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Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent events

Note 10 – Subsequent events

 

On July 2, 2024, the Company and the Debenture holders amended the terms of the Debentures to provide that the Debentures will mature on January 10, 2025, unless earlier converted, redeemed or repurchased; provided, however, that if the parties enter into an agreement to exchange the Debentures for newly issued common stock of the Company, as contemplated by the TSA, the maturity date would be extended automatically to July 10, 2025. Notwithstanding the foregoing, if the TSA is terminated in accordance with its terms, the Debenture maturity date shall automatically be changed to the date that is 195 calendar days after the day of such termination.

On July 3, 2024, the Company entered into a Transaction Support Agreement (including the exhibits, term sheets, and schedules thereto, the "TSA") with its Debenture holders, Initial Term Loans and Revolving Credit Loans lenders, and certain equity holders. The TSA contemplates a series of transactions that, upon the satisfaction of applicable conditions to closing, will effectuate a financial restructuring of the Company’s capital structure and reduce the Company’s indebtedness. As contemplated by the TSA, the Company and the Debenture holders entered into an Exchange Agreement pursuant to which the Debenture holders agreed to exchange the Debentures for an aggregate number of new shares of the Company’s common stock representing 96% of the Company's Fully-Diluted Shares (as defined in the Exchange Agreement) following closing of the contemplated transactions. The consummation of the transactions contemplated by the TSA and the Exchange Agreement is subject to the satisfaction or waiver of conditions set forth in the TSA and Exchange Agreement including, among other things, stockholder approval of an amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation, as amended.

In addition, the TSA and the Exchange Agreement provide for the following, effective as of the closing of the contemplated transactions:

The amendment of the Amended 2021 Credit Agreement on the terms set forth in the applicable term sheet attached to the TSA, including to extend the maturity of the term loans under the Credit Agreement to August 9, 2027.
The entry into a Second Lien Credit Agreement by the Company and the other guarantors party thereto and the Debenture holders, providing for a $50 million term loan to the Company on the terms set forth in the applicable term sheet attached to the TSA, with the proceeds of the Second Lien Credit Agreement utilized to fund transaction costs and repay a portion of the obligations outstanding under the Amended 2021 Credit Agreement.
The entry into a Mutual Release Agreement by and among the Company and the parties to the TSA.
The adoption of a management incentive plan on the terms set forth in the TSA pursuant to which the Company will reserve exclusively for issuance to management employees a pool of shares of common stock of the Company.
Certain changes to the Company’s corporate governance arrangements in addition to the amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation, as amended in the form of the New Certificate; the amendment and restatement of the Company’s Amended and Restated Bylaws and the entry into a Stockholders Agreement by and among the Company and certain stockholders of the Company.
Termination of the Company’s existing Stockholders Agreement and Registration Rights Agreement.