the Series B1 Preferred Stock will rank senior to the Series B Preferred Stock upon liquidation and in the right to receive dividends.
2.
Do nothing and keep the 1,000 shares you currently own.
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Is this exchange offer available for retail and institutional investors?
Yes, any type of investor can participate.
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How many shares of Common Stock and Series B Preferred Stock are sought to be exchanged in the Offer? Is it a condition to the Offer?
We are offering to exchange up to 100,000,000 shares of our Common Stock, representing approximately 20.6% of our shares of Common Stock outstanding as of April 15, 2022. We are also offering to exchange all of our outstanding shares of Series B Preferred Stock.
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Why is the Company making the Offer?
On March 10, 2022, the Company’s prior exchange offer in which it offered to exchange Common Stock for Series B Preferred Stock expired and all validly tendered shares of Common Stock were accepted for exchange (the “Prior Exchange Offer”). Although the Company had sought 100,000,000 shares of Common Stock in the Prior Exchange Offer only 18,006,560 shares were validly tendered.
In conducting the Prior Exchange Offer, the Company believed that the then current price for the Common Stock did not reflect the intrinsic value of the Company. In connection with the announcement of its earnings for the third quarter of 2019, the Company announced a ‘debt reduction and liquidity improvement initiative’, whose goal was the increase of the Company’s liquidity by $125 to $150 million and the reduction of debt by $150 to $200 million in the subsequent two years. The purpose of the initiative was to position the Company for long-term success and increased shareholder value.
As of December 31, 2021, the Company had:
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Raised $407 million of gross equity capital in 2021;
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Reduced total long-term debt by $454 million in 2021;
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Settled the appraisal action; and
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Announced that it was on-track to exceed the free cash flow improvement of $50 million per annum in 2022.
Between December 31, 2021 and the date of this Offer, the Company:
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Amended its previously reported debt facility from B. Riley Commercial Capital, LLC (“B. Riley”) to include automatic maturity extensions for a revolving credit facility, which substantially reduces the Company’s 2023 debt maturities (with the B. Riley facility having a current balance of approximately $72 million), and provides for additional liquidity of up to $50 million, increasing flexibility of the Company’s capital structure; and
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Closed a Revolving Loan Exchange and Prepayment Agreement with the financial institutions acting as revolving lenders under its First Lien Credit Agreement dated as of July 12, 2017, with all of the amounts outstanding under the Company’s revolving facility being prepaid with $50 million of cash and the remainder exchanged for $50 million of 11.500% First-Priority Senior Secured Notes due 2026; as a result, there are no further senior debt maturities in 2022.
The Company believes that the current price for the Common Stock does not reflect these accomplishments or the intrinsic value of the Company. The Company is making the Common Stock Offer to enable stockholders interested in becoming long term shareholders to earn a dividend while preserving their rights to participate in the growth of the value of the Common Stock in excess of the Conversion Price. In an effort to encourage additional holders of Common Stock to exchange their shares of common stock in the Common Stock Offer, the Company is creating a new class of preferred stock, the Series B1 Preferred Stock, which votes on an as-if-converted basis, provides the Company with the option to pay dividends in Common Stock and is senior to the Series B Preferred Stock. In addition, in order to increase the likelihood