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CUSIP No. 747906501 | | Page 4 of 8 Pages |
On June 16, 2020, the Company entered into an amendment to the 2018 Term Loan Credit Agreement, pursuant to which, among other things, the Company issued to the lenders thereunder warrants (the “2020 Warrants,” and together with the 2018 Warrants, the “Warrants”) to purchase an aggregate of 3,400,000 shares of the Company’s Common Stock at an exercise price of $3.00 per share (the “2020 Warrant Shares”), exercisable until June 16, 2030, of which warrants to purchase 2,060,606 of the 2020 Warrant Shares were issued to OC II.
On August 5, 2021, the Company, Quantum LTO and Square Box Systems Limited, a company incorporated in England and Wales and a wholly-owned direct subsidiary of the Company, entered into a senior secured term loan facility (the “2021 Term Loan Facility”) providing for a senior secured term loan of $100.0 million, the proceeds of which were used by the Company to repay all amounts outstanding under the 2018 Term Loan Credit Agreement together with related fees and costs, resulting in the termination of the 2018 Term Loan Credit Agreement. Certain of the PIMCO Entities are lenders under the 2021 Term Loan Facility.
The working capital of the PIMCO Entities was the source of funds for the provision of the loans to the Company under the 2018 Term Loan Credit Agreement, pursuant to which the Warrants were issued to OC II, and the 2021 Term Loan Facility. The working capital of the PIMCO Entities will be the source of funds for any cash outlay to finance the exercise price to be paid upon exercise of the Warrants.
On March 16, 2022, the Company entered into an Investment Commitment Agreement (the “Investment Commitment Agreement”) with OC II, OC III and certain other existing security holders of the Company (collectively, the “Committed Purchasers”), in connection with a contemplated rights offering by the Company of approximately 30 million shares of Common Stock at a price of $2.25 per share (the “Rights Offering”). Pursuant to the Investment Commitment Agreement, the Committed Purchasers have agreed to exercise their basic subscription rights in the Rights Offering in full, and certain of the Committed Purchasers, including OC II and OC III, have further agreed to exercise over-subscription rights for the unsubscribed portion of the basic subscription rights, up to an aggregate of approximately $53.5 million in the Rights Offering for all such Committed Purchasers, subject to the terms of the Investment Commitment Agreement, including certain ownership limitations, of which OC II and OC III have committed to purchase, in the aggregate, up to 12,672,459 shares.
The working capital of the PIMCO Entities will be the source of funds for the purchase of shares of Common Stock in the Rights Offering.
Item 4. Purpose of Transaction.
The information set forth or incorporated in Items 3 and 6 is incorporated herein by reference.
The acquisition by PIMCO of the Warrants was, and the acquisition by PIMCO of shares of Common Stock in the Rights Offering will be, for investment purposes.
The Reporting Person may acquire additional shares of Common Stock and other securities of the Issuer from time to time or may dispose of any or all of such shares or other securities held by it at any time. The Reporting Person intends to evaluate on an ongoing basis its investment in the Issuer and its options with respect to such investment.
Except as set forth herein, the Reporting Person has no plans or proposals relating to any matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any. Depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, the Reporting Person may, in its sole discretion, purchase additional shares of Common Stock, or other securities convertible into or exchangeable for shares of Common Stock, or dispose of shares of Common Stock from time to time in the open market, in privately negotiated transactions or otherwise, subject to market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference.
The securities reported in this Schedule 13D are held by investment advisory clients or discretionary accounts of which PIMCO is the investment adviser, as described in Item 2. When an investment management contract (including a sub-advisory agreement) delegates to PIMCO investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, PIMCO considers the agreement to grant it sole investment discretion or