Item 4 — Purpose of Transaction
Series A Convertible Preferred Stock As previously disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on December 30, 2019, the Issuer and Dove entered into a payoff letter (the Payoff Letter), pursuant to which the Issuer agreed to issue Dove 400,000 shares of newly-created Series A Cumulative Convertible Preferred Stock, no par value (the Series A Convertible Preferred Stock), in exchange for full satisfaction of the $40.0 million that the Issuer owed Dove under the Loan and Security Agreement, dated as of November 26, 2014, as previously amended, among the Issuer, certain subsidiary guarantors of the Issuer and Dove. The Issuer and Dove signed the Payoff Letter and completed the transactions provided for under the Payoff Letter on December 27, 2019. In connection with the issuance of the Series A Convertible Preferred Stock, on December 27, 2019, the Issuer filed the Articles of Amendment Establishing Cumulative Convertible Preferred Stock, Series A (the Articles of Amendment) with the Georgia Secretary of State. The Articles of Amendment, which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series A Convertible Preferred Stock, became effective upon filing. Pursuant to the Articles of Amendment, the Series A Convertible Preferred Stock has the following terms: Liquidation Preference: The Series A Convertible Preferred Stock ranks (i) senior in liquidation to all existing and future classes of the Issuer's common stock and (ii) pari passu or senior to all existing and future classes of preferred stock. Per Share Liquidation Preference: $100. Dividends: 6% per year, cumulative, non-compounding, on the liquidation preference of $100. Redemption: The Series A Convertible Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, redeem the shares of Series A Convertible Preferred Stock on or after January 1, 2025 at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends. At the request of a majority of the holders of the Series A Convertible Preferred Stock, the Issuer shall offer to redeem all of the Series A Convertible Preferred Stock at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends, at the option of the holders thereof, on or after January 1, 2024. Conversion: Upon the election by the holders of a majority of the Series A Convertible Preferred Stock, each share of the Series A Convertible Preferred Stock is convertible into the number of shares of the Issuer's common stock as is determined by dividing (i) the sum of (a) $100 and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to $10 per share, subject to certain adjustment in certain circumstances to prevent dilution. Voting Rights: Except for approval of adverse changes to the terms of the Series A Convertible Preferred Stock, approval of sale of all or substantially all of the Issuer's assets, and triggering redemption or conversion of the Series A Convertible Preferred Stock, the holders of the Series A Convertible Preferred Stock have no voting rights except as required by law. The terms of the Series A Convertible Preferred Stock are more fully described in the Articles of Amendment, a copy of which is filed as an exhibit hereto and is incorporated by reference herein. Dove is a limited liability company owned by three trusts. David G. Hanna is the sole shareholder and the President, Secretary, and Treasurer of the corporation that serves as the sole trustee of one of the trusts the beneficiaries of which include David G. Hanna. Frank J. Hanna is the sole shareholder and the President, Secretary, and Treasurer of the corporation that serves as the sole trustee of the other two trusts the beneficiaries of which include Frank J. Hanna. David G. Hanna and Frank J. Hanna are brothers. Additional Information David G. Hanna is the Executive Chairman of the Board of Directors of the Issuer. In this capacity, Mr. Hanna takes, and will continue to take, an active role in the Issuer's management and strategic direction. Subject to the factors discussed below, applicable law and the policies of the Issuer, each Reporting Person may from time to time purchase additional securities of the Issuer, or rights or options to purchase such securities, through open market or privately negotiated transactions or exercises of derivative securities, or may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action such Reporting Person deems to be in his, her or its best interests, or otherwise, depending upon existing market conditions, the price and availability of such securities and other considerations discussed in this paragraph. Each Reporting Person intends to review