Item 1.01 Entry into a Material Definitive Agreement.
On
The New Convertible Notes are the Company's senior unsecured obligations and
bear interest at a rate of 6.00% per annum, payable semi-annually in arrears on
The New Convertible Notes were issued pursuant to the provisions of an
indenture, dated
Copies of the Base Indenture and the Second Supplemental Indenture are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The information provided in Item 1.01 is incorporated by reference into this
Item 3.02. The New Convertible Notes were issued in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the
"Securities Act"). Each of the Investors is an accredited investor (within the
meaning of Rule 501 promulgated under the Securities Act) and a qualified
institutional buyer (as defined in Rule 144A under the Securities Act). The
issuance of any Common Shares upon conversion will be in reliance upon
Section 3(a)(9) of the Securities Act as exchanges solely with existing security
holders. Based on the initial maximum conversion rate of 153.3742 Common Shares
per
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. Description 4.1 Indenture, datedMay 31, 2016 , by and between the Company andU.S. Bank National Association , as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed onMay 31, 2016 , File No. 001-36313). 4.2 Second Supplemental Indenture, datedDecember 15, 2020 , by and between the Company andU.S. Bank National Association , as Trustee (including Form of New Convertible Note). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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