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CUSIP No. 74640Y 106
The foregoing summary of the Credit Agreement and Parent Guaranty does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Credit Agreement and Parent Guaranty, respectively, which are filed as Exhibits 2 and 3, respectively, to this Schedule 13D and are incorporated by reference herein.
Private Placement and Appointment of Adam Gray as a Director
On February 1, 2018, the Issuer entered into a Subscription Agreement (the Subscription Agreement) with CCP and the Separate Account,
pursuant to which CCP agreed to purchase from the Issuer 2,900,000 shares of Class A Stock at a purchase price of $10.00 per share and the Separate Account agreed to purchase from the Issuer 1,100,000 shares of Class A Stock at a
purchase price of $10.00 per share (the Private Placement).
The Subscription Agreement provides that the Issuer would commit to
elect or appoint a designee of CCP and the Separate Account to become a member of the board of directors of the Issuer following the Closing. In connection with the Closing, the board of directors of the Issuer adopted resolutions increasing the
number of directors of the Issuer to eight and appointing Gray as a director. The Subscription Agreement also provides that, for long as CCP and the Separate Account (together with any other funds or accounts managed by CCM) hold in the aggregate at
least 50% of the number of shares of Class A Stock held by CCP and the Separate Account as of and after giving effect to the Closing, the Issuer shall nominate and include one designee of CCM in each slate of members of the board of directors
proposed to stockholders of the Issuer, whether at the annual meeting or otherwise, subject to certain conditions.
Under the Subscription Agreement, so
long as CCP and the Separate Account hold at least 50% of the number of shares of Class A Stock held by them in the aggregate as of and after giving effect to the Closing, CCP and the Separate Account (and any other funds or accounts managed by
CCM) have a right of first refusal to provide all, but not less than all, of any of the following financings by the Issuer or any of its subsidiaries: (i) preferred equity financing with a preference to or over any of the terms of the
Issuers common stock and (ii) any debt financing with a principal amount outstanding (together with all other debt provided by lender or group of lenders) greater than or equal to $10 million, other than (x) the replacement or
refinancing of existing indebtedness or (y) an asset based loan on customary terms with an all in interest rate of not greater than 5% per year, by the Issuer or any of its subsidiaries.
The Subscription Agreement also provides that each of CCP and the Separate Account will have preemptive rights with respect to future sales of the
Issuers Equity Securities (as such term is defined in Subscription Agreement) provided it holds at least 50% of the number of shares of Class A Stock held by it as of and after giving effect to the Closing, subject to certain exceptions.
On February 2, 2018, in connection with the Closing of the Business Combination, the Issuer and CCP and the Separate Account completed the Private
Placement in accordance with the terms of the Subscription Agreement.
The foregoing summary of the Subscription Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Subscription Agreement, which is filed as Exhibit 4 to this Schedule 13D and is incorporated by reference herein.
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