Page 8 of 16 – SEC Filing
The source of funds required for the purchase were from general funds available to True Wind, including
capital contributions from equityholders of Zephyr Holdco or its affiliates and for cash management purposes in advance of an anticipated capital call, short-term borrowings by True Wind Capital under its existing revolving credit facility, which it
expects to repay in the near term upon the funding of capital contributions of its investors and/or new agreements for long-term financing of all or a portion of the purchase price.
| Item 4. | Purpose of the Transaction. |
The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its
entirety into this Item 4.
Each of the Reporting Persons acquired the Preferred Stock for investment purposes. Pursuant to the Investment Agreement,
True Wind has the right to nominate two directors to the board of directors of the Issuer. Mr. James H. Greene, Jr., Founding Partner of True Wind, and Brandon Van Buren, Principal at True Wind, were appointed to serve as members of the board
of directors of the Issuer in connection with the closing of the purchase of the Preferred Stock.
Although the Reporting Persons do not currently have
any specific plan or proposal to convert the Preferred Stock or sell the Preferred Stock or the Common Stock issuable upon conversion of the Series A Preferred Stock, except as described herein, each Reporting Person, consistent with its investment
purpose and subject to the agreements described in Item 6 below, including the standstill and transfer restrictions described therein, at any time and from time to time may acquire additional shares of Common Stock or securities convertible,
exchangeable or exercisable for or into shares of Common Stock or dispose of any or all of the shares of Preferred Stock or the shares of Common Stock issuable upon conversion of the Series A Preferred Stock (including, without limitation,
distributing some or all of such shares of Preferred Stock or Common Stock to such Reporting Persons members, partners, stockholders or beneficiaries, as applicable, transferring shares of Preferred Stock or Common Stock to affiliated
transferees, or the entry into a transaction in connection with a permitted financing, in each case in accordance with the agreements described in Item 6 below), depending upon an ongoing evaluation of its investment in the Preferred Stock, the
price and availability of the Issuers securities, the Issuers business and the Issuers prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity
requirements of such Reporting Person and/or other investment considerations. Subject to the terms of the Investment Agreement (described in Item 6 below), the Reporting Persons may request or demand a registration statement be filed by the
Issuer and be made available and effective so that they may, if they later decide, deliver to the Issuer take-down notices in connection therewith or otherwise to sell shares of Preferred Stock and/or Common Stock utilizing such registration
statement.
Each Reporting Person, solely in its capacity as a shareholder or other security holder of the Issuer, may engage in communications with one
or more other shareholders or other securityholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including
but not limited to its operations. Each of the Reporting Persons, in its capacity as a shareholder or other security holder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items
4(a)-(j) of Schedule 13D.
Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would
result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals
with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a 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.
