Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended March 31, 2023, there were no conversions of our Series A Preferred Stock into Common Stock pursuant to the terms of the Certificate of Designations for the Series A Preferred Stock.
On November 16, 2021, the Board of Directors authorized a $100 million share repurchase program for one year, providing for the purchase of shares of Series A Preferred Stock and Common Stock.
−Removed: The validity of the share repurchase program was subsequently extended until November 15, 2023.
−Removed: On April 12, 2023, the Board of Directors authorized an increase in the share repurchase program to an aggregate amount of $250 million as of that date.
−Removed: The following table summarizes our share repurchase activity for the three months ended March 31, 2023 and additional information regarding our share repurchase program:
+Added: On November 2, 2022, the Board of Directors extended the duration of the share repurchase program to November 15, 2023.
+Added: On April 12, 2023, the Board of Directors authorized a further increase in the size of the share repurchase program to an aggregate amount of $250 million as of that date.
+Added: The following table summarizes our share repurchase activity for the three months ended June 30, 2023 and additional information regarding our share repurchase program:
Period Total Number of Common Shares Purchased Average Price Paid per Share Total Number of Preferred Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program
−Removed: January 1, 2023 – January 31, 2023 — $ — 38,574 $ 8.82 38,574 $ 73,521,928
−Removed: February 1, 2023 – February 28, 2023 — — — — — 73,521,928
−Removed: March 1, 2023 – March 31, 2023 — — — — — 73,521,928
+Added: April 1, 2023 – April 30, 2023 — $ — — $ — — $ 250,000,000 (1)
+Added: May 1, 2023 – May 31, 2023 — — — — — 250,000,000
+Added: June 1, 2023 – June 30, 2023 2,152,913 7.71 69,707,719 (2) 8.18 (2) 71,860,632 233,391,594
Total 2,152,913 $ 7.71 69,707,719 $ 8.18 71,860,632 $ 233,391,594
−Removed: Other than the amounts repurchased as part of our share repurchase program, there were no purchases of equity securities by the issuer or affiliated purchasers during the quarter ended March 31, 2023.
+Added: (1) On April 12, 2023, the Board of Directors authorized an increase in the size of the share repurchase program to an aggregate amount of $250 million available as of such date.
+Added: From April 1 to April 11, 2023, inclusive, $73,521,928 was available for purchases of shares of Series A Preferred Stock and Common Stock under the share repurchase program.
+Added: (2) Repurchase of Series A Preferred Stock as part of the Transaction.
+Added: Refer to Note 15, Series A Preferred Stock of the Notes to the Consolidated Interim Financial Statements.
+Added: Other than the repurchases reflected in the table above, there were no purchases of equity securities by the issuer or affiliated purchasers during the quarter ended June 30, 2023.
+Added: From July 1, 2023 to July 25, 2023, the Company repurchased an additional 8,464,906 shares of Common Stock for an amount of $63 million under the share repurchase program.
Defaults Upon Senior Securities
−Removed: Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by a committee of disinterested directors of the Board (which committee initially consisted of Daniel Ninivaggi, Julia Steyn, Robert Shanks and D’aun Norman) out of funds legally available for such dividend, cumulative cash dividends at an annual rate of 11% on the stated amount per share plus the amount of any accrued and unpaid dividends on such share, accumulating daily and payable quarterly on January 1, April 1, July 1 and October 1, respectively, in each year.
−Removed: Cash dividends in the aggregate amount of $42 million were declared in respect of the period ended March 31, 2023.
−Removed: As of April 24, 2023, there were $180
−Removed: million of unpaid and undeclared cumulative preference dividends on the shares of Series A Preferred Stock outstanding as of that date.
+Added: Prior to the conversion of all outstanding shares of Series A Preferred Stock on June 12, 2023, as part of the Transaction, holders of the Series A Preferred Stock were entitled to receive, when, as and if declared by a committee of disinterested directors of the Board (which committee initially consisted of Daniel Ninivaggi, Julia Steyn, Robert Shanks and D’aun Norman) out of funds legally available for such dividend, cumulative cash dividends at an annual rate of 11% on the stated amount per share plus the amount of any accrued and unpaid dividends on such share, accumulating daily and payable quarterly on January 1, April 1, July 1 and October 1, respectively, in each year.
+Added: As of June 12, 2023, the date of the conversion of the Series A Preferred Stock, there were $201 million of unpaid and undeclared cumulative preference dividends on the shares of Series A Preferred Stock outstanding as of that date.
+Added: Following the conversion on June 12, 2023, there were no shares of Series A Preferred Stock outstanding, and on July 26, 2023, the Board of Directors resolved to retire all authorized shares of Series A Preferred Stock.
Except as otherwise disclosed in this Quarterly Report on Form 10-Q or reported previously in a Current Report on Form 8-K by the Company, none.
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