PIPE TRANSACTION | 3 Months Ended |
Mar. 31, 2015 |
Equity and Temporary Equity Disclosure [Abstract] | |
PIPE Transaction | PIPE TRANSACTION |
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Securities Purchase Agreement |
On March 9, 2015, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Partners II, L.P., a Delaware limited partnership, and Blackwell Partners, LLC, Series A, a Georgia limited liability company (collectively, the “PIPE Investors”), affiliates of Coliseum Capital Management, LLC, a Delaware limited liability company (“Coliseum”). Pursuant to the terms of the Purchase Agreement, the Company issued and sold to the PIPE Investors in a private placement (the “PIPE Transaction”) an aggregate of (a) 625,000 shares of Series A Preferred Stock at a purchase price per share of $100.00, (b) 1,800,000 Class A Warrants, and (c) 1,800,000 Class B Warrants, for gross proceeds of $62.5 million. The initial conversion price for the Series A Preferred Stock is $5.17. Pursuant to the Warrant Addendum with the PIPE Investors, the PIPE Investors paid the Company $483,559 in the aggregate, and the per share exercise price of the Class A Warrants and Class B Warrants was set at $5.17 and $6.45, respectively, reduced from $5.295 to $5.17 and from $6.595 to $6.45, respectively. At the 2015 Annual Meeting to be held on May 11, 2015, the Company intends to seek stockholder approval in connection with the PIPE Transaction whereby the holders of the Company’s Common Stock (“Common Stockholders”) determine, among other things, whether to remove certain conversion and voting restrictions affecting the Series A Preferred Stock and exercise restrictions affecting the 2015 Warrants (“Stockholder Approval”). |
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The Purchase Agreement contains customary representations, warranties and covenants, including covenants relating to, among other things, information rights, the Company’s financial reporting, tax matters, listing compliance under the NASDAQ Global Market, Stockholder Approval, use of proceeds, and potential requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended to make a notice filing with respect to the exercise of the 2015 Warrants. |
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Additionally, under the Purchase Agreement, the Company agreed that it will use at least 75% of the net proceeds from the PIPE Transaction for the repayment of outstanding indebtedness. As of March 31, 2015, the Company had repaid approximately $45.3 million of the Revolving Credit Facility indebtedness and accrued interest from those proceeds. |
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The PIPE Transaction is the subject of a putative securities class action lawsuit (see Note 11 - Commitments and Contingencies). |
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The proceeds from the Purchase Agreement were allocated among the instruments based on their relative fair values as follows (in thousands): |
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| Relative Fair Value Allocation |
Financial instruments: | 9-Mar-15 |
Series A Preferred Stock 1 | $ | 59,355 | |
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2015 Warrants 2 | 3,145 | |
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Total Investment | $ | 62,500 | |
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1 The fair value of the Series A Preferred Stock was determined using a binomial lattice model using the following assumptions: volatility of 55%, risk-free rate of 0.92%, and a dividend rate of 11.5%. The model also utilized various assumptions about the time to maturity and conditions under which conversion features would be exercised. |
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2 The fair value of the 2015 Warrants was determined using the Black Scholes model using the following assumptions: volatility of 55%, risk-free rate of 0.92%, and stated exercise prices. The model also utilized various assumptions about the time to maturity and conditions under which exercise would occur. |
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Series A Convertible Preferred Stock |
In connection with the PIPE Transaction, the Company authorized 825,000 shares and issued 625,000 shares of Series A Preferred Stock at $100.00 per share. |
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The Series A Preferred Stock may, at the option of the holder, be converted into Common Stock after the first occurrence of a vote seeking Stockholder Approval to remove the Conversion Cap (as defined below) for the Series A Preferred Stock. Until Stockholder Approval is obtained, the Series A Preferred Stock beneficially owned by a holder and its affiliates may not be converted to the extent that, after giving effect to the conversion, the holder would beneficially own, in the aggregate, in excess of 19.99% of the shares of common stock outstanding immediately after the conversion (the “Conversion Cap”). The conversion rate in effect at any applicable time for conversion of each share of Series A Preferred Stock into common stock will be the quotient obtained by dividing the Liquidation Preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial conversion price for the Series A Preferred Stock is $5.17, but is subject to adjustment from time to time upon the occurrence of certain events, including in the event of a stock split, a reverse stock split, or a dividend of Junior Securities (defined below) to the Company’s common stockholders. |
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Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a Liquidation Event), after satisfaction of all liabilities and obligations to creditors of the Company and distribution of any assets of the Company to the holders of any stock or debt that is senior to the Series A Preferred Stock, and before any distribution or payment shall be made to holders of any Junior Securities, each holder of Series A Preferred Stock will be entitled to (i) convert their shares of Series A Preferred Stock into Common Stock and receive their pro rata share of consideration distributed to the holders of Common Stock, or (ii)receive, out of the assets of the Company or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of Series A Preferred Stock equal to the Liquidation Preference. The Liquidation Preference is equal to $100.00 per share which may be adjusted from time to time by the accrual of non-cash dividends. However, if, at any applicable date of determination of the liquidation preference, (i) any cash dividend has been declared but is unpaid or (ii) the Company has given notice (or failed to give such notice) of its intention to pay a cash dividend but such cash dividend has not yet been declared by the Company’s board of directors (the “Board”), then such cash dividends shall be deemed, for purposes of calculating the applicable liquidation preference, to be Accrued Dividends. Accrued Dividends are paid upon the occurrence of a Liquidation Event and upon conversion or redemption of the Series A Preferred Stock. |
The Company may pay a noncumulative cash dividend on each share of the Series A Preferred Stock when, as and if declared by the Board at a rate of 8.5% per annum on the liquidation preference then in effect. Cash dividends, if declared, are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on the first calendar day of the first July or October following the date of original issuance of the Series A Preferred Stock. If declared, cash dividends will begin to accrue on the first day of the applicable dividend period. In the event the Company does not declare and pay a cash dividend, the liquidation preference of the Series A Preferred Stock will be increased to an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then applicable liquidation preference multiplied by 11.5% per annum. If the Company pays a dividend or makes a distribution on the outstanding Common Stock (other than in Junior Securities, as defined below), the Company must, at the same time, pay each holder of the Series A Preferred Stock a dividend equal to the dividend the holder would have received if all of the holder’s shares of Series A Preferred Stock (without regard to any restrictions on conversion) were converted into Common Stock immediately prior to the record date for the dividend payment (“Participating Dividend”). The Company would not be required to pay the Participating Dividend if the Company dividend or distribution was in Common Stock, a security ranking equal to or junior to Common Stock, or a security convertible into Common Stock or a security ranking equal to or junior to Common Stock (“Junior Securities”). Instead, where the Company makes a dividend or distribution of a Junior Security, the holder of Series A Preferred Stock is entitled to anti-dilution protection in the form of an adjustment to the conversion price of the Series A Preferred Stock. |
The Company is required to use commercially reasonable efforts to obtain Stockholder Approval in connection with the PIPE Transaction on or before September 30, 2015. If Stockholder Approval is not obtained by September 30, 2015, the dividend rate with respect to cash dividends on each share of Series A Preferred Stock will automatically increase to 13.5% per annum, and the Accrued Dividend rate will automatically increase to 16.5% per annum, in each case, commencing with the October 1, 2015 Accrued Dividend. Unless and until the Company obtains the required consent and/or amendment from the Company’s lenders under the Company’s Senior Credit Facilities (as defined below), the Company will not be permitted to pay cash dividends. |
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From and after the tenth anniversary of the original issuance of the Series A Preferred Stock, each holder of shares of Series A Preferred Stock will have the right to request that the Company redeem, in full, out of funds legally available, by irrevocable written notice to the Company, all of such holder’s shares of Series A Preferred Stock at a redemption price per share equal to the Liquidation Preference then in effect per share of Series A Preferred Stock. From and after the tenth anniversary of the original issuance of the Series A Preferred Stock, the Company may redeem the outstanding Series A Preferred Stock, in whole or in part, at a price per share equal to the Liquidation Preference then in effect. |
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The Series A Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding up or dissolution, rank senior to the Company’s Common Stock and each other class or series of shares that the Company may issue in the future that do not expressly provide that such class or series ranks equally with, or senior to, the Series A Preferred Stock, with respect to dividend rights and/or rights upon liquidation, winding up or dissolution. The Series A Preferred Stock will also rank junior to the Company’s existing and future indebtedness. With the exception of the Stockholder Approval, holders of shares of Series A Preferred Stock will be entitled to vote with the holders of shares of common stock (and any other class or series similarly entitled to vote with the holders of common stock) and not as a separate class, at any annual or special meeting of stockholders of the Company, and may act by written consent in the same manner as the holders of common stock, on an as-converted basis. Prior to the receipt of Stockholder Approval, however, the Series A Preferred Stock beneficially owned by a holder, or any of its affiliates may only be voted to an extent as not to exceed 19.99% of the aggregate voting power of all of the Company’s voting stock outstanding who may vote with respect to any proposal (the “Voting Cap”). So long as shares of the Series A Preferred Stock represent at least five percent (5%) of the outstanding voting stock of the Company, a majority of the voting power of the Series A Preferred Stock shall have the right to designate one (1) member to the Company’s Board who shall be appointed to a minimum of two (2) committees of the board. |
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The following sets forth the carrying value of the Series A Preferred Stock which is classified as temporary equity (mezzanine equity) on the Consolidated Balance Sheet (in thousands): |
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| Carrying Value |
Series A Preferred Stock: | 9-Mar-15 |
Issuance date liquidation preference | $ | 62,500 | |
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Discount related to warrant value 1 | (3,145 | ) |
Discount related to beneficial conversion feature 2 | (3,145 | ) |
Discount related to issuance costs 3 | (3,830 | ) |
Initial carrying value of Series A Preferred Stock | $ | 52,380 | |
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1 The discount related to the 2015 Warrants represents the difference between the redemption value of the Series A Preferred Stock and its allocated proceeds. The discount is accreted over the period from issuance to first available redemption and are presented as a deemed dividend on the Statement of Operations. |
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2 The value assigned to the Beneficial Conversion Feature (BCF) reflects the difference between the initial fair value assigned to the Series A Preferred Stock and the conversion value. The BCF value is accreted over the period from issuance date to first date conversion to common shares may take place and is presented as a deemed dividend on the Statement of Operations. |
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3 The Company incurred issuance costs of $4.0 million associated with the PIPE Transaction. The issuance costs were allocated to the Series A Preferred Stock and 2015 Warrants based on the relative fair value of each instrument or $3.8 million and $0.2 million, respectively. The issuance costs are accreted over the period from issuance to first available redemption and are presented as a deemed dividend on the Statement of Operations. |
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During the quarter ended March 31, 2015, the following values were accreted as described above and recorded as a reduction of additional paid in capital in Stockholders’ Equity and a deemed dividend on the Statement of Operations. In addition, dividends were accrued at 11.5% from the date of issuance to March 31, 2015. The following table sets forth the activity recorded in the quarter ended March 31, 2015 related to the Series A Preferred Stock (in thousands). |
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Series A Preferred Stock carrying value at issuance | $ | 52,380 | |
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Accretion of discount related to issuance costs | 23 | |
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Accretion of discount related to warrant value | 19 | |
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Accretion of discount related to beneficial conversion feature | 1,123 | |
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Dividends recorded for March 2015 1 | 453 | |
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Series A Preferred Stock carrying value March 31, 2015 | $ | 53,998 | |
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1 Dividends recorded reflect the increase in the Liquidation Preference associated with unpaid dividends. |
2015 Warrants |
In connection with the PIPE Transaction, the Company issued 1,800,000 Class A Warrants and 1,800,000 Class B Warrants which may be exercised to acquire shares of Common Stock. The rights and terms of the Class A Warrants and the Class B Warrants are identical except for the exercise price. Pursuant to the Warrant Addendum, the PIPE Investors paid the Company $483,559 in the aggregate, and the per share exercise price of the Class A Warrants and Class B Warrants was set at $5.17 and $6.45, respectively, reduced from $5.295 to $5.17 and from $6.595 to $6.45, respectively. As noted above, the Class A Warrants and the Class B Warrants are collectively referred to as the “2015 Warrants”. |
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The 2015 Warrants are exercisable for a ten year term and may only be exercised for cash. The number of shares of Common Stock that may be acquired upon exercise of the 2015 Warrants is subject to anti-dilution adjustments for stock splits, subdivisions, reclassifications or combinations, or the issuance of Common Stock for a consideration per share less than 85% of the market price per share immediately prior to such issuance. Upon the occurrence of certain business combinations the 2015 Warrants will be converted into the right to acquire shares of stock or other securities or property (including cash) of the successor entity. |
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The 2015 Warrants are not exercisable until the earlier of (i) September 9, 2015, or (ii) the date Stockholder Approval is received. If Stockholder Approval is not obtained at the 2015 Annual Meeting, no 2015 Warrants may be exercised until September 9, 2015, and, subsequent to September 9, 2015, the 2015 Warrants may be exercised only in accordance with the Conversion Cap (as further described for the 2015 Warrants below). Until Stockholder Approval is obtained, the 2015 Warrants may not be exercised if such exercise would cause the holder together with its affiliates to beneficially own in the aggregate greater than 19.99% of the Company’s Common Stock after giving effect to the exercise. If the 2015 Annual Meeting is postponed or delayed and Stockholder Approval is not sought prior to September 9, 2015, then the 2015 Warrants are not exercisable until the first vote of the stockholders to occur after September 9, 2015. |
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The following sets forth the carrying value of the 2015 Warrants which is classified as equity on the Consolidated Balance Sheet (in thousands): |
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| Carrying Value |
2015 Warrants | 9-Mar-15 |
Fair value allocated to 2015 Warrants | $ | 3,145 | |
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Discount related to issuance costs 1 | (203 | ) |
Carrying value of 2015 Warrants | $ | 2,942 | |
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1 The Company incurred issuance costs of $4.0 million associated with the PIPE Transaction. The issuance costs were allocated to the Series A Preferred Stock and 2015 Warrants based on the relative fair value of each instrument or $3.8 million and $0.2 million, respectively. |
Registration Rights Agreement |
The Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the PIPE Investors that will, among other things and subject to certain exceptions, require the Company, upon the request of the holders of the Series A Preferred Stock to register the common stock of the Company issuable upon conversion of the Series A Preferred Stock or exercise of the 2015 Warrants. Pursuant to the terms of the Registration Rights Agreement, these registration rights will not become effective until one year after the closing date of the PIPE Transaction and the costs incurred in connection with such registrations will be borne by the Company. |