AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 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 (the Schedule 13D).
This Amendment No. 1 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 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended and restated to read as follows:
The Reporting Persons acquired the Common Stock reported herein for investment purposes. The Reporting Persons also have acquired $86,071,544 par value of the
Issuers 8.50% Senior Secured Second Lien Notes due 2023 (the Notes) on behalf of the Accounts.
On October 21, 2019, Issuer
announced the commencement of (i) a cash tender offer (the Tender Offer) to purchase up to $200,000,000 of the Notes at a purchase price of $1,060 per $1,000 principal amount of Notes validly tendered; (ii) an exchange offer
(the Exchange Offer) to eligible holders of Notes to exchange up to $70,754,716 in aggregate principal amount of Notes for newly issued 6.5% Series A Perpetual Cumulative Convertible Preferred Stock, par value $0.001 per share (the
Preferred Stock); (iii) a related solicitation of consents to adopt certain amendments to the indenture governing the Notes (the Consent Solicitation) and (iv) an offer to eligible holders of Notes that elect to
participate in the Exchange Offer to subscribe to purchase additional shares of Preferred Stock (the Subscription Offer and, together with the Tender Offer and Exchange Offer, the Offers).
In addition, on October 21, 2019, certain Accounts (collectively, the Backstop Parties) entered into a backstop commitment agreement with the
Issuer (the Backstop Agreement), pursuant to which the terms of the Backstop Agreement, the Backstop Parties have agreed, subject to the terms and conditions set forth therein, to (i) tender (and not withdraw) all Notes held by the
Backstop Parties in the Exchange Offer (and, accordingly, deliver consents in respect of all such Notes in the Consent Solicitation and tender all such Notes that are not accepted for exchange in the Exchange Offer in the Tender Offer) and
(ii) exchange additional Notes for and/or purchase all shares of the Preferred Stock offered for exchange or purchase pursuant to the Exchange Offer and the Subscription Offer, respectively, but not issued pursuant to the terms of the Exchange
Offer or the Subscription Offer, as applicable.
The Backstop Parties obligation to backstop the Exchange Offer and the Subscription Offer is
subject to certain conditions, including satisfaction (or waiver) of all conditions to the Offers, including the receipt of consents from the holders of a majority of the outstanding Notes in the Consent Solicitation.
The foregoing description of the Backstop Agreement is not complete and is qualified by reference to the full text of the Backstop Agreement, a copy of which
is incorporated by reference as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.
The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and may from time to time and at any time in the future formulate plans or proposals depending on various factors, including, without limitation, the outcome of the transactions referenced above, the
Issuers financial position and strategic direction, actions taken by the Board, price levels of the Issuers securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general
economic and industry conditions, and take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may, subject to the