Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth all unregistered sales of securities made by us during the three months ended June 30, 2024:
Date Securities Issued Purchaser Consideration Exemption from Registration
April 24, 2024 32,202 shares of common stock underlying restricted stock units Employees of the Company Provision of services Rule 701 promulgated under Section 3(b) of the Securities Act
June 15, 2024 11,650.34 shares of common stock BGLH Provision of services Section 4(a)(2)
June 30, 2024 2,590.67 shares of common stock underlying restricted stock units BGLH Provision of services Section 4(a)(2)
On July 26, 2024, we closed our IPO of 56,882,051 shares of our common stock at a price of $78.00 per share, with a subsequent exercise in full by the underwriters of their option to purchase from us an additional 8,532,307 shares of common stock that closed on July 31, 2024. We raised net proceeds of $4,875 million, after deducting the underwriting discounts and commissions of approximately $191 million and estimated offering expenses. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. All shares sold were registered pursuant to a registration statement on Form S-11 (File No. 333-280470), as amended (the “Registration Statement”), which was declared effective by the SEC on July 24, 2024. Morgan Stanley & Co. LLC, Goldman Sachs & Co, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as representatives of the underwriters for the IPO. The offering terminated after the sale of all securities registered pursuant to the Registration Statement.
We contributed the net proceeds to our operating partnership in exchange for OP units. The Company used a portion of the net proceeds to repay in full the Delayed Draw Term Loan and CMBS 5 and a portion of borrowings under the Revolving Credit Facility. There has been no material change in the use of proceeds from our IPO as described in the Prospectus.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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