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| CUSIP No. 366505105 | | | | Page 7 of 10 Pages |
| | f. | Mr. Freidheim is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Cyrus Funds received 10,220,254 shares of Common Stock pursuant to the Plan. In addition, the Cyrus Funds invested $120,604,386 to acquire 22,972,264 shares of Series A Preferred Stock. The source of funds was the Cyrus Funds’ capital available for investment. The Cyrus Funds may effect purchases of Common Stock and Series A Preferred Stock through margin accounts maintained for it with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Common Stock and Series A Preferred Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Common Stock and Series A Preferred Stock.
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the Common Stock and Series A Preferred Stock for investment purposes and as part of the Plan.
Pursuant to the terms of the Plan and the Replacement Equity Backstop Commitment Agreement dated March 9, 2021, the Company issued 22,972,264 shares of Series A Preferred Stock to the Cyrus Funds. Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of the Series A Certificate of Designation.
On April 30, 2021, the Company entered into a Series A Investor Rights Agreement (the “Investor Rights Agreement”) with the Centerbridge Investors, the Oaktree Investors and the Additional Investors (each as defined therein), setting forth the terms by which the Company agreed to provide certain rights in connection with the issuance of shares of its Series A Preferred Stock pursuant to the Plan. Pursuant to the Investor Rights Agreement, the Required Additional Investors (as defined in the Investor Rights Agreement), acting individually and not as a group, have the right to nominate one Investor Director Designee (as defined therein) for election to the board of directors of the Company (the “Board”) at each stockholder meeting of the Company. In April 2021, the Required Additional Investors designated Mr. Petry as their Investor Director Designee to be seated on May 7, 2021. The Investor Rights Agreement is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
On the same day, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Centerbridge Investors, the Oaktree Investors, and the Additional Investors (each as defined therein), setting forth the terms by which the Company agreed to provide certain registration rights with respect to its securities pursuant to its plan of reorganization. The Registration Rights Agreement is filed hereto as Exhibit 99.2 and is incorporated herein by reference.
The arrangements contemplated by the Investor Rights Agreement and Registration Rights Agreement are not intended to constitute the formation of a “group” (as defined in Section 13(d)(3) of the Exchange Act).
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons intends to review its investment in the Company on a continuing basis and, depending upon the price of and other market conditions relating to the Common Stock and Series A Preferred Stock, developments affecting the Company and other factors deemed relevant, may increase or decrease the size of its investment in the Company, exercise its right to convert it shares of Series A Preferred Stock to shares of Common Stock, or take one or more other actions that relate to or would result in any matter referred in items (a) through (j) of Item 4 of Schedule 13D, alone or with others. Additionally, the Reporting Persons may engage in discussions with other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Company, which may include, among other things, the Company’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons reserves the right to take such actions as it deems appropriate, in its discretion.
