Page 18 of 23 – SEC Filing
| CUSIP No. 532403201 | Page 18 of 24 |
which the Issuer agreed to file a shelf registration statement providing for the resale of the Preferred Shares and/or the underlying shares of Common Stock no later than July 30,
2018. The Purchasers are also entitled to participate in underwritten registrations under certain conditions, and will also have certain piggyback registration rights with respect to registration statements filed by the Issuer.
For so long as the Purchasers and their affiliates hold at least 5% of the then-outstanding shares of Common Stock, on an as-converted basis, the Registration Rights Agreement also contains restrictions whereby the Purchasers will not affect any public sale or distribution of the registrable securities during the 60-calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the SEC with respect to the pricing of an underwritten offering.
Second Lien Term Loan Credit Agreement Amendment
On January 31, 2018, the Lenders and the Company entered into the fourth amendment to the Term Loan Credit Agreement. Pursuant to the
amendment, the Lenders and the Company agreed, among other things, that after the issuance of the Series C Preferred Stock pursuant to the Securities Purchase Agreement, to reduce from two to one the maximum number of members of the Board the
lenders under the Second Lien Credit Agreement will have the right to appoint following the conversion of the convertible loans under the Second Lien Credit Agreement.
The foregoing descriptions of the Securities Purchase Agreement, Certificate of Designation, Series C Preferred Stock, Second Lien Credit
Agreement amendment and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements filed as exhibits to this Schedule 13D, and are incorporated herein by
reference.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their
investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the
Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities;
and other future developments.
Subject to the limitations in the Securities Purchase Agreement and Registration Rights Agreement, the
Reporting Persons may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, subject
to the limitations in the Securities Purchase Agreement, the Reporting Persons or their designee(s) to the Issuers board of directors may engage in discussions with management, the board of directors, and shareholders of the Issuer and other
relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other
material changes to the Issuers business or corporate structure, including changes in management or the composition of the Issuers board of directors.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a) and 5(b) of the Schedule 13D are hereby
supplemented by adding the following:
(a) The Reporting Persons beneficially own 43,592,196 shares of Common Stock, representing 45.0% of
the outstanding shares.
The number of shares of Common Stock beneficially owned in connection with the Series C Preferred Stock is based
upon: (1) with respect to dispositive power, an initial aggregate Stated Value of $100,000,000 multiplied by the optional redemption percentage of 120% and divided by the initial conversion price of $6.15 and (2) with respect to voting power, an
initial aggregate Stated Value of $100,000,000 divided by $4.42.
