Page 10 of 19 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Statement is amended and
restated in their entirety as follows:
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 (i) the relationships and matters
described under Item 6 of this Schedule 13D and this Item 3 and/or (ii) purchases of shares of Common Stock by Oaktree Capital I, as applicable.
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 and the Tannenbaum Family 2012 Trust (collectively, the Tannenbaum Stockholders) pursuant to which each of the Tannenbaum Stockholders agreed to
vote their shares of Common Stock at the direction of Oaktree. The Tannenbaum Stockholders entered into the Voting Agreement as 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 Tannenbaum 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, to the extent such Reporting Person is covered by the Voting Agreement.
No payments were
made by or on behalf of any Reporting Person in connection with the execution of the Voting Agreement.
Beginning on December 13,
2017, Oaktree Capital I used available funds to purchase shares of Common Stock.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a), 5(b) and 5(c) of the Original Statement are amended
and restated in their entirety as follows:
Information concerning transactions in the shares of Common Stock effected by the Reporting
Persons during the past sixty days is set forth in Annex B hereto and is incorporated herein by reference. All of the transactions in the shares of Common Stock listed in Annex B hereto were effected in the open market.
As a result of the Voting Agreement described in Item 6 of the Original Statement and Item 3 above among Oaktree and the Tannenbaum
Stockholders, Oaktree may be deemed to be beneficially own 7,983,925.62, or approximately 27.1%, of the issued and outstanding shares of Common Stock, which shares of Common Stock are held by the Tannenbaum Stockholders (the Tannenbaum
Shares).
As a result of Oaktree Capital I purchasing 392,000 shares of Common Stock in the open market (the Oaktree
Shares), Oaktree Capital I may be deemed to beneficially own 392,000, or approximately 1.3%, of the issued and outstanding shares of Common Stock.
Holdings, Inc., in its capacity as the general partner of Oaktree, has the ability to direct the management of Oaktrees business,
including the power to direct the decisions of Oaktree regarding the voting and disposition of securities beneficially owned by Oaktree. Therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the Tannenbaum Shares.
OCG, in its capacity as the sole stockholder of Holdings, Inc., has the ability to appoint and remove directors of
Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the voting and disposition of securities beneficially owned by Oaktree. Additionally, OCG, in its capacity as the sole stockholder of Holdings,
Inc., has the ability to direct the management of Holdings, Inc.s business, including the power to direct the decisions of Holdings, Inc. regarding the voting and disposition of securities beneficially owned by Oaktree. Therefore, OCG may be
deemed to have indirect beneficial ownership of the Tannenbaum Shares.
