Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table summarizes purchases of our own equity securities during the three months ended August 31, 2022:
−Removed: Period Total Number of Shares Purchased Average Price Paid per Share Dollar Value of Shares Purchased as Part of Publicly Announced Plans or Programs ($000’s) Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs ($000’s) (a)
−Removed: June 1-30 — — — $ 250,000
−Removed: July 1-31 1,581,504 $ 31.62 $ 50,000 200,000
−Removed: August 1-31 — — — 200,000
+Added: The following table summarizes purchases of our own equity securities during the three months ended February 28, 2023 (dollars in thousands, except per share amounts):
+Added: Period Total Number of Shares Purchased Average Price Paid per Share Dollar Value of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (a)
+Added: December 1-31 — $ — $ — $ 150,000
+Added: January 1-31 (b) 1,159,816 38.80 44,998 105,002
+Added: February 1-28 (b) 1,082,594 36.72 30,002 75,000
Total 2,242,410 $ 37.79 $ 75,000
−Removed: (a) As of November 30, 2021, we had 331,400 shares authorized for repurchase under a share repurchase program approved by our board of directors in July 2021.
−Removed: On April 7, 2022, our board of directors authorized us to repurchase up to $300.0 million of our outstanding common stock.
−Removed: This authorization replaced the prior board of directors authorization, as discussed in Note 18 – Stockholders’ Equity in the Notes to Consolidated Financial Statements in this report.
−Removed: In the 2022 third quarter, we purchased 1,581,504 shares of our common stock pursuant to this authorization at a total cost of $50.0 million, bringing our total repurchases in 2022 to 3,101,150 shares at total cost of $ 100.0 million.
−Removed: As of August 31, 2022, we were authorized to repurchase up to $200.0 million of common stock.
−Removed: 10.34 Term Loan Agreement, dated as of August 25, 2022, among us, the banks party thereto, Wells Fargo Bank, National Association, as Administrative Agent .
+Added: (a) On April 7, 2022, our board of directors authorized us to repurchase up to $300.0 million of our outstanding common stock.
+Added: As of November 30, 2022, there was $150.0 million of remaining availability under this share repurchase authorization.
+Added: In the 2023 first quarter, we repurchased 1,965,442 shares of our common stock on the open market pursuant to this authorization at a total cost of $75.0 million.
+Added: As of February 28, 2023, we were authorized to repurchase up to $75.0 million of common stock in additional transactions, excluding excise tax.
+Added: This authorization was replaced on March 21, 2023 by a subsequent authorization by our board of directors authorizing us to repurchase up to $500.0 million of our common stock, excluding excise tax.
+Added: (b) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
+Added: All dollar amounts presented exclude such excise taxes, as applicable.
+Added: The total number of shares purchased and average price paid per share in the above table includes previously issued shares delivered to us by employees to satisfy withholding taxes on the vesting of PSUs in February 2023, as described in Note 18 – Stockholders’ Equity in the Notes to Consolidated Financial Statements in this report.
+Added: These transactions are not considered repurchases under the board of directors’ authorization.
22 List of Guarantor Subsidiaries, filed as an exhibit to our Annual Report on Form 10-K for the year ended November 30, 2022 (File No.
18 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: Dated October 7, 2022 By:
+Added: Dated April 7, 2023 By:
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
−Removed: Dated October 7, 2022 By:
+Added: Dated April 7, 2023 By:
/s/ WILLIAM R.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.