Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Purchase and Exchange Agreement, the Indenture, the Notes (including the
Additional Notes) and the Registration Rights Agreements are each described in
Item 5 of the Company's Quarterly Report on Form 10-Q filed with the
The foregoing summary of the Notes (including the Additional Notes), the
Indenture, the Purchase and Exchange Agreement and the Registration Rights
Agreements does not purport to be complete and is subject to, and is qualified
in its entirety by, the full text of the Indenture and form of Notes, the
Purchase and Exchange Agreement and the Registration Rights Agreements, copies
of which the Company plans to file as exhibits to its Quarterly Report on Form
10-Q for the three months ending
Certain of the Note investors and their respective affiliates are affiliated with a member of the Company's board of directors, may hold positions in the Company's other loans or securities and have provided certain capital for the Company and its affiliates in the ordinary course of their business in the past and may do so in the future, for which they have received and may continue to receive certain fees and commissions.
Item 3.02. Unregistered Sale of
The information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Additional Notes to the Note investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the safe harbor provided by Rule 506(c) of Regulation D promulgated thereunder. The Company relied on these exemptions from registration based in part on representations made by the Note investors in the Purchase and Exchange Agreement.
The shares of the Common Stock issuable upon conversion of the Additional Notes,
if any, have not been registered under the Securities Act and may not be offered
or sold in
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