Page 14 of 19 – SEC Filing
| (xi) | BlueMountain Capital Management, LLC, a Delaware limited liability company (“BMCM” or the “Investment Manager”), serves as investment manager to the BlueMountain Funds and has investment discretion with respect to the securities of the Issuer beneficially owned by the BlueMountain Funds. |
Item
3. Source and Amount of Funds or Other Consideration.
The information contained
in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the information below.
As previously disclosed,
on December 19, 2017, the Issuer entered into a restructuring support agreement (the “2017 RSA”) with the BlueMountain
Funds and other holders (collectively, the “2017 Supporting Holders”) that beneficially owned in excess of 85% in principal
amount of the Issuer’s 10.000% Senior Secured Second Lien Notes due 2019 (the “Second Lien Notes”), pursuant
to which the Issuer agreed to commence an exchange offer to exchange the Second Lien Notes for a combination of the Issuer’s
common stock, convertible preferred stock and warrants (the “Exchange Offer”) and the 2017 Supporting Holders agreed
to tender all of their Second Lien Notes in the Exchange Offer.
On January 29, 2018, the
Exchange Offer was completed, and in exchange for $18,577,026.00 aggregate principal amount of Second Lien Notes tendered by the
BlueMountain Funds, the Issuer issued to the BlueMountain Funds an aggregate of 8,067 shares of the Issuer’s Series A perpetual
convertible preferred stock (the “Series A Preferred Stock”), 217,823 shares of the Issuer’s Series B convertible
preferred stock (the “Series B Preferred Stock”) and 2,317,413 Series C Warrants of the Issuer to purchase shares of
Common Stock (the “Series C Warrants”).
Following the third anniversary
of the closing of the Exchange Offer, the Series A Preferred Stock is convertible into shares of Common Stock at the option of
the Issuer or at the option of each holder of Series A Preferred Stock. Prior to the third anniversary of the closing of the Exchange
Offer, the Series A Preferred Stock may be converted into shares of Common Stock with the consent of the holders of at least 66
2/3% of the outstanding shares of Series A Preferred Stock, or upon a change of control of the Issuer. The initial conversion rate
for the Series A Preferred Stock is 3,271.4653 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment.
At all times a holder of Series A Preferred Stock, who is not a beneficial owner of 10% or more of the outstanding Common Stock,
may convert the Series A Preferred Stock only up to that number of shares of Series A Preferred Stock so that, upon conversion,
the aggregate beneficial ownership of Common Stock of such holder and all persons affiliated with such holder, is not more than
9.99% of Common Stock then outstanding (other than in connection with a change of control of the Issuer).
Following the Issuer’s
receipt of shareholder approval for the issuance of additional shares of Common Stock, the Series B Preferred Stock will automatically
convert into shares of Common Stock and/or Series C Warrants, at the holder’s option. Each share of Series B Preferred Stock
is mandatorily convertible into 21.7378 shares of Common Stock and/or Series C Warrants.
Each Series C Warrant is
immediately exercisable by the holder for one share of Common Stock at a price equal to $0.0001. The Series C Warrants are also
exercisable at the option of the Issuer in connection with a full redemption of the Series A Preferred Stock or upon a change of
control of the Issuer. At all times a holder of Series C Warrants, who is not a beneficial owner of 10% or more of the outstanding
Common Stock, may exercise only up to that number of Series C Warrants so that, upon exercise, the aggregate beneficial ownership
of Common Stock of such holder and all persons affiliated with such holder, is not more than 9.99% of Common Stock then outstanding
(other than in connection with a change of control of the Issuer).
