The information in Item 4 is hereby further amended by amending and restating the eleventh
paragraph thereof to read as follows:
The foregoing descriptions of the Loan and Security Agreement, the warrant agreements and the
registration rights agreements and the transactions and documents contemplated thereby does not purport to be complete and are qualified in their entirety by reference to each of those agreements which is filed as Exhibits 1 through 32 and Exhibit
34 hereto and are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The information in Item 5(a), (b) and (c) is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of BlackRock to Rows (7) through (11), and (13) of the cover page of this Schedule 13D are
incorporated herein by reference. See Annex A for applicable information regarding Covered Persons.
The aggregate percentage of shares of
Common Stock reported as beneficially owned by BlackRock was calculated based on 93,514,346 shares of Common Stock issued and outstanding as of August 7, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on August 8, 2024.
The
Common Stock beneficially owned by BlackRock includes Common Stock beneficially owned by its Advisory Subsidiaries, BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Fund Advisors, BlackRock Institutional Trust
Company, National Association and SpiderRock Advisors, LLC.
(c) Annex B, attached hereto, sets forth the transactions, including certain
index-tracking trades, that were effected by BlackRock’s Advisory Subsidiaries in the Common Stock between July 30, 2024 (the date through which information was presented in the Schedule 13D filed with the SEC on July 31, 2024 by
BlackRock) and August 26, 2024. The transactions in the Common Stock described on Annex B were effected on securities exchanges unless otherwise indicated therein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information in paragraph 2 of Item 6 is hereby amended and restated to read as follows:
On April 1, 2022, the Managed Accounts entered into a Loan and Security Agreement with the Issuer, as guarantor, and substantially all of
the Issuer’s direct and indirect subsidiaries and borrowers or guarantors, the other Lenders party thereto and the Agent. Between April 1, 2022 and August 23, 2024, the parties to the Loan and Security Agreement entered into eight
amendments and various consents and waivers to the terms of the Loan and Security Agreement. Pursuant to the Loan and Security Agreement, the Issuer borrowed an aggregate of $275 million in term loans, including approximately
$136.6 million from the Managed Accounts of which approximately $129.3 million in aggregate principal amount remains outstanding.
The information in paragraph 5 of Item 6 is hereby amended and restated to read as follows:
The foregoing descriptions of the Loan and Security Agreement, the warrant agreements and the registration rights agreements and the
transactions and documents contemplated thereby does not purport to be complete and are qualified in their entirety by reference to each of those agreements which is filed as Exhibits 1 through 32 and Exhibit 34 hereto and are incorporated by
reference herein.
The information in paragraph 6 of Item 6 is hereby amended and restated to read as follows:
Accounts managed by BlackRock have entered into notional principal amount derivative agreements (the “Short Derivative
Agreements”) in the form of cash-settled swaps with respect to 113,551 shares of Common Stock (representing economic exposure to approximately 0.1% of the total issued and outstanding shares of Common Stock as of August 26, 2024). The
Short Derivative Agreements provide such holder with economic results that are opposite to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of
Common Stock that are the subject of the Short Derivative Agreements. BlackRock hereby expressly disclaims beneficial ownership of the shares of Common Stock that are the subject of the Short Derivative Agreements. The counterparties to the Short
Derivative Agreements are unaffiliated third-party financial institutions. In addition, accounts managed by BlackRock have entered into notional principal amount derivative agreements (the “Long Derivative Agreements”) in the form
of long cash-settled swaps with respect to 23,047 shares of Common Stock (representing economic exposure to less than 0.1% of the total issued and outstanding shares of Common Stock as of August 26, 2024). The Long Derivative Agreements provide
such holder with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject
of the Long Derivative Agreements. BlackRock hereby expressly disclaims beneficial ownership of the shares of Common Stock that are the subject of the Long Derivative Agreements. The counterparties to the Long Derivative Agreements are unaffiliated
third-party financial institutions.