SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On August 9, 2019, the Company announced it has entered into separate, privately negotiated exchange agreements (the Exchange Agreements) with a limited number of holders of the Company’s Convertible Notes. Pursuant to the Exchange Agreements, the Company will exchange approximately $200 million aggregate principal amount of the Convertible Notes for a combination of (a) its new $120 million aggregate principal amount of 5.00% Convertible Senior Notes due August 15, 2024 (the New Convertible Notes), (b) an aggregate cash payment of approximately $30 million, and (c) an aggregate of approximately 15.8 million shares of the Company’s common stock. The Exchange Agreements are subject to customary closing conditions. The shares of the Company’s common stock and the New Convertible Notes will be issued in private placements exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The Company will not receive any cash proceeds from the issuance of the New Convertible Notes or the shares of its common stock.

The Company also entered into a Fifth Amendment to the Note Purchase Agreement (the Amendment) with respect to the Senior Notes to facilitate the Exchange Agreements. Pursuant to the Amendment, the Company may use up to $30 million to make certain investments or payments, including in connection with the exchange described above. The Amendment also modifies certain other provisions of the Note Purchase Agreement and includes a $4.4 million exit fee due upon the earlier of the maturity date or date of full repayment of the Senior Notes.