F1The Reporting Persons are prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, none of the 112,590 shares of Common Stock underlying the New Warrants are currently exercisable.
F2New Warrants to acquire 112,590 shares of Common Stock were acquired by the Reporting Persons together with $7,472,301 aggregate principal amount of the Issuer's Senior Cash 12.5%/PIK Step-Up to 15.5% Notes due 2022 (the "Notes") pursuant to the Investor Purchase Agreement, dated March 31, 2017 (the "IPA"), by and among, the Issuer, Metro SPV LLC (the "SPV") and the other parties thereto, in respect of the SPV's pro rata portion of the total aggregate $17,500,000 commitment premium and for consideration of $7,042,327.28. Of the 112,590 New Warrants, 24,543 New Warrants were issued as units under the IPA, where each unit consisted of (1) $1,000 principal amount of Notes and (2) 3.37 New Warrants. 77,366 New Warrants were issued in respect of the SPV's pro rata portion of the total aggregate $17,500,000 commitment premium under the IPA. 10,681 New Warrants were issued in respect of anti-dilution provisions pursuant to the IPA. No price was ascribed to the New Warrants.
F3This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership that the SPV, ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Strategic Secondaries Associates II LLC ("Secondaries Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons") may be deemed to have acquired pursuant to the SPV's purchase of a warrants to acquire up to 112,590 shares of Common Stock of the Issuer on July 17, 2017.
F4Reflects an automatic anti-dilution adjustment in accordance with the terms of the warrant agreement of 5,877 Warrants.
F5Following the closing, the reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Secondaries Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Secondaries Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.