Item 1.01. Entry into a Material Definitive Agreement.
On
The Offering closed on
The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company and the Initial Purchaser, including indemnification for certain liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the parties thereunder.
The Company intends to use the net proceeds from the Offering, after deducting the Initial Purchaser's discount and estimated Offering expenses, to repurchase outstanding shares of its common stock. Pending the execution of share repurchases, the Company intends to invest the proceeds from the Offering in cash or cash equivalents and/or invest in short- and long-term marketable securities.
The shares of Series A Preferred Stock were issued pursuant to a certificate of
designation (the "Certificate of Designation") filed with the Secretary of State
of the
As set forth in the Certificate of Designation, the Series A Preferred Stock
will rank, with respect to anticipated semi-annual dividends and distributions
upon the liquidation, winding-up or dissolution of the Company: (i) senior to
any equity security, including the Company's common stock, other than any equity
security referred to in (ii) or (iii); (ii) on a parity with any equity security
issued by the Company with terms specifically providing that such equity
security ranks on a parity with the Series A Preferred Stock with respect to
rights to the payment of dividends and/or distributions upon the liquidation,
winding-up and dissolution of the Company's affairs, as applicable; and
(iii) junior to any equity security issued by the Company with terms
specifically providing that such equity security ranks senior to the Series A
Preferred Stock with respect to rights to the payment of dividends and/or
distributions upon the liquidation, winding-up and dissolution of the Company's
affairs, as applicable. The annual dividend rate on each share of Series A
Preferred Stock is 8.0% from
At any time on or after the First Reset Date, the Company may redeem shares of
the Series A Preferred Stock in whole or in part at a redemption price payable
in cash of
Upon the occurrence of a Rating Event (as defined in the Certificate of Designation), the Company may, at its option, redeem the shares of Series A . . .
Item 3.02 Unregistered Sales ofEquity Securities .
The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
Item 3.03 Material Modification to Rights of Security Holders.
The information about the Certificate of Designation set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information about the Certificate of Designation set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On
The Program became effective as of
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities described herein in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Series A Certificate of Designation filed with the Secretary ofState of Delaware onOctober 14, 2021 . 10.1 Purchase Agreement, datedOctober 12, 2021 , by and between the Company andGoldman Sachs & Co. LLC . 99.1 Press Release, datedOctober 12, 2021 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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