Page 11 of 17 – SEC Filing
position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include
one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
The information contained in rows 7, 8, 9, 10, 11 and 13 on each
of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a) (b) By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a group
within the meaning of Section 13(d)(5) of the rules and regulations promulgated by the Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934 (the Exchange Act). As such,
pursuant to Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to beneficially own an aggregate of 6,999,992 shares of Common Stock of the Issuer, which includes 5,196,232 shares of Common
Stock which would be received upon conversion of Notes held by SLP Chicago and 1,803,760 shares of Common Stock which would be received upon conversion of Notes held by Co-Invest, representing in the aggregate
approximately 10.8% of the issued and outstanding shares of Common Stock of the Issuer.
The percentages of beneficial ownership in this Schedule 13D are
based on (i) the conversion by the Reporting Persons of $294,000,000 in aggregate principal amount of Notes into 6,999,992 shares of Common Stock based on the Conversion Rate (as defined below) as of December 8, 2017 and (ii) 57,901,351
shares of Common Stock outstanding as of November 3, 2017, as reported in the Issuers Form 10-Q filed with the Commission on November 8, 2017.
Information with respect to the beneficial ownership of Common Stock by the individuals listed in Annex A is set forth in Annex A attached hereto and
incorporated herein by reference in response to this Item 5.
(c) Except as set forth in Item 3 to this Schedule 13D, none of the Reporting
Persons have effected any transaction in the Issuers Common Stock during the past 60 days.
(d) No one other than the Reporting Persons has the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities of the Issuer reported on this Schedule 13D.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The
information set forth or incorporated in Item 3 and Item 4 is incorporated by reference in its entirety into this Item 6.
Indenture
The Issuer issued the Notes pursuant to an Indenture, dated as of December 8, 2017 (the Indenture), by and between the Issuer and
U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 5.75% per annum, payable semiannually in cash and will mature on July 1, 2021, subject to earlier conversion. Under the terms of the Indenture, at the option of a
holder of the Notes, the Notes are convertible into shares of Common Stock of the Issuer. The initial conversion rate of the Convertible Notes is 23.8095 shares Common Stock (the Conversion Rate), and cash in lieu of fractional shares of
Common Stock, per $1,000 principal amount of the Notes, which rate is subject to certain anti-dilution adjustments. The Conversion Rate is equivalent to an initial conversion price of approximately $42.00 per share of Common Stock. Holders of the
Notes may require that the Issuer repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus the total sum of all remaining scheduled interest payments through the remainder of the term of the
Notes upon the occurrence of a fundamental change (as defined in the Indenture). In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Issuer may be required to increase the Conversion Rate for the
Notes
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