|
(a) - (d)
|
As of the date hereof (i) Corre Opportunities Qualified Master Fund, LP may be deemed to be the beneficial owner of 953,650 Shares, constituting 21.9% of the Shares, (ii) Corre Horizon Fund, LP
may be deemed to be the beneficial owner of 249,942 Shares, constituting 5.7% of the Shares, (iii) Corre Horizon II Fund, LP may be deemed to be the beneficial owner of 250,952 Shares, constituting 5.8% of the Shares and (iv) each of the
General Partner, the Investment Adviser, Mr. Barrett and Mr. Soderlund may be deemed to be the beneficial owner of 1,454,544 Shares, constituting 33.3% of the Shares, in each case based on 4,361,865 Shares outstanding as of May 9, 2023, as
determined based on reports by the Issuer.
Corre Opportunities Qualified Master Fund, LP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 953,650 Shares; has the sole power to
dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 953,650 Shares.
Corre Horizon Fund, LP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 249,942 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 249,942 Shares.
Corre Horizon II Fund, LP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 250,952 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 250,952 Shares.
The General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,454,544 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,454,544 Shares.
The Investment Adviser has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,454,544 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,454,544 Shares.
Mr. Barrett has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,454,544 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,454,544 Shares.
Mr. Soderlund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,454,544 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,454,544 Shares.
The Reporting Persons have not, either directly or indirectly, effected any transactions in the Shares since their most recent filing of Schedule 13D.
|
|
|
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On May 24, 2023, the Funds entered into a debt commitment letter (the “Debt Commitment Letter”) with the Issuer in order to provide the Issuer with a new $57.5 million, 12% senior secured first
lien term loan maturing in December 2026 and comprised of a $37.5 million term loan tranche and a $20 million delayed draw term loan tranche (the “Corre Secured Term Loan”), subject to certain closing conditions. The Debt Commitment Letter
also provides, among other things that Corre’s existing subordinated term loan (together with the Corre Secured Term Loan, the “Corre Term Loan Facilities”) will become secured on a pari passu basis
to the Corre Secured Term Loan. The Issuer expects to use the proceeds from the Corre Secured Term Loan to repay in full the Issuer’s remaining $41 million of Convertible Notes due August 2023 and for general corporate purposes.
As a condition to the effectiveness of the transactions contemplated by the Debt Commitment Letter, the Investment Adviser's board designation rights, would be amended to provide for, among
other things: (i) the right to appoint two directors to the Issuer’s board of directors at any time that the Funds beneficially own 15% or more of the combined voting power of the Issuer’s equity interests, or one director at any time that
the Funds beneficially own at least 5%, but less than 15%, of the combined voting power of the Issuer’s equity interests and (ii) the right to appoint one additional director as long as the Funds or one of their affiliates holds any
indebtedness or has any undrawn commitment to fund indebtedness of the Issuer or any of its subsidiaries solely in respect of (a) the Corre Term Loan Facilities, (b) the Delayed Draw Term Loans (as defined in that certain Credit Agreement,
dated as of February 11, 2022 (as amended from time to time), by and among the Issuer, as borrower, each of the lenders party thereto, and Eclipse Business Capital LLC, as agent) or (c) any future refinancings, extensions, rollovers or
modifications of either the Corre Term Loan Facilities or the Delayed Draw Term Loans held by the Funds or their affiliates as of May 24, 2023.
The closing of the transactions contemplated by the Debt Commitment Letter is expected to occur in the second quarter of 2023 and is subject to the negotiation of definitive documentation based
on the Debt Commitment Letter and the satisfaction of customary conditions prior to closing.
|
|