Page 13 of 17 – SEC Filing
Registration Rights
Silver Lake is also entitled to certain registration rights in respect of the Notes, the shares of Common Stock issuable upon conversion of the Notes and other
shares of Common Stock purchased by it after the effective date of the Investment Agreement while it or its affiliates hold other registerable securities; provided, that such registration rights will cease upon the earliest of (a) when such
securities have been disposed of pursuant to an effective registration statement or in compliance with Rule 144, (b) upon the later of the date (i) in the case of such securities held by Silver Lake, no Silver Lake designee is on the Board and
(ii) the holder thereof beneficially owns less than (x) one percent of the outstanding shares of Common Stock as of such time and such securities are freely transferable under Rule 144 (and, in the case of the Notes, such securities may be
represented by an Unrestricted Global Security (as defined in the Indenture) when sold) and (y) $25,000,000 in aggregate principal amount of Notes (subject to certain exceptions), or (c) when such securities cease to be outstanding.
Subject to qualifying therefor, the Issuer will file an automatic shelf registration statement on Form S-3 and use
reasonable efforts to keep such registration statement to be continuously effective until the earliest of (i) the date on which all registrable securities covered by the Issuers registration statement have been sold pursuant to the
Investment Agreement and (ii) there otherwise cease to be any registerable securities. If a holder of registerable securities notifies the Issuer of its intent to sell at least $25,000,000 of registrable securities pursuant to the Issuers
registration statement, the Issuer is obligated, among other things, to amend or supplement the registration statement as necessary to enable the sale of such securities in an underwritten offering. However, the Issuer is not required to amend,
supplement or file a registration statement during any Blackout Period (as defined in the Investment Agreement). The Issuer may not call a Blackout Period more than twice in any period of 12 consecutive months and the aggregate length of Blackout
Periods in any period of 12 consecutive months may not exceed 90 days.
The Issuer will bear the expenses incurred in connection with a registration
pursuant to the Investment Agreement, and each holder of registrable securities participating in an offering will bear the expenses relating to applicable underwriting discounts and commissions, agency fees, brokers commissions and transfer
taxes, if any, and similar charges.
Margin Loan Facility
SLP Chicago has entered into a Loan Agreement dated as of December 8, 2017 (as amended from time to time, the Loan Agreement) with the lenders
party thereto (each, a Lender and collectively, the Lenders) and Morgan Stanley Senior Funding, Inc., as administrative agent and calculation agent (the Administrative Agent).
In connection with the Loan Agreement, the Issuer has entered into issuer agreements dated as of December 8, 2017, with each Lender, respectively
(together, the Issuer Agreements and together with the Loan Agreement and any borrowing notice and each agreement or instrument delivered pursuant to the foregoing or pursuant to the security interests and collateral granted in
accordance with the foregoing, the Margin Loan Documentation).
As of December 8, 2017, SLP Chicago has borrowed an aggregate of
$106,938,580.00 (not including any interest paid in kind) under the Loan Agreement. Pursuant to the Loan Agreement, SLP Chicagos obligations are secured by a pledge of Notes owned by SLP Chicago. As of December 8, 2017, SLP Chicago has
pledged an aggregate principal amount of $218,242,000 of Notes (the Pledged Notes).
The loans under the Loan Agreement mature on or about
July 15, 2021, subject to any mutually agreed extension. Upon the occurrence of certain events that are customary for these type of loans, the Lenders may exercise their rights to require SLP Chicago to
pre-pay the loan proceeds or post additional collateral, and the Lenders may exercise their rights to foreclose on, and dispose of, the Pledged Notes and other collateral, in each case, in accordance with the
Margin Loan Documentation.
The foregoing descriptions of the Indenture, Investment Agreement and Loan Agreement are each qualified in their entirety by
reference to the Indenture, Investment Agreement and Loan Agreement which are filed as Exhibits B, C and D, respectively, to this Schedule 13D and incorporated by reference herein.
| Item 7. | Material to Be Filed as Exhibits |
| A. | Agreement of Joint Filing by and among the Reporting Persons |
| B. | Indenture, dated December 8, 2017, between the Issuer and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Issuers Form 8-K filed on December 8, 2017) |
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