Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the Original Forward Sale Agreement and the Additional
Forward Sale Agreement (collectively, the "Forward Sale Agreement"), the Company
entered into an Underwriting Agreement on
Upon physical settlement of the Forward Sale Agreement, the Company will receive
from the Forward Purchaser an amount equal to the net proceeds from the sale of
the borrowed shares of the Company's common stock sold pursuant to the
Underwriting Agreement and the Forward Sale Agreement, subject to certain
adjustments pursuant to the Forward Sale Agreement. The Company will receive
such amount at a forward sale price that initially will be
The Company expects the Forward Sale Agreement to settle on or prior to
On a settlement date, if the Company decides to physically settle the Forward Sale Agreement, the Company will issue and deliver shares of common stock to the Forward Purchaser under the Forward Sale Agreement at the then-applicable forward sale price. The forward sale price that the Company expects to receive upon physical settlement of the Forward Sale Agreement will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and will be decreased on certain dates by amounts related to expected dividends on shares of the Company's common stock during the term of the Forward Sale Agreement. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price.
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Except under circumstances described in the Forward Sale Agreement, the Company has the right to elect physical, cash or net share settlement under the Forward Sale Agreement. Although the Company expects to settle the Forward Sale Agreement entirely by the full physical delivery of shares of the Company's common stock to the Forward Purchaser in exchange for cash proceeds, the Company may elect cash settlement or net share settlement for all or a portion of its obligations under the Forward Sale Agreement if the Company concludes that doing so is in the best interest of the Company. In the event the Company elects to cash settle or net share settle the Forward Sale Agreement, the settlement amount generally will be related to (1)(a) the weighted average price per share at which the Forward Purchaser or its affiliate purchases shares of the Company's common stock on each exchange business day during the unwind period for such settlement under the Forward Sale Agreement minus (b) the forward sale price; multiplied by (2) the number of shares of the Company's common stock underlying the Forward Sale Agreement subject to such cash settlement or net share settlement. If this settlement amount is a negative number, the Forward Purchaser will pay the Company the absolute value of that amount (in the case of cash settlement) or deliver to the Company a number of shares of the Company's common stock having a value equal to the absolute value of such amount (in the event of net share settlement). If this settlement amount is a positive number, the Company will pay the Forward Purchaser that amount (in the case of cash settlement) or deliver to the Forward Purchaser a number of shares of the Company's common stock having a value equal to such amount (in the event of net share settlement). In connection with any cash settlement or net share settlement, the Company would expect the Forward Purchaser or its affiliate to purchase shares of the Company's common stock in secondary market transactions for delivery to third-party stock lenders in order to close out its, or its affiliate's, hedge position in respect of the Forward Sale Agreement.
The Forward Purchaser will have the right to accelerate the Forward Sale
Agreement (with respect to all or any portion of the transaction under the
Forward Sale Agreement that the Forward Purchaser determines is affected by such
event and subject to the terms of the Forward Sale Agreement) and require the
Company to settle on a date specified by the Forward Purchaser if: (1) the
Forward Purchaser is unable, after using commercially reasonable efforts, to
borrow (or maintain a borrowing of) sufficient shares of the Company's common
stock to hedge its position under the Forward Sale Agreement at a rate equal to
or less than an agreed maximum stock loan rate; (2) the Forward Purchaser
determines that it has an excess Section 13 ownership position or an excess
regulatory ownership position with respect to certain ownership restrictions and
related filing requirements under federal securities laws,
The foregoing description of the Forward Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Original Forward Sale Agreement and the Additional Forward Sale Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
3 Item 8.01. Other Events.
On
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.
Also, in connection with the issuance and sale of the shares of common stock, the Company is filing a legal opinion regarding the validity of the shares of common stock as Exhibit 5.1 for the purpose of incorporating the opinion into the Company's Registration Statement No. 333-233896.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Description Exhibit Opinion regarding validity of the shares of Common Stock 5.1 Exhibit Confirmation of Forward Sale Transaction, datedNovember 18, 2019 , 10.1 between the Company andJPMorgan Chase Bank, National Association Exhibit Additional Confirmation of Forward Sale Transaction, dated November 10.2 19, 2019, between the Company andJPMorgan Chase Bank, National Association Exhibit Consent (included as part of Exhibit 5.1) 23.1 Exhibit Underwriting Agreement, datedNovember 18, 2019 , among the Company, 99.1J.P. Morgan Securities LLC ,Goldman Sachs & Co. LLC ,Barclays Capital Inc. andCredit Suisse Securities (USA) LLC , as representatives of the several underwriters named therein,J.P. Morgan Securities LLC , acting in its capacity as forward seller, andJPMorgan Chase Bank, National Association , acting in its capacity as forward purchaser Exhibit Cover Page Interactive Data File - the cover page XBRL tags are 104 embedded within the Inline XBRL document. Information Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements.
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