CUSIP No. 366505105
Page 8 of 10 Pages
through margin accounts maintained for it with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firms credit policies. Positions in Common Stock and Series A Preferred Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such
accounts. Such margin accounts may from time to time have debit balances. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Common Stock and Series A
Preferred Stock.
Item 4.
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Purpose of Transaction
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The Reporting Persons acquired the Common Stock and Series A Preferred Stock for investment purposes and as part of the Plan.
On April 30, 2021, pursuant to the terms of the Plan and the Replacement Equity Backstop Commitment Agreement dated March 9, 2021,
the Company issued 16,211,432 shares of Series A Preferred Stock to Sessa Capital at a price of $5.25 per share. On May 7, 2021, Sessa Capital purchased an additional 380,952 shares of Series A Preferred Stock in a private purchase at a price of
$5.25 per share. Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of the Series A Certificate of Designation.
On April 30, 2021, the Company entered into a Series A Investor Rights Agreement (the Investor Rights Agreement) with the
Centerbridge Investors, the Oaktree Investors and the Additional Investors (each as defined therein), setting forth the terms by which the Company agreed to provide certain rights in connection with the issuance of shares of its Series A Preferred
Stock pursuant to the Plan. Pursuant to the Investor Rights Agreement, the Required Additional Investors (as defined in the Investor Rights Agreement), acting individually and not as a group, have the right to nominate one Investor Director Designee
(as defined therein) for election to the board of directors of the Company (the Board) at each stockholder meeting of the Company. In April 2021, the Required Additional Investors designated Mr. Petry as their Investor Director
Designee, and Mr. Petrys appointment became effective on May 7, 2021. The Investor Rights Agreement is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
On the same day, the Company entered into a Registration Rights Agreement (the Registration Rights Agreement) with the
Centerbridge Investors, the Oaktree Investors, and the Additional Investors (each as defined therein), setting forth the terms by which the Company agreed to provide certain registration rights with respect to its securities pursuant to its plan of
reorganization. The Registration Rights Agreement is filed hereto as Exhibit 99.2 and is incorporated herein by reference.
The
arrangements contemplated by the Investor Rights Agreement and Registration Rights Agreement are not intended to constitute the formation of a group (as defined in Section 13(d)(3) of the Exchange Act).
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons intends to review its investment in the Company on a continuing basis and, depending upon the price of and other market conditions
relating to the Common Stock and Series A Preferred Stock, developments affecting the Company and other factors deemed relevant, may increase or decrease the size of its investment in the Company, exercise its right to convert it shares of Series A
Preferred Stock to shares of Common Stock, or take one or more other actions that relate to or would result in any matter referred in items (a) through (j) of Item 4 of Schedule 13D, alone or with others. Additionally, the Reporting Persons may
engage in discussions with other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety
of matters relating to the Company, which may include, among other things, the Companys business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take
other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D. Each of the
Reporting Persons reserves the right to take such actions as it deems appropriate, in its discretion.
Item 5.
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Interest in Securities of the Issuer
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a.
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As of the date of this statement, Sessa Capital beneficially owns 23,504,588 shares of Common Stock (including
16,592,384 shares of Common Stock issuable upon conversion of 16,592,384 shares of Series A Preferred Stock owned by the Reporting Persons), representing 28.8% of the 81,628,185 total outstanding shares of Common Stock (consisting of 65,035,801
outstanding shares of Common Stock issued to replace the Companys cancelled
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