was so amended effective as of the closing of the Exchange Offer.
On February 27, 2020, at the time the Company launched the Exchange Offer, the Company announced that it entered into support agreements with holders who, in the aggregate, held in excess of 96% of the 5.00%/7.00% Convertible Notes, and who had agreed, among other things, to tender their 5.00%/7.00% Convertible Notes in the Exchange Offer and to consent to the Proposed Amendments, subject to certain conditions. The Exchange Offer closed with greater than 97% of the aggregate principal amount of the 5.00%/7.00% Convertible Notes having been tendered and exchanged.
As noted below, in addition to certain members of management, certain stockholders and (including stockholders with whom members of the Board of Directors are affiliated) received 3.00%/5.00% Convertible Notes in the Exchange Offer and continue to hold the 3.00%/5.00% Convertible Notes.
A description of the 3.00%/5.00% Convertible Notes and the 5.00%/7.00% Convertible Notes may be found in Note 2 – Debt of Item 8 – “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Additional information regarding the Exchange Offer may be found in the Company’s Prospectus filed with the SEC on March 27, 2020 and in the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2020.
Stockholders Agreement
Pursuant to the Plan, on August 31, 2017, the Company entered into a Stockholders Agreement (the “Stockholders Agreement”) with Highbridge Capital Management, LLC and its affiliates (“Highbridge”), Whitebox Advisors LLC and its affiliates (“Whitebox”), SGF, Inc. (“SGF”), Corre Partners Management, LLC and its affiliates (“Corre”), Wolverine Flagship Fund Trading Limited and its affiliates (“WFF”), and certain members of the Company’s management. The Stockholders Agreement includes certain customary board designation rights, preemptive rights, transfer restrictions, and tag-along and drag-along rights. For additional information on the terms of the Stockholders Agreement, see the Company’s Registration Statement on Form 8-A filed with the SEC on August 31, 2017.
Registration Rights Agreement
Pursuant to the Plan, on the Effective Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Highbridge, Whitebox, SGF, Corre and WFF. Under the Registration Rights Agreement, the Company has granted registration rights to those recipients who are party to the Registration Rights Agreement with respect to certain securities of the Company. On March 27, 2020 in connection with the Exchange Offer, the parties to the Registration Rights Agreement entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), the terms and conditions of which are substantially consistent with those applicable to the original agreement. For additional information on the terms of the A&R Registration Rights Agreement, see the Company’s Form 8-K filed with the SEC on March 30, 2020.
Highbridge Capital Management, LLC
One of the Company’s current directors, Jonathan Segal, serves as a managing director of, and portfolio manager for, Highbridge. Pursuant to the Plan and the Stockholders Agreement, Highbridge and/or its affiliates have the right to designate one member of the Board. Mr. Segal was selected by Highbridge.
On the Effective Date, in connection with the Plan, Highbridge and/or one or more of its affiliates received approximately $49.7 million in aggregate principal amount of the 5.00%/7.00% Convertible Notes, 509,105 shares of the Company’s new common stock and a cash payment of $4.0 million. Furthermore, on March 27, 2020, in connection with the Exchange Offer, Highbridge tendered $62.0 million in aggregate principal amount and accrued PIK interest of the 5.00%/7.00% Convertible Notes in exchange for $30.5 million in aggregate principal amount of 3.00%/5.00% Convertible Notes and 22,520 shares of the Company’s common stock.
In accordance with the terms of the Exchange Offer, upon the tender and exchange of its 5.00%/7.00% in March 2020, Highbridge also received and simultaneously tendered and exchanged accrued PIK interest payments in the amount of $1.0 million with respect to its tendered 5.00%/7.00% Convertible Notes. Highbridge received PIK interest payments in the amounts of $4.1 million (in 2019), $3.8 million (in 2018) and $1.2 million (in 2017) with respect to its 5.00%/7.00% Convertible Notes, in each case commensurate with other holders thereof. Highbridge received PIK interest payments in the amount of $1.2 million in 2020 with respect to its 3.00%/5.00% Convertible Notes, commensurate with other holders thereof.