| Item 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby supplemented as follows:
On June 21, 2023, the Funds and other stockholders (the “Sellers”) entered into that certain Underwriting Agreement (the “Underwriting Agreement”) with the Issuer and BofA Securities, Inc., J.P. Morgan Securities LLC and Evercore Group L.L.C. acting as the lead underwriters (the “Underwriters”), pursuant to which the Sellers agreed to sell to the Underwriters an aggregate of 1,300,000 Shares at price per share of $95.00 (the “Offering”). As part of the Offering, the Sellers also granted the Underwriters a 30-day option (the “Option”) to purchase up to an aggregate of 195,000 additional Shares. The Underwriters exercised the Option in full on June 22, 2023. In addition, the Issuer repurchased from certain Sellers an aggregate of 263,158 Shares at a per share price equal to the public per share Offering price as part of the Concurrent Repurchase. The Offering, including the Concurrent Repurchase, closed on June 26, 2023.
Other than as described above, the Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is hereby supplemented to add the following as exhibits:
| (a) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons currently beneficially own 8,863,695Shares, consisting of (a) 7,167,766 Shares plus (b) 1,695,929 Shares issuable upon the exercise of 23,743 shares of Preferred Stock. These amounts do not include up to 24,412 Reserved Shares, which amounts may be received at a later date as a distribution in connection with the Plan. |
As reported in the Company’s final prospectus supplement dated June 21, 2023, as filed with the SEC on June 23, 2023, as of June 14, 2023, there were 18,514,847 shares of Common Stock and 51,108 shares of Preferred Stock issued and outstanding (which shares of Preferred Stock vote together on an as-converted basis with the Common Stock as a single class). Percent ownership calculations in this Schedule 13D are calculated by using a denominator of (a) 18,251,689 shares of the Issuer’s common stock outstanding after giving effect to the Concurrent Repurchase plus (b) 1,695,929 shares of common stock issuable upon the conversion of the 23,743 shares of Preferred Stock beneficially owned by the Reporting Persons. Assuming conversion of all outstanding shares of the Issuer’s Preferred Stock, the Reporting Persons beneficially own approximately 40.5% of the outstanding voting securities of the Issuer (including in the denominator all 3,650,571 shares of common stock issuable upon the conversion of the Preferred Stock outstanding).
| (b) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 is hereby supplemented to add the following as exhibits:
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| Exhibit 1 | | Joint Filing Agreement, dated as of June 28, 2023, by and among the Reporting Persons. |
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| Exhibit 2 | | Underwriting Agreement, dated as of June 21, 2023, by and among The Mainstay Mackay High Yield Corporate Bond Fund, The Mainstay VP High Yield, Corporate Bond Portfolio, Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P. by SPCP Offshore IV, Inc. as its designated affiliate, Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P. by DOF Offshore III, Inc. as its designated affiliate, Silver Point Distressed Opportunity |
