Item 4 of the Schedule 13D is hereby amended to add the following:
The information set forth in Items 3 and 6 are incorporated by reference herein.
As previously disclosed by the Issuer, on August 7,2019, the Issuer and its subsidiaries filed voluntary petitions for relief in the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”). On September 24,2019, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the “Plan”). On October 8,2019 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. The descriptions of the Plan and the Confirmation Order included in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan and the Confirmation Order, which were filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8K on September 26,2019. All capitalized terms used in this section but not otherwise defined have the meanings set forth in the Plan.
On the Effective Date, by operation of the Plan, (i) holders of the Issuer’s common stock existing immediately prior to the Effective Date (“Old Common Stock”) holding more than 2,000 shares of Old Common Stock, received (among other things), in exchange for the surrender and cancellation of such Old Common Stock, their pro rata share of (a) approximately 9% of the Common Stock outstanding as of the Effective Date (subject to dilution by the Rights Offering Equity, the Warrant Equity, the MIP Equity, and the Common Stock issued pursuant to the Backstop Commitment Premium) and (b) certain warrants; and (ii) holders of the Issuer’s 6.75% Senior Notes due 2025 (the “Old Notes”, and holders thereof, the “Senior Noteholders”) received (among other things), in exchange for the surrender and cancellation of such Old Notes, their pro rata share of approximately 91% of the shares of the Common Stock outstanding as of the Effective Date, subject to dilution by the Rights Offering Equity, the Warrant Equity, the MIP Equity, and the Common Stock issued pursuant to the Backstop Commitment Premium. In addition, Master Fund received shares of Common Stock in connection with the Existing Equity Interests Rights Offering, the Senior Noteholder Rights Offering and the Backstop Commitment, including shares of Common Stock issued as the Backstop Commitment Premium. Accordingly, Master Fund was issued an aggregate of 6,151,448 shares of Common Stock, 182,478 Series A Warrants, 228,107 Series B Warrants and 293,281 Series C Warrants.
Under the Issuer’s amended organizational documents, Master Fund was entitled to designate one member of the Issuer’s postreorganization board of directors (the “Board”). Master Fund appointed William Carapucci.
The Reporting Persons acquired the shares of Common Stock and the Warrants and hold their shares of Common Stock and the Warrants for investment purposes.
CUSIP No. 40537Q803
SCHEDULE 13D
Page 6 of 8
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer ’s financial position and strategic direction, price levels of Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take actions with respect to their investment in the Issuer. These actions include changing their current investment purpose and/or, from time to time, (i) acquiring or causing affiliates to acquire additional shares of Common Stock or other securities in open market transactions, in privately negotiated transactions or through other methods; (ii) disposing or causing affiliates to dispose of some or all of the shares of Common Stock or other securities in open market transactions, in privately negotiated transactions or through other methods, including distributions by the Master Fund directly to its limited partners; or (iii) continuing to hold or causing affiliates to hold the shares of Common Stock and Warrants (or any combination or derivative thereof). In addition, the Reporting Persons may engage in discussions with the Issuer ’s management, members of its board of directors, stockholders and other relevant parties or take other actions concerning the Issuer ’s operations, capital expenditures, financings, executive compensation practices, capital structure and any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.