Victory Park Capital Advisors, LLC

SEC source: 0001193805-17-001354 · e616416_4-katy.xml · derivative · entry 1

Victory Park Capital Advisors, LLC · CIK 0001413834 · 10% owner · Possible member of 10% group

VPC SBIC I, LP · CIK 0001556620 · 10% owner · Possible member of 10% group

VPC SBIC GP, LLC · CIK 0001682724 · 10% owner · Possible member of 10% group

Victory Park Management, LLC · CIK 0001682694 · 10% owner · Possible member of 10% group

Jacob Capital, L.L.C. · CIK 0001413809 · 10% owner · Possible member of 10% group

Levy Richard N · CIK 0001413810 · 10% owner · Possible member of 10% group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Jansan Acquisition LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: The Term Loans (as defined below) were convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the Term Loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans were not convertible into common stock until the Issuer reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans were convertible for so long as such indebtedness remained outstanding. The Term Loans accrued "PIK" interest at the rate of 12.00% per annum.

F1 · kind: The Term Loans (as defined below) were convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the Term Loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans were not convertible into common stock until the Issuer reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans were convertible for so long as such indebtedness remained outstanding. The Term Loans accrued "PIK" interest at the rate of 12.00% per annum.

F2 · reported_value: On July 21, 2017, Jansan Acquisition LLC ("Jansan"), the Issuer, Continental Commercial Products, LLC, Fort Wayne Plastics, Inc. and FTW Holdings, Inc. consummated the transactions contemplated by the Asset Purchase Agreement, dated as of May 14, 2017 (the "Purchase Agreement"). In accordance with the Purchase Agreement, Jansan acquired the Purchased Assets (as defined in the Purchase Agreement) with a credit bid in the amount of the indebtedness under the Issuer's second lien credit facility, including the convertible term loans (the "Term Loans") thereunder. As a result, the Term Loans were satisfied and, as such, the Reporting Persons no longer beneficially own any of the Common Stock previously issuable upon conversion of the Term Loans.

F3 · reported_value: In accordance with Instructions 3(c) and 4(b)(iv) to Form 4, the entire face amount of the Term Loans held by Jansan is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F2 · price: On July 21, 2017, Jansan Acquisition LLC ("Jansan"), the Issuer, Continental Commercial Products, LLC, Fort Wayne Plastics, Inc. and FTW Holdings, Inc. consummated the transactions contemplated by the Asset Purchase Agreement, dated as of May 14, 2017 (the "Purchase Agreement"). In accordance with the Purchase Agreement, Jansan acquired the Purchased Assets (as defined in the Purchase Agreement) with a credit bid in the amount of the indebtedness under the Issuer's second lien credit facility, including the convertible term loans (the "Term Loans") thereunder. As a result, the Term Loans were satisfied and, as such, the Reporting Persons no longer beneficially own any of the Common Stock previously issuable upon conversion of the Term Loans.

F1 · derivative.exercise_date: The Term Loans (as defined below) were convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the Term Loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans were not convertible into common stock until the Issuer reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans were convertible for so long as such indebtedness remained outstanding. The Term Loans accrued "PIK" interest at the rate of 12.00% per annum.

F1 · derivative.expiration_date: The Term Loans (as defined below) were convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the Term Loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans were not convertible into common stock until the Issuer reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans were convertible for so long as such indebtedness remained outstanding. The Term Loans accrued "PIK" interest at the rate of 12.00% per annum.

F1 · derivative.underlying_shares: The Term Loans (as defined below) were convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the Term Loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans were not convertible into common stock until the Issuer reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans were convertible for so long as such indebtedness remained outstanding. The Term Loans accrued "PIK" interest at the rate of 12.00% per annum.

F2 · ownership.nature: On July 21, 2017, Jansan Acquisition LLC ("Jansan"), the Issuer, Continental Commercial Products, LLC, Fort Wayne Plastics, Inc. and FTW Holdings, Inc. consummated the transactions contemplated by the Asset Purchase Agreement, dated as of May 14, 2017 (the "Purchase Agreement"). In accordance with the Purchase Agreement, Jansan acquired the Purchased Assets (as defined in the Purchase Agreement) with a credit bid in the amount of the indebtedness under the Issuer's second lien credit facility, including the convertible term loans (the "Term Loans") thereunder. As a result, the Term Loans were satisfied and, as such, the Reporting Persons no longer beneficially own any of the Common Stock previously issuable upon conversion of the Term Loans.

F3 · ownership.nature: In accordance with Instructions 3(c) and 4(b)(iv) to Form 4, the entire face amount of the Term Loans held by Jansan is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F4 · ownership.nature: This Form 4 is being filed by Victory Park Capital Advisors, LLC ("VPC Advisors") as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). VPC Advisors is the investment manager of the SBIC Fund. VPC SBIC GP, LLC (the "SBIC GP") is the general partner of the SBIC Fund. Jacob Capital L.L.C. ("Jacob Capital") is the sole member of the SBIC GP and the sole manager of VPC Advisors. Richard Levy ("Levy") is the sole member of Jacob Capital.

SEC source: 0001193805-17-000896 · e616175_4-katy.xml · derivative · entry 1

Victory Park Capital Advisors, LLC · CIK 0001413834 · 10% owner · Possible member of 10% group

VPC SBIC I, LP · CIK 0001556620 · 10% owner · Possible member of 10% group

VPC SBIC GP, LLC · CIK 0001682724 · 10% owner · Possible member of 10% group

Victory Park Management, LLC · CIK 0001682694 · 10% owner · Possible member of 10% group

Jacob Capital, L.L.C. · CIK 0001413809 · 10% owner · Possible member of 10% group

Levy Richard N · CIK 0001413810 · 10% owner · Possible member of 10% group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Jansan Acquisition LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: The Term Loans (as defined below) are convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the term loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans may not be converted into common stock until the Issuer has reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans will be convertible for so long as such indebtedness remains outstanding. The Term Loans bear "PIK" interest at the rate of 12.00% per annum.

F1 · kind: The Term Loans (as defined below) are convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the term loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans may not be converted into common stock until the Issuer has reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans will be convertible for so long as such indebtedness remains outstanding. The Term Loans bear "PIK" interest at the rate of 12.00% per annum.

F2 · shares: The reported transaction involved the contribution of an aggregate of $28,570,774 of convertible term loans (the "Term Loans") under the Issuer's second lien credit facility (the "Second Lien Credit Facility") outstanding as of the date of the reported transaction, including $21,000,000 principal amount of Term Loans held by VPC SBIC I, LP (the "SBIC Fund"), $3,000,000 principal amount of Term Loans held by an unaffiliated third party and accrued but unpaid interest under the Term Loans, to Jansan Acquisition, LLC ("Jansan"), a newly formed Delaware limited liability company, in exchange for equity interest in Jansan.

F1 · derivative.exercise_date: The Term Loans (as defined below) are convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the term loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans may not be converted into common stock until the Issuer has reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans will be convertible for so long as such indebtedness remains outstanding. The Term Loans bear "PIK" interest at the rate of 12.00% per annum.

F1 · derivative.expiration_date: The Term Loans (as defined below) are convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the term loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans may not be converted into common stock until the Issuer has reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans will be convertible for so long as such indebtedness remains outstanding. The Term Loans bear "PIK" interest at the rate of 12.00% per annum.

F2 · derivative.underlying_shares: The reported transaction involved the contribution of an aggregate of $28,570,774 of convertible term loans (the "Term Loans") under the Issuer's second lien credit facility (the "Second Lien Credit Facility") outstanding as of the date of the reported transaction, including $21,000,000 principal amount of Term Loans held by VPC SBIC I, LP (the "SBIC Fund"), $3,000,000 principal amount of Term Loans held by an unaffiliated third party and accrued but unpaid interest under the Term Loans, to Jansan Acquisition, LLC ("Jansan"), a newly formed Delaware limited liability company, in exchange for equity interest in Jansan.

F3 · valueOwnedAfter: In accordance with Instructions 3(c) and 4(b)(iv) to Form 4, the entire face amount of the Term Loans held by Jansan is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F2 · ownership.nature: The reported transaction involved the contribution of an aggregate of $28,570,774 of convertible term loans (the "Term Loans") under the Issuer's second lien credit facility (the "Second Lien Credit Facility") outstanding as of the date of the reported transaction, including $21,000,000 principal amount of Term Loans held by VPC SBIC I, LP (the "SBIC Fund"), $3,000,000 principal amount of Term Loans held by an unaffiliated third party and accrued but unpaid interest under the Term Loans, to Jansan Acquisition, LLC ("Jansan"), a newly formed Delaware limited liability company, in exchange for equity interest in Jansan.

F3 · ownership.nature: In accordance with Instructions 3(c) and 4(b)(iv) to Form 4, the entire face amount of the Term Loans held by Jansan is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F4 · ownership.nature: This Form 4 is being filed by Victory Park Capital Advisors, LLC ("VPC Advisors") as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). VPC Advisors is the investment manager of the SBIC Fund. VPC SBIC GP, LLC (the "SBIC GP") is the general partner of the SBIC Fund. Jacob Capital L.L.C. ("Jacob Capital") is the manager of the SBIC GP and the sole manager of VPC Advisors. Richard Levy ("Levy") is the sole member of Jacob Capital.