Optional Conversion
The Series A Preferred Shares are convertible at the option of the holders thereof at any time into the Common Shares, at a conversion price (the
“Conversion Price”) of 130.0% of the Minimum Price. Pursuant to this formula, the Conversion Price is $8.32 per share, making the Series A Preferred Shares held by GPC Thames initially convertible into approximately 13,521,634
Common Shares.
Mandatory Conversion
At any time
after the public announcement of the A&R Certificate of Designations, if the volume weighted average price per Common Share is greater than 200% of the Conversion Price for twenty (20) consecutive trading days, the Company may elect to
convert all of the outstanding Series A Preferred Shares into Common Shares.
Dividends
Until September 30, 2029, holders of the Series A Preferred Shares will be entitled to a dividend (the “Dividend”) at a rate of 7.0% per
annum of the Liquidation Preference (as defined in the A&R Certificate of Designations), payable in cash, in-kind in common shares or in Series A Preferred Shares, at the Company’s election. On
October 1, 2029, and each five-year anniversary thereafter, the Dividend rate will reset to a rate equal to the five-year U.S. treasury rate plus 5.2%, up to a maximum Dividend rate of 8.0%. Dividends accrue quarterly and are payable on
March 31, June 30, September 30 and December 31 of each year.
The foregoing description of the A&R Certificate of Designations
does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Certificate of Designations, a copy of which is attached hereto as exhibit 99.5 and incorporated herein by reference.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) GPC Thames is the direct holder of (i) 5,859,375 Common Shares and (ii) 112,500 Series A Preferred Shares, which are currently convertible into
13,521,634 Common Shares, representing approximately 32.8% of the outstanding Common Shares in the aggregate as calculated pursuant to Rule 13d-3 of the Exchange Act.
Pursuant to the Issuer’s organizational documents, in no event may the Series A Preferred Shares held directly or indirectly by the Reporting Persons,
together with any Common Shares received on conversion of Series A Preferred Shares or as Dividends with respect to such Series A Preferred Shares, be entitled to vote in excess of 9.9% of the aggregate voting power of the then-outstanding Common
Shares on an as converted basis or of the outstanding voting securities of the Company.
GPC II GP, as the general partner of GPC Thames, and Gallatin
Point, as the managing member of GPC II GP, may each be deemed to have sole voting and dispositive power with respect to the securities held directly by GPC Thames. Mr. Botein and Mr. Sachs are the
Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Thames.
The percent of class was calculated based on (i) an aggregate of 45,641,975 Common Shares outstanding, consisting of (a) 37,829,475 Common Shares
outstanding as of September 30, 2024, as disclosed in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2024, (b)
5,859,375 Common Shares issued upon exchange of Series A Preferred Shares held by the Reporting Person on November 11, 2024 and (c) 1,953,125 Common Shares issued on the same date pursuant to a private placement by the Issuer, plus (ii)
13,521,634 Common Shares issuable upon conversion of Series A Preferred Shares held by the Reporting Person, which are treated as converted into Common Shares only for the purpose of computing the Reporting Person’s beneficial ownership
percentage pursuant to Rule 13d-3 of the Exchange Act.
(c) Except in connection with the Exchange described in
Item 4 herein, none of the Reporting Persons has effected any transaction of the Issuer’s Common Shares in the last 60 days.
(d) Except as described
herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement.
(e) Not applicable.