In July 2021, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with LSB Funding (the “Holder”), an affiliate of Eldridge Industries, LLC and other affiliates (together “Eldridge”), which Exchange Agreement was voted on and approved by our stockholders at the Special Meeting as discussed in Note 1. Pursuant to the terms of the Exchange Agreement, the Holder would exchange all of the shares of the Series E and Series F Redeemable Preferred into our common stock based on the liquidation preference (“Liquidation Preference”), at the time of the exchange, and an exchange price of $6.16, which is equal to the 30-day volume weighted average price as of the date of the Exchange Agreement. The Liquidation Preference primarily consists of $1,000 per share of Series E Redeemable Preferred plus accrued and unpaid dividends and the participation rights value.

On September 27, 2021, the closing of the Exchange Agreement occurred, and the Exchange Transaction was consummated. Pursuant to the terms of the Exchange Agreement, the Holder exchanged all of the shares of the Series E and Series F Redeemable Preferred for approximately 49.1 million shares of our common stock.

The total fair value of the approximately 49.1 million shares of common stock issued was approximately $531.1 million (based on the average per share price on the date of closing). The fair value of the common stock issued was in excess of the Series E and Series F Redeemable Preferred carrying amount, net of the bifurcated embedded derivative and unamortized issuance costs, by approximately $231.8 million and is treated as a deemed dividend. Because we were in an accumulated deficit position on the closing date, the deemed dividend was charged to capital in excess of par value.

	Series E Redeemable Preferred						Accrued Liability-Embedded Derivative			Series F Redeemable Preferred
	Shares			Amount			Amount			Shares			Amount
	(Dollars In Thousands)
Balance at December 31, 2020		139,768		$	272,101		$	1,029			1		$	—
Accretion relating to liquidation preference on preferred stock		—			814						—			—
Accretion for discount and issuance costs on preferred stock		—			709						—			—
Accumulated dividends		—			29,914						—			—
Change in fair value of embedded derivative		—			—			2,258			—			—
Costs relating to exchange transaction		—			(7,497	)					—			—
Exchange of preferred stock for common stock		(139,768	)		(296,041	)		(3,287	)		(1	)		—
Balance at December 31, 2021		—		$	—		$	—			—		$	—

As the result of the Exchange Transaction discussed above, Eldridge held over 60% of our outstanding shares of common stock on the closing date. As a result, a change of control (“CoC”) event occurred as defined in certain equity award agreements discussed in Note 11 and in certain cash-based award agreements.

Pursuant to the terms of the cash-based awards outstanding as of the CoC event, all such awards immediately vested and approximately $5.4 million was paid. As a result of the vesting, we recognized an additional $2.0 million expense, of which $0.7 million is classified as cost of sales and $1.3 million is classified as SG&A.