Page 7 of 11 – SEC Filing
| CUSIP No. 65540B105 | Page 7 of 14 Pages |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired beneficial ownership
of an aggregate of 8,873,240 shares of Common Stock for consideration to be paid at closing that will consist of approximately $31.5 million of cash, which is expected to be drawn from working capital from the Fund. The Reporting Persons acquired
beneficial ownership of such shares pursuant to a Securities Purchase Agreement (the Purchase Agreement) entered into between the Fund and the Issuer on March 13, 2017. The Purchase Agreement is attached hereto as Exhibit
4 and more fully described in Item 6 below.
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired shares of the Common Stock based on their belief
that the Common Stock represents an attractive investment opportunity. The following information may be deemed pertinent.
As more fully described in
Item 6 below, on March 13, 2017, the Fund and the Issuer entered into the Purchase Agreement pursuant to which the Fund agreed to purchase, on April 3, 2017 or such other date and time as the parties might agree, 8,873,240 shares of
Common Stock. Consummation of the purchase is subject to customary closing conditions.
The Reporting Persons intend to review continuously their
investment in the Issuer. Depending upon their evaluation of the factors described below, one or more of the Reporting Persons may from time to time (with the consent of the Issuer, if required) purchase additional securities of the Issuer, dispose
of all or a portion of the securities then held by such Reporting Persons, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions
or otherwise.
The Reporting Persons may wish to engage in a constructive dialogue with officers, directors and other representatives of the Issuer, as
well as the Issuers shareholders; topics of discussion may include, but are not limited to, the Issuers markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The Reporting Persons may
also enter into or amend confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that the Reporting Persons may consider in evaluating their investment
in the Issuers business include the following: (i) the Issuers business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the
availability and nature of opportunities to dispose of the Reporting Persons interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting
Persons; and (vii) other plans and requirements of the Reporting Persons.
Depending on their assessment of the foregoing factors, the Reporting
Persons may, from time to time, modify their present intention as stated in this Item 4.
Except as set forth above and as described in Item 6
below, which is hereby incorporated by reference into this Item 4, the Reporting Persons intend to continuously review their options but do not have at this time any specific plans that would result in (a) the acquisition of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary
