In July 2021, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with LSB Funding (the “Holder”), an affiliate of Eldridge Industries, LLC and other affiliates (together “Eldridge”), which Exchange Agreement was voted on and approved by our stockholders at the Special Meeting as discussed in Note 1. Pursuant to the terms of the Exchange Agreement, the Holder would exchange all of the shares of the Series E and Series F Redeemable Preferred into our common stock based on the liquidation preference (“Liquidation Preference”), at the time of the exchange, and an exchange price of $6.16, which is equal to the 30-day volume weighted average price as of the date of the Exchange Agreement. The Liquidation Preference primarily consists of $1,000 per share of Series E Redeemable Preferred plus accrued and unpaid dividends and the participation rights value.

On September 27, 2021, the closing of the Exchange Agreement occurred, and the Exchange Transaction was consummated. Pursuant to the terms of the Exchange Agreement, the Holder exchanged all of the shares of the Series E and Series F Redeemable Preferred for approximately 49.1 million shares of our common stock.

The total fair value of the approximately 49.1 million shares of common stock issued was approximately $531.1 million (based on the average per share price on the date of closing). The fair value of the common stock issued was in excess of the Series E and Series F Redeemable Preferred carrying amount, net of the bifurcated embedded derivative and unamortized issuance costs, by approximately $231.8 million and is treated as a deemed dividend. Because we were in an accumulated deficit position on the closing date, the deemed dividend was charged to capital in excess of par value.

Changes in our Series E and Series F Redeemable Preferred (including the bifurcated embedded derivative discussed in Note 7) are as follows:

	Series E Redeemable Preferred									Series F Redeemable Preferred
	Redeemable preferred stocks						Accrued Liability-Embedded Derivative			Redeemable preferred stocks
	Shares			Amount			Amount			Shares			Amount
	(Dollars In Thousands)
Balance at December 31, 2020		139,768		$	272,101		$	1,029			1		$	—
Accretion relating to liquidation preference on preferred stock					814									—
Accretion for discount and issuance costs on preferred stock					709									—
Accumulated dividends					29,914									—
Change in fair value of embedded derivative								2,258						—
Costs relating to exchange transaction					(7,497	)
Exchange of preferred stock for common stock		(139,768	)		(296,041	)		(3,287	)		(1	)		—
Balance at September 30, 2021		—		$	—		$	—			—		$	—

As the result of the Exchange Transaction discussed above, Eldridge held over 60% of our outstanding shares of common stock on the closing date. As a result, a change of control (“CoC”) event occurred as defined in certain agreements, including the following:

Pursuant to the terms of the performance-based awards outstanding as of the CoC event, approximately 300,000 shares of restricted stock were issued including the satisfaction of certain performance conditions above the target performance level. Such restricted stock is subject to the time-based vesting conditions set forth in the applicable award agreement and the 2016 Long Term Incentive Plan. Due to the issuance of the restricted stock, we recognized an additional $1.7 million of stock-based compensation (classified as SG&A).

Pursuant to the terms of the cash-based awards outstanding as of the CoC event, all such awards immediately vested. As a result of the vesting, we recognized an additional $2.0 million expense, of which $0.7 million is classified as cost of sales and $1.3 million is classified as SG&A. At September 30, 2021 and December 31, 2020, our liability for these cash-based awards was approximately $5.4 million and $0.4 million, respectively.