Page 10 of 15 – SEC Filing
Item 5. Interest in Securities of the Issuer
(a) Brigade beneficially
owns 3,657,306 shares of Common Stock (excluding the shares of Common Stock subject to the OTC Equity Call Option and the Listed
Equity Call Option, as defined below), of which 3,281,735 shares of Common Stock and 375,571 shares of Common Stock are owned
by each of LCS and DSTR. 1,650,000 of such shares of Common Stock were acquired in connection with the settlement of the transactions
contemplated by the Swap Agreement (as defined below in Item 6).
On January 9, 2017, LCS, TASM and DSTR
entered into a call option agreement (the “OTC Equity Call Option Agreement”) with Goldman Sachs pursuant to which
LCS, TASM and DSTR each acquired a call option that gives LCS, TASM and DSTR the right to purchase 850,000 shares of Common Stock,
100,000 shares of Common Stock and 50,000 shares of Common Stock, respectively, for an exercise price of $9.00 per share (the
“OTC Equity Call Option”). The OTC Equity Call Option will expire and terminate on January 19, 2018, and is exercisable
at LCS’s election any time on or prior to its expiration.
On November 6, 2017,
LCS entered into a call option agreement (the “Listed Equity Call Option Agreement”) with Credit Suisse pursuant to
which LCS acquired a call option that gives LCS the right to purchase 500,000 shares of Common Stock for an exercise price of $7.50
per share (the “Listed Equity Call Option”). The Listed Equity Call Option will expire and terminate on May 18, 2018,
and is exercisable at LCS’s election any time on or prior to its expiration.
Together with the
shares of Common Stock subject to the OTC Equity Call Option and the Listed Equity Call Option, the Reporting Persons are therefore
deemed to beneficially own 5,157,306 shares of Common Stock in the aggregate, 4,631,735 shares of Common Stock by LCS, 425,571
shares of Common Stock by DSTR and 100,000 shares of Common Stock by TASM, representing 5.8% in the aggregate, and 5.2%, 0.5%
and 0.1% by LCS, DSTR and TASM, respectively, of the issued and outstanding shares of the Common Stock of the Issuer as of December
26, 2017.
To the knowledge of the Reporting Persons,
the executive officers and directors of LCS, the general partner of Brigade and the general partner of DSTR have no beneficial
ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(b) Brigade, as the investment manager
of LCS, DSTR and TASM, has the shared power to vote and dispose of the 5,157,306 shares of Common Stock described in this Schedule
13D.
(c) Schedule II annexed hereto lists
all transactions in the securities of the Issuer by the Reporting Persons in the past 60 days. All such transactions were effected
in the open market.
(d) To the knowledge of the Reporting
Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
LCS had entered into
a total return swap agreement with Bank of America as the counterparty (the “Swap Agreement”). The swap with Bank of
America constituted economic exposure to 1,650,000 notional shares of Common Stock. On December 21, 2017, LCS settled the swap
with Bank of America and the Swap Agreement terminated with no obligations remaining thereunder of either LCS or Bank of America.
As a result of this settlement, LCS took possession of the 1,650,000 shares of Common Stock.
The disclosure in
Item 5 relating to the OTC Equity Call Option Agreement and the Listed Equity Call Option Agreement is incorporated into this Item
6 by reference.
Except as set forth herein with respect to
the Swap Agreement, OTC Equity Call Option Agreement and the Listed Equity Call Option Agreement, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons and any other person with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
| 1. | Letter from Brigade to the Board of Directors of the Issuer, dated December 27, 2017. |
