3 unchanged sentences
Holders of Record
−Removed: At January 31, 2023, there were 200 holders of record of our common stock.
−Removed: A substantially greater number of beneficial owners hold shares through banks, brokers and other financial institutions.
+Added: As of January 31, 2024, there were 227 holders of record of our common stock.
+Added: The number of beneficial owners is substantially greater than the number of record holders because a large portion of our common stock is held through banks, brokers and other financial institutions.
Dividend Policy
9 unchanged sentences
On December 20, 2021, we issued and sold an additional $262,500,000 principal amount of 2026 Notes pursuant to this option.
−Removed: At-the-Market Offering
−Removed: On November 8, 2022, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., Barclays Capital Inc.
−Removed: and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $600.0 million (the “At-the-Market Offering”).
−Removed: During the year ended December 31, 2022, the Company issued 56,203,334 shares at a weighted average price per share of $10.68, and received net proceeds of $594.3 million after deducting commissions and other issuance costs of approximately $5.7 million.
+Added: At-the-Market Offering and Underwritten Public Offering
+Added: On November 8, 2022, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., Barclays Capital Inc.
+Added: and Citigroup Global Markets Inc., under which we could offer and sell shares of our common stock having an aggregate offering price up to $600.0 million (the “At-the-Market Offering”).
+Added: During the year ended December 31, 2022, we issued 56,203,334 shares at a weighted average price per share of $10.68, and received net proceeds of $594.3 million after deducting commissions and other issuance costs of $5.7 million.
No shares remain available for sale under the Equity Distribution Agreement.
−Removed: The shares issued were sold pursuant to a shelf registration statement registered under the Securities Act on a registration statement on Form S-3 (File No.
−Removed: 333-267147) and became effective on September 2, 2022, and a prospectus supplement filed with the Securities and Exchange Commission on November 8, 2022.
+Added: On May 31, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc.
+Added: (the “Underwriter”), under which the Underwriter agreed to purchase 173,544,948 shares of our common stock at a price per share of $6.83, for aggregate net proceeds of $1.2 billion.
+Added: In June 2023, we issued the shares to the Underwriter pursuant to the Underwriting Agreement and received aggregate net proceeds of $1.2 billion after deducting issuance costs of $1.1 million.
+Added: The shares issued under the Equity Distribution Agreement and Underwriting Agreement were sold pursuant to a shelf registration statement registered under the Securities Act on a registration statement on Form S-3 (File No.
+Added: 333-267147) and became effective on September 2, 2022, and prospectus supplements filed with the Securities and Exchange Commission on November 8, 2022 and June 2, 2023.
We intend to use the net proceeds from the offering for general corporate purposes, which may include capital expenditures and working capital.
−Removed: Subscription Agreement
−Removed: On November 8, 2022, the Company entered into a subscription agreement (the “Subscription Agreement”) with Ayar Third Investment Company, the controlling stockholder of the Company (“Ayar”), pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million of shares of its common stock in one or more private placements through March 31, 2023.
−Removed: In December 2022, the Company issued 85,712,679 shares to Ayar pursuant to the Subscription Agreement at a weighted average price per share of $10.68, and received aggregate proceeds of $915.0 million.
−Removed: The shares of common stock sold to Ayar pursuant to the Subscription Agreement were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.
+Added: Subscription Agreements
+Added: On November 8, 2022, we entered into a subscription agreement (the “2022 Subscription Agreement”) with Ayar Third Investment Company, the controlling stockholder of the Company (“Ayar”), pursuant to which Ayar agreed to purchase from us, up to $915.0 million of shares of our common stock in one or more private placements through March 31, 2023.
+Added: During the year ended December 31, 2022, we issued 85,712,679 shares to Ayar pursuant to the 2022 Subscription Agreement at a weighted average price per share of $10.68, and received aggregate proceeds of $915.0 million.
+Added: On May 31, 2023, we entered into a subscription agreement (the “2023 Subscription Agreement”) with Ayar, pursuant to which Ayar agreed to purchase from the Company 265,693,703 shares of our common stock at a price per share of $6.83 in a private placement for aggregate net proceeds of $1.8 billion.
+Added: In June 2023, we issued the shares to Ayar pursuant to the 2023 Subscription Agreement and received aggregate net proceeds of $1.8 billion after deducting issuance costs of $2.0 million.
+Added: Common stock acquired by Ayar under the 2022 Subscription Agreement and the 2023 Subscription Agreement is subject to the Investor Rights Agreement, dated February 22, 2021 (as amended from time-to-time, the “Investor Rights Agreement”), which governs the registration for resale of such common stock.
+Added: The shares issued under the 2022 Subscription Agreement and the 2023 Subscription Agreement were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.
+Added: We intend to use the net proceeds from the private placements for general corporate purposes, which may include capital expenditures and working capital.
Issuer Purchases of Equity Securities
6 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.