22 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: In December 2021, in connection with the Exchange Transactions, our Operating Partnership delivered and paid an aggregate of (a) 1,684,237 shares of the Company’s Common Stock and (b) approximately $2.3 million in cash, collectively, in exchange for approximately $110.4 million principal amount of the Exchangeable Senior Notes.
−Removed: The Exchange Transactions were conducted as a private placement and the shares of Common Stock issued in the Exchange Transactions were issued under the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and were offered only to persons reasonably believed to be institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act that are also “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act.
−Removed: The Company relied on this exemption from registration based on the representations made by the holders of the Exchangeable Senior Notes participating in the Exchange Transactions.
+Added: During the year ended December 31, 2022, we issued 413,166 shares of our common stock upon exchange by holders of approximately $26.9 million of outstanding principal amount of our Exchangeable Senior Notes.
+Added: Such shares of our common stock were issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
For information regarding our outstanding indebtedness, which includes our Notes due 2026 and our Exchangeable Senior Notes, see Note 7 in the notes to our consolidated financial statements.
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