Page 9 of 13 SEC Filing
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.
(b) Raging Master may be deemed to share with Raging Capital and William C. Martin the power to vote and dispose of the Shares directly owned by Raging Master.
Kenneth H. Traub has the sole power to vote and dispose of 18,888 Shares directly owned by him and has the sole power to vote the 18,667 unvested restricted Shares directly owned by him.
Allan J. Young has the sole power to vote the 18,667 unvested restricted Shares directly owned by him.
(c) The Reporting Persons have not entered into any transactions in the Shares during the past 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
Transaction Support Agreement
On January 15, 2016, the Issuer entered into separate Transaction Support Agreements (the “Support Agreements”) with investors (the “Supporting Holders”) holding $120.2 million, or approximately 57%, of the aggregate principal amount of the Issuer’s outstanding 12.75% Senior Notes due 2016 (the “Existing Notes”) and $45.1 million, or approximately 78%, of the aggregate principal amount of the Issuer’s 7.00% Convertible Senior Notes due 2017 (the “Existing Convertible Notes”) to refinance its public indebtedness. Raging Master, which owns in the aggregate $27.5 million of the Existing Notes, $4.2 million of the Existing Convertible Notes and approximately 19.5% of the Issuer’s common stock (the “Company Common Stock”), is party to one of the Support Agreements. Two of the Issuer’s directors, Kenneth H. Traub and Allan J. Young, are employees of Raging Capital.
Specifically, the Support Agreements provide for (a) the terms of a private exchange offer and consent solicitation to certain eligible holders to exchange new 12.75% Senior Secured Notes due 2018 (the “New Notes”) for their Existing Notes (the “Exchange Offer”), (b) the terms of private exchanges in which the Issuer has agreed to issue new 5.25% Senior Secured Convertible Notes due 2019 (the “New Convertible Notes”) to the Supporting Holders in exchange for their Existing Convertible Notes (the “Private Convertible Note Exchanges”), such Private Convertible Note Exchanges to be settled on the earliest to occur of (i) June 30, 2016, (ii) the date the Registered Convertible Note Exchange Offer (as defined below) is settled, and (iii) the date the Registered Convertible Note Exchange Offer is withdrawn in accordance with the Support Agreements (such earliest time, the “Convertible Note Exchange Settlement Date”) and (c) a registered exchange offer in which the Issuer will offer to issue New Convertible Notes to all holders of outstanding Existing Convertible Notes other than the Supporting Holders (the “Registered Convertible Note Exchange Offer” and together with the Private Convertible Note Exchanges, the “Convertible Note Exchange Offers”), such Registered Convertible Note Exchange Offer to be effected on substantially identical terms as the Private Convertible Note Exchanges. The Exchange Offer and Consent Solicitation (pursuant to which the Issuer will solicit consents to certain proposed amendments to the Existing Notes and the related indenture) and the Convertible Note Exchange Offers are collectively referred to as the “Refinancing Transactions.” The Issuer will not receive any cash proceeds in connection with the Refinancing Transactions.
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