The Indenture includes affirmative and negative covenants which are significantly in line with the term that is remaining, in addition to customary occasions of standard.
The issuance of this Notes in connection because of the Exchange ended up being effectuated through an exclusive positioning in reliance upon the exemption from enrollment supplied by Section 4(a)(2) of this Securities Act, as amended (the “Securities Act”), in deals maybe not involving any general public providing.
The issuance of typical inventory upon transformation for the Notes is susceptible to approval associated with organization’s stockholders pursuant to Rule 312 regarding the indexed Company handbook associated with ny stock market . Since quickly as practicable following the issuance date (plus in any occasion within 30 business times following the issuance date), the business will prepare and register a statement that is proxy the Securities and Exchange Commission which includes a proposition when it comes to organization’s investors to accept the issuance of Common inventory upon transformation of this Notes as needed beneath the foibles regarding the ny stock market (the “Full Conversion”) at a unique meeting for the organization’s investors, that will be held at the earliest opportunity following the issuance date. Susceptible to the directors’ fiduciary duties, the proxy statement will incorporate a suggestion through the Board that the shareholders vote in support of the total Conversion. In the event that needed shareholder approval is maybe perhaps not acquired, (1) the business will look for shareholder approval associated with Comprehensive Conversion at the business’s yearly conference and (2) the records that could upon transformation into typical Stock represent a lot more than 19.9per cent of this existing total popular Stock for the business is supposed to be convertible into money only, until such shareholder approval is gotten. The shareholders have not received approval and the Remaining Term Loan is still outstanding, the coupon of the Notes will increase by 1.50% and the Required Amortization will be adjusted accordingly if, on the one-year anniversary of the issuance date. If, regarding the two-year anniversary of this issuance date, the investors never have gotten approval and also the Remaining Term Loan remains outstanding, the voucher will increase by yet another 1.50percent and also the necessary Amortization would be modified consequently.
The description that is foregoing of Notes, the Indenture plus the Exchange Agreement will not purport become complete and it is qualified in its entirety by reference to the Indenture filed herewith as display 4.1, and also to the Exchange Agreement filed herewith as Exhibit 10.1, to the present Report on Form 8-K and included herein by guide.
Through to the date that the Holder no more has, or has otherwise irrevocably waived, the ability to designate a number of directors for nomination or visit to your Board for the business (the “Board”) pursuant into the Remaining Term Loan with no such manager is serving regarding the Board (the “Standstill Period”), then such Holder will be subject to customary standstill restrictions, subject to certain exceptions, as provided in the Investor Agreement if such Holder (individually or as a “group” (as defined under the Securities Exchange Act, as amended)) directly or indirectly beneficially owns 10% or more of the aggregate amount of Common Stock issued or issuable upon conversion of the Notes (assuming that all Notes are fully converted into and settled in Common Stock as of the time of such determination.
Each Holder that beneficially owns shares of Common Stock issued upon conversion of the Notes that represent 10% or greater of the then outstanding Common Stock of the Company agrees to vote any such shares in favor of the Company’s director nominees included in the Company’s proxy statement during the Standstill Period. Through to the earlier of (x) the termination associated with the Standstill Period and (y) eighteen months following the issuance date, no Holder or “group” (because defined underneath the Securities Exchange Act, as amended) of https://1hrtitleloans.com/payday-loans-sc/ Holders may vote any shares of typical Stock in more than 20% for the then outstanding typical inventory for the business.
The Holders regarding the Notes is going to be eligible to registration that is customary pertaining to their as-converted typical inventory (at the mercy of minimum registration quantities, blackout durations and restrictions regarding the wide range of needs) after the 30-day anniversary associated with closing date.
The foregoing description associated with the Investor Agreement will not purport become complete and it is qualified in its entirety by mention of the Investor Agreement filed herewith as display 10.2 to the present Report on Form 8-K and included herein by guide.
Amendment to Existing Registration Rights Agreement
The Company entered into an amendment with FIG LLC to the Registration Rights Agreement dated (as amended, the “Existing Registration Rights Agreement”) in order to account for the registration rights being granted to the Holders pursuant to the Investment Agreement in connection with the Investor Agreement.
The description that is foregoing of Existing Registration Rights Agreement doesn’t purport become complete and it is qualified with its entirety by mention of the the current Registration Rights Agreement filed herewith as Exhibit 10.3 to the present Report on Form 8-K and included herein by guide.
Amendment to Credit Agreement
The Company, the Guarantors, Alter Domus Products Corp. , as administrative agent and collateral agent, and the lenders under the Credit Agreement have executed the Amendment, which, among other things, (i) requires quarterly amortization payments in an amount equal to the interest rate savings resulting from the Exchange for the applicable quarter, (ii) increases the threshold under the requirement for prepayment of the term loans with unrestricted cash and cash equivalents in excess of $40,000,000 from $40,000,000 to $70,000,000 for the fiscal year and (iii) replaces the Specified Lender’s (as defined therein) right to appoint directors to the Board in the event the gross leverage ratio exceeds certain thresholds with the right to increase the size of the board of directors and to nominate directors for election to the Board in the event the gross leverage ratio exceeds such thresholds in connection with the Exchange.
The description that is foregoing of Amendment will not purport become complete and it is qualified in its entirety by mention of the Amendment filed herewith as display 10.4 to the Current Report on Form 8-K and included herein by reference.
Item 9.01 Financial Statements and Displays.