Page 8 of 12 – SEC Filing
Item 4. Purpose of Transaction.
TMG
purchased certain of the Common Stock for the benefit of MCF in the Issuer’s initial private offerings and purchased an
additional 3,461,538 shares of the Common Stock through the Issuer’s initial public offering. TMG purchased the Common Stock
based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.
Pursuant
to that certain Class A Common Stock Purchase Agreement, dated February 22, 2018, by and among the Issuer, BOC I, BOC II,
and Boulderado BOC, LP (the “Purchase Agreement”), a copy of which was included in the Issuer’s 8-K filed
February 26, 2018, BOC I agreed to purchase 1,888,412 shares of the Common Stock and BOC II agreed to purchase 1,330,472
shares of the Common Stock, all at a purchase price of $23.30 per share. The purchase and sale of the Common Stock pursuant
to the Purchase Agreement was structured in two separate closings. At the first closing BOC I will purchase 968,000 shares of
the Common Stock and BOC II will purchase 682,000 shares of the Common Stock. At the second closing, BOC I will purchase
920,412 additional shares of the Common Stock and BOC II will purchase 648,472 additional shares of the Common Stock. The
second closing is contingent upon certain closing conditions set forth in the Purchase Agreement, including the expiration or
termination of the waiting period under the HSR Act, as may be applicable, listing approval from NASDAQ, and the approval by
the holders of the Issuer’s Common Stock of an amendment to the Company’s certificate of incorporation in order
to increase the authorized shares of Common Stock to account for the shares to be sold in the second closing. This Schedule
13D amendment is being filed to report the first closing under the Purchase Agreement.
The
purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary
course of business. Given the Reporting Persons’ ownership percentage of, and Mr. Peterson’s role with, the Issuer,
the Reporting Persons holding of the Common Stock may have the purpose or effect of controlling the Issuer.
Although
Reporting Person has no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, other than
in accordance with the Purchase Agreement, consistent with its investment purpose, Reporting Person at any time and from time
to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation
of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of
the Reporting Person and/or other investment considerations.
Adam
K. Peterson is co-Chief Executive Officer and co-Chairman of the Board of the Issuer. As a result, the Reporting Persons will,
in the ordinary course, engage in communications with one more shareholders of the Issuer, one or more officers of the Issuer,
other members of the board of directors of the Issuer, and other representatives of the Issuer regarding the Issuer.
Except,
with respect to the Purchase Agreement, and to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons
have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review
or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.
| CUSIP No. 101044105 | 13D | Page 7 of 11 Pages |
