CJ 2017 Annual Report

In accordance with the Restructuring Plan, the Backstop Commitment Agreement and the Rights Offering procedures, we offered eligible creditors, including the Backstop Parties, the right to purchase common stock upon emergence from the Chapter 11 Proceeding for an aggregate purchase price of $200 million. The Rights Offering, which commenced on November 15, 2016 and ended on December 9, 2016, provided holders of eligible secured claims under our prior credit agreement as of the record date set therefor to be granted rights entitling each such holder to subscribe to purchase an amount of common stock (such common stock offered for purchase pursuant to the Rights Offering, the “Rights Offering Shares”) up to such holders’ respective pro rata share of such eligible secured claims at a per share price of $13.58. Under the Backstop Commitment Agreement, the Backstop Parties agreed to purchase, severally and not jointly, the Rights Offering Shares that were not duly subscribed to by parties other than Backstop Parties pursuant to the Rights Offering at the same per share price as the Rights Offering (the “Backstop Commitment”). We paid the Backstop Parties on the Plan Effective Date a put option premium equal to 5.0% of the $200 million committed amount (the “Put Option Premium”) in the form of common stock at the same per share price offered in the Rights Offering. All amounts paid to the Backstop Parties in their capacities as such for the Put Option Premium were paid pro rata based on the amount of their respective Backstop Commitments. As a condition to the closing of the transactions contemplated by the Backstop Commitment Agreement, we entered into a Registration Rights Agreement with the Backstop Parties entitling such Backstop Parties to request that we register their securities for sale under the Securities Act at various times and upon the terms and conditions set forth in the Registration Rights Agreement. New Common Stock On the Plan Effective Date, pursuant to the terms of the Restructuring Plan, we issued an aggregate of 55,463,903 shares of common stock to the Holders of Allowed Secured Lender Claims (as defined in the Restructuring Plan). We also issued 1,180,083 warrants (subject to adjustments pursuant to the terms of the Warrants) at an initial exercise price of $27.95 per warrant (subject to adjustments pursuant to the terms of the Warrants) to former holders of Interests in our Predecessor and will issue in the future up to an additional 2,360,166 warrants (subject to adjustments pursuant to the terms of the Warrants) at an initial exercise price of $27.95 per warrant (subject to adjustments pursuant to the terms of the Warrants) to the Unsecured Claims Representative for the benefit of the former holders of Unsecured Creditor Claims after the Plan Effective Date in accordance with the terms of the Restructuring Plan, the Confirmation Order, the Unsecured Creditor Agreement and the Warrant Agreement. Of the 55,463,903 shares of common stock issued on the Plan Effective Date, • 39,999,997 shares of common stock were issued pro rata to certain holders of claims arising under our Predecessor's prior credit agreement (the “Plan Shares”); • 14,408,789 shares of common stock were issued to participants in the Right Offering at a per share purchase price of $13.58, for an aggregate purchase price of approximately $195.7 million (the “Rights Offering Shares”); • 318,743 shares of common stock were issued to the Backstop Parties under the Backstop Parties’ commitment to purchase Unsubscribed Shares (as defined in the Backstop Commitment Agreement) at a per share purchase price of $13.58, for an aggregate purchase price of approximately $4.3 million (the “Backstop Shares”); and • 736,374 shares of common stock were issued to the Backstop Parties as the Put Option Premium (as defined in the Backstop Commitment Agreement) under the Backstop Commitment Agreement, representing 5.0% of the $200 million committed amount and a per share purchase price of $13.58 (the “Put Option Shares”). The Warrants, Plan Shares, Rights Offering Shares and Put Option Shares were issued pursuant to an exemption from the registration requirements of the Securities Act under Section 1145 of the Bankruptcy Code. The Backstop Shares were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof. Purchases of Equity Securities by the Issuer or Affiliated Purchasers Repurchases of Equity Securities The following table summarizes stock repurchase activity for the fiscal year ended December 31, 2017 (in thousands, except average price paid per share). All of the repurchases below are the Successor common stock that were 35