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Item 3. Source and Amount of Funds or Other Consideration
Beneficial ownership of the shares of Common Stock set forth on the cover pages to this Schedule 13D (the Subject
Equity) is being reported on this Schedule 13D solely because the Reporting Persons may be deemed to have beneficial ownership of the Subject Equity as a result of the relationships and matters described under Item 6 of this
Schedule 13D and this Item 3.
On July 13, 2017, Oaktree entered into the Voting Agreement described in Item 6 of this
Schedule 13D with Fifth Street Holdings, L.P. (FSH), Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation, the Tannenbaum Family 2012 Trust and 777 West Putnam Avenue LLC (collectively, the
Stockholders) pursuant to which each of the Stockholders agreed to vote their shares of Common Stock at the direction of Oaktree. The Stockholders entered into the Voting Agreement as a condition of and an inducement to
Oaktrees willingness to enter into the Asset Purchase Agreement described in Item 6 of this Schedule 13D. Upon the acquisition of any additional shares of Common Stock by the Stockholders, such additional shares will be included
under the Voting Agreement, and the Reporting Persons may be deemed to have beneficial ownership of such additional shares, if any.
The
Subject Equity has not been purchased by any Reporting Person, and no payments were made by or on behalf of any Reporting Person in connection with the execution of the Voting Agreement.
Item 4. Purpose of Transaction
Items 3 and 6 of this Schedule 13D are incorporated by reference into this Item 4. Oaktree may be deemed to have acquired
beneficial ownership of the Subject Equity for the purposes set out below and in Items 3 and 6 of this Schedule 13D.
The
Reporting Persons continuously evaluate the businesses and prospects of the Issuer and its subsidiaries, alternative investment opportunities and all other factors deemed relevant in determining whether securities of the Issuer or its subsidiaries
will be acquired by the Reporting Persons or by other accounts or funds associated with the Reporting Persons or whether the Reporting Persons or any such other accounts or funds will dispose of any Common Stock acquired by any of them. At any time,
subject to the limitations set forth in the definitive agreements described in Item 6 hereof, securities of the Issuer or its subsidiaries may be acquired, or some or all of the securities beneficially owned by the Reporting Persons may be
sold, in either case in the open market, in privately negotiated transactions or otherwise.
Except as otherwise disclosed in this
Schedule 13D, the Reporting Persons currently have no plans or proposals which would relate to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as
part of their ongoing evaluation of the Issuer and its subsidiaries and related alternatives, the Reporting Persons may consider such matters and, subject to applicable law and any limitations in the definitive agreements described in Item 6
herein, including, without limitation, the Asset Purchase Agreement and the Voting Agreement, may formulate a plan with respect to such matters, and from time to time, the Reporting Persons may hold discussions with or make formal proposals to
management or the board of directors of the Issuer or its subsidiaries, other stockholders of the Issuer and its subsidiaries or other third parties regarding such matters.
Item 5. Interest in Securities of the Issuer
(a) and (b)
The information
contained on the cover pages of this Schedule 13D and Item 6 of this Schedule 13D is incorporated by reference into this Item 5. Ownership percentages set forth in this Schedule 13D are based upon 140,960,651 shares of
Common Stock issued and outstanding as of May 9, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the SEC) on
May 10, 2017.
Pursuant to the Voting Agreement, Oaktree may be deemed to be beneficially own 27,044,419.404, or approximately 19.2%,
of the issued and outstanding shares of Common Stock.
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