Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended by replacing the last paragraph thereof with the following:
Convertible Notes and Indenture
The Convertible Notes were issued pursuant to the Indenture, dated as of February 18, 2015 (the “
Indenture
”), between the Issuer and U.S. Bank National Association.
The Convertible Notes are convertible by holders at any time prior to the close of business on the business day immediately preceding November 15, 2034, only if one or more of the following conditions has been satisfied: (1) during any calendar quarter beginning after March 31, 2015 if the closing price of the Issuer's common stock equals or exceeds 130% of the conversion price per share during a defined period at the end of the previous quarter, (2) during the five consecutive business day period immediately following any five consecutive trading day period in which the trading price per $1,000 principal amount of Convertible Notes for each trading day was less than 98% of the product of the last reported sale price of the Issuer's common stock and the conversion rate on each such trading day; (3) if specified corporate transactions occur, or (4) if the Issuer calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date. On or after November 15, 2034, until the close of business on the second scheduled trading day immediately preceding February 15, 2035, a holder may convert all or a portion of its Convertible Notes at any time, regardless of the foregoing circumstances.
The Issuer may not redeem the Convertible Notes prior to February 20, 2019. The Issuer may, at its option, redeem all or part of the Convertible Notes at any time (i) on or after February 20, 2019 if the last reported sale price per share of the Issuer’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides written notice of redemption and (ii) on or after February 20, 2022 regardless of the sale price condition described in clause (i), in each case, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon conversion of any Convertible Note, the Issuer will pay or deliver to the converting noteholder cash, shares of common stock or a combination of cash and shares of the Issuer’s common stock, at the Issuer’s election.
As of the date of this Amendment No. 1, the last reported conversion rate for the Convertible Notes was 53.9084 shares of common stock per $1,000 principal amount of Convertible Notes, corresponding to a conversion price of approximately $18.55 per share of Common Stock. The conversion rate is subject to adjustment in certain circumstances pursuant to the Indenture.
The foregoing summaries of the Purchase Agreement, the Warrants, the Warrantholders Agreement, the Indenture and the Convertible Notes, in each case, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase Agreement, the Penny Warrant, the Market Warrant, the Warrantholders Agreement, the Convertible Notes and the Indenture each of which is incorporated herein by reference.