Item 1.01. Entry into a Material Definitive Agreement.
On
Under the terms of the 2021 Sales Agreement, the Company may issue and sell,
from time to time to or through the Sales Agents, shares of the Company's common
stock, par value
The 2021 Sales Agreement contemplates that, in addition to the Company's issuance and sale of Shares to or through the Sales Agents, the Company may enter into separate forward sale agreements pursuant to forward confirmations to be entered into between the Company and the relevant Forward Purchaser, a form of which is attached to the 2021 Sales Agreement as Annex II thereto (each, a "Forward Sale Agreement"). In connection with any Forward Sale Agreement, the relevant Forward Purchaser will borrow shares from third parties and, through its affiliated Forward Seller, offer a number of shares of Common Stock equal to the number of shares of Common Stock underlying the particular Forward Sale Agreement. The Company will not initially receive any proceeds from any sale of borrowed shares of Common Stock through a Forward Seller. The Company currently expects to settle any Forward Sale Agreement with a full physical settlement, in which case the Company would expect to receive per share cash proceeds at settlement equal to the forward sale price under the relevant Forward Sale Agreement. However, except in limited circumstances, the Company may elect a cash or net share settlement for all or a portion of its obligations under such Forward Sale Agreement. If the Company elects to cash settle or net share settle a Forward Sale Agreement, the Company may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, which may include funding future acquisitions and investments or repayment of existing indebtedness.
Any shares of Common Stock the Company may offer, issue and sell, and any shares
of borrowed Common Stock that the Forward Purchasers may offer and sell,
pursuant to the 2021 Sales Agreement will be offered and sold pursuant to the
Company's automatic shelf registration statement on Form S-3 (File
No. 333-253415) (the "Registration Statement") and a prospectus supplement of
the Company, filed with the
A copy of the 2021 Sales Agreement is filed herewith as Exhibit 1.1 and is incorporated by reference herein. The foregoing description of the material terms of the 2021 Sales Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 1.02. Termination of a Material Definitive Agreement.
On
Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 1.1 ATM Sales Agreement, datedNovember 8, 2021 , among the Company andBofA Securities, Inc. ,Citigroup Global Markets Inc. ,Credit Agricole Securities (USA) Inc. ,Jefferies LLC ,J.P. Morgan Securities LLC ,Mizuho Securities USA LLC ,Morgan Stanley & Co. LLC ,MUFG Securities Americas Inc. ,RBC Capital Markets, LLC ,Scotia Capital (USA) Inc. ,SMBC Nikko Securities America, Inc. ,TD Securities (USA) LLC ,UBS Securities LLC andWells Fargo Securities, LLC , as sales agents and as forward sellers, andBank of America, N.A .,Citibank, N.A .,Credit Agricole Corporate and Investment Bank ,Jefferies LLC ,JPMorgan Chase Bank, National Association ,Mizuho Markets Americas LLC ,Morgan Stanley & Co. LLC ,MUFG Securities EMEA plc ,RBC Capital Markets, LLC , The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch andWells Fargo Bank, National Association , as forward purchasers. 5.1 Opinion ofDavis Polk & Wardwell LLP . 23.1 Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as inline XBRL).
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