Registration Rights Agreement
On December 19, 2019, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the
Companys stockholders, Pivotal Acquisition Holdings LLC, a Delaware limited liability company and an affiliate of certain of Pivotals officers and directors, and the other holders of the Class B common stock of Pivotal that were
issued prior to Pivotals initial public offering (which were converted upon consummation of the Business Combination into Pivotals single class of common stock on a
one-for-one basis) entered into the Registration Rights Agreement (the Registration Rights Agreement). The material terms of the Registration Rights
Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 178 titled The Business Combination ProposalRelated AgreementsRegistration Rights Agreement. Such description is qualified in
its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 4.6 to this Report and is incorporated herein by reference.
Convertible Debentures
As
previously disclosed, on December 16, 2019, Pivotal entered into a securities purchase agreement (the Purchase Agreement) with certain investors identified therein (the Purchasers) pursuant to which, among other things,
the Purchasers agreed, subject to the consummation of the Business Combination, to purchase from Pivotal 8% convertible debentures due 2024 (the Debentures) in an aggregate principal amount of $200 million. The Debentures were
issued on December 19, 2019 in a private placement to certain accredited investors pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act). The
proceeds of the Debentures were used in part to repay the Companys outstanding second lien facilities and amounts outstanding under its revolving credit facility.
The Debentures will mature on December 19, 2024 unless earlier converted, redeemed or repurchased. The Debentures will bear interest at
an annual rate of 4.00% in cash and 4.00% in kind, payable quarterly on the last business day of March, June, September and December. In addition, on each anniversary of the Closing Date, Pivotal will add to the principal amount (subject to
reduction for any principal amount repaid) of the Debentures an amount equal to 3.00% of the original aggregate principal amount of the Debentures outstanding (the Additional Payment). The Additional Payment will accrue from the last
payment date for the Additional Payment (or the Closing Date if no prior payment has been made), and will also be payable at maturity, upon conversion and upon an optional redemption.
At any time, upon notice as set forth in the Debentures, the Debentures will be redeemable at Pivotals option, in whole or in part, at a
price equal to 100% of the principal amount of the Debentures redeemed, plus accrued and unpaid interest thereon. In addition, if Pivotal or any of its restricted subsidiaries sells certain assets, under certain circumstances, Pivotal will be
required to use the net proceeds to make an offer to purchase the Debentures at an offer price in cash equal to 100% of the principal amount of the Debentures plus accrued and unpaid interest thereon.
Subject to stockholder approval to allow for the full conversion of the Debentures into common stock, the Debentures will be convertible into
shares of Pivotals common stock at the option of the Purchasers at any time and from time to time at a price of $18 per share, subject to adjustment as set forth in the Purchase Agreement and the Debentures (the conversion price).
However, in the event Pivotal elects to redeem any Debentures, the holders will have a right to purchase common stock from Pivotal in an amount equal to the amount redeemed at the conversion price.
The Debentures contain covenants that limit Pivotals (and its restricted subsidiaries) ability to, among other things:
(i) incur additional debt; (ii) create liens on assets; (iii) engage in certain transactions with affiliates; or (iv) designate Pivotals subsidiaries as unrestricted subsidiaries. The Debentures provide for customary events
of default, including non-payment, failure to comply with covenants or other agreements in the Debentures and certain events of bankruptcy or insolvency. If an event of default occurs and continues, the
holders of at least 25% in aggregate principal amount of the outstanding Debentures may declare the entire principal amount of all the Debentures to be due and payable immediately.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement which is included as Exhibit 4.5 to this Report and is incorporated herein by reference, and the Debentures. A copy of the form of Debenture is attached as Exhibit 4.4 to this Report and is incorporated by reference herein.