Page 6 of 9 – SEC Filing
The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 50,703,587 shares of Common Stock outstanding as of March 2, 2017, as reported in the Issuers Annual Report on Form 10-K, filed with the Commission on March 16, 2017.
(b) By virtue of their control of the Sponsor, the other Reporting Persons share the power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the 7,723,665 shares of Common Stock beneficially owned by the Sponsor.
Item 5(c) is hereby amended as follows:
(c) On April 4, 2017, the Sponsor transferred 3,000,000 Private Placement Warrants to R&H, pursuant to the Agreement (as defined below).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended as follows:
Agreement
On April 4, 2017, the Sponsor, Avenue Capital Management II, L.P. (Avenue), Lasry, the Issuer, TDCC, R&C and certain other individuals entered into an Agreement (the Agreement).
Pursuant to the Agreement, Avenue or one or more of its affiliates agreed to provide a credit facility to the Issuer providing for loans of up to $50 million in the aggregate for use by the Issuer and its subsidiaries to consummate one or more acquisitions of any persons, business units, intellectual property or technology approved by Avenue prior to December 31, 2019, which approval may be provided or withheld by Avenue in its sole and absolute discretion. TDCC provided a commitment to provide loans to the Issuer of up to $50 million in the aggregate on the same terms and conditions as the commitment provided by Avenue. If both Avenue and TDCC approve the making of a loan under their respective credit facilities with respect to any approved acquisition, the terms and conditions of each such loan provided by Avenue or TDCC shall be identical to those of the loan provided by the other such party in all material respects, including the amounts loaned to the Issuer.
The Sponsor also agreed pursuant to the Agreement to transfer to R&H 3,000,000 Private Placement Warrants and the parties to the Agreement agreed to waive any and all transfer restrictions applicable to such transfer. The parties to the Agreement also agreed to waive any and all restrictions on the transfer of Common Stock and Private Placement Warrants to the extent necessary to permit the Sponsor to distribute or otherwise transfer shares of Common Stock or Private Placement Warrants to any member of the Sponsor.
The Sponsor, Avenue, Lasry and certain other parties to the Agreement agreed, subject to certain exceptions, to release TDCC and its affiliates (including R&H) from, and not to sue TDCC and its affiliates for, any claims relating to the Purchase Agreement and any other agreement entered into in connection therewith, and any and all transactions contemplated thereunder or in connection therewith. TDCC and its affiliates agreed to corresponding releases and covenants not to sue in favor of the Sponsor, Avenue, Lasry and their respective affiliates.
The Sponsor and Avenue further agreed that, for a period of three years from the date of the Agreement, none of their or their subsidiaries or affiliates respective directors, officers or senior executives would disparage, criticize or ridicule any of the Sponsor Holders (as such term is defined in the Agreement), and the Sponsor Holders agreed to a corresponding non-disparagement covenant in favor of the Sponsor and Avenue.
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