“We welcome the new members designated by Oaktree to our board of directors,” said Mr. Faison. “Oaktree’s representation provides a direct linkage between the company and its largest shareholder, and we look forward to the expertise they will bring to the pursuit of the company’s objectives.”
The company also reported that it expects its fourth quarter revenue and non-GAAP operating profit results to be consistent with the outlook provided in November 2013, subject to normal year-end audit and related activities currently in process.
The Exchange Transactions
The company reached individual agreements with the holders of over 90% of its 7% convertible senior notes through independent negotiations. The company believes the pursuit of separate agreements allowed for greater flexibility in the types of consideration offered and a higher likelihood of success than could have been achieved through a single public exchange offer. In aggregate, the company will issue approximately $14.9 million of new debt under its existing Term B Loan and 1.1 million shares of its common stock and pay $2.1 million in cash for approximately $20.7 million of the outstanding $22.3 million of convertible senior notes.
The new Term B Loans will have the same terms as the Term B Loans issued in the company’s refinancing transaction with Oaktree in November 2012. The interest rate is 10% per annum and, at the company’s election, is payable-in-kind through November 20, 2015. The Term B Loans mature on November 20, 2017, and are secured by a first priority lien on the shares and assets of certain domestic and international subsidiaries. It is non-amortizing and may be prepaid without any penalty; however the Term B Loans may not be repaid until the existing Term A Loans issued in the 2012 refinancing are paid in full.
In connection with the exchange transactions, Oaktree has agreed, among other things, to modifications of certain financial covenants of the secured term loans through maturity, which the company believes will allow greater flexibility to execute its long-term strategy. In consideration for such covenant modification and other amendments and waivers to the credit agreement, the company will pay Oaktree an amendment payment of 1.5% of amounts outstanding under the facility prior to the exchange transactions, which will be capitalized and added to the principal of the outstanding Term A Loans and Term B Loans held by Oaktree on a pro rata basis.