At the closing of the recapitalization, Pulse received $75 million in cash under new Term Loan A and issued to Oaktree approximately 36.7 million shares of Pulse’s common stock and a warrant to purchase shares of a subsidiary that would terminate upon issuance of shares of a new class of Pulse non-voting preferred stock. The common stock issued to Oaktree, along with other common stock Oaktree already owned, represents approximately 49% of the outstanding common stock of Pulse. Additionally, Oaktree exchanged approximately $28.5 million it owned of the company’s $50 million in outstanding 7% senior convertible notes for new Term Loan B.
Pulse used the proceeds to repay approximately $55 million outstanding under its senior credit agreement with its existing lenders. The new capital of approximately $20 million is being used for fees and expenses associated with the transactions, working capital, and general business purposes. It also allows the company to maintain a higher level of cash on hand.
Additionally, as part of the initial phase of the recapitalization, at a special meeting on January 21, 2013, shareholders approved amendments to the company’s articles of incorporation to authorize the issuance of non-voting preferred stock, and Oaktree was subsequently issued 1,000 shares of a new Series A Preferred Stock. The new Pulse preferred stock will automatically convert into additional shares of Pulse common stock upon discharge of the company’s 7% senior convertible notes, and Oaktree would then hold approximately 64.38% of the common equity of Pulse (on a pro forma fully diluted basis as of November 20, 2012, and without giving effect to shares of common stock and warrants previously owned by Oaktree). Upon issuance of the preferred stock, the subsidiary warrant issued to Oaktree at closing was terminated.
Following the closing of the initial phase, Oaktree and Pulse have worked closely to ensure that the entirety of the recapitalization meets the strategic and operational needs of the company. To eliminate any possible concern that a risk event could threaten the company’s ability to meet its commitments to customers and vendors, Oaktree and the company entered into a letter agreement, which includes an incremental term loan commitment of $23.0 million upon which the company may draw if its common stock is delisted from the NYSE and the holders of its senior convertible notes require the company to repurchase these notes. Terms of the incremental term loan will be identical to those of the Term A Loan. Additionally, Oaktree agreed to forbear if the company fails to satisfy certain financial covenants of the loans, including leverage and minimum liquidity restrictions, through 2013. In consideration for the forbearance and additional commitment, the company has agreed to adjust the conversion ratio for the preferred stock held by Oaktree such that the total common stock issued to Oaktree upon conversion of the preferred stock will equal approximately 67.9% of our total common stock (on a pro forma fully diluted basis as of November 20, 2012, and without giving effect to shares of common stock and warrants previously owned by Oaktree).
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