Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table sets forth all unregistered sales of securities made by us during the three months ended June 30, 2024:
+Added: Issuer Purchases of Equity Securities
+Added: The following table summarizes share repurchase activity for the three months ended September 30, 2024:
+Added: Period Total Number of Shares Repurchased Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet be Purchased
+Added: (in millions)
+Added: July 1 - July 31, 2024 — $ — — $ —
+Added: August 1 - August 31, 2024 148 (1)
+Added: $ 85.54 — $ —
+Added: September 1 - September 30, 2024 — $ — — $ —
+Added: __________________
+Added: (1) As disclosed in the Company’s Prospectus filed July 24, 2024, BGLH intends to wind down its holding of the Company’s shares over a period of up to three years following the date of the Company’s IPO.
+Added: To do this, BGLH generally expects to distribute the Company’s shares in kind to its investors in settlement of their equity interests in BGLH.
+Added: In August 2024, the Company repurchased fractional shares that certain investors in BGLH would have otherwise received in a distribution from BGLH, in an aggregate amount of 148 shares of common stock.
+Added: Unregistered Sales of Equity Securities
+Added: The following table sets forth all unregistered sales of securities made by us during the three months ended September 30, 2024:
Date Securities Issued Purchaser Consideration Exemption from Registration
−Removed: 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
−Removed: June 15, 2024 11,650.34 shares of common stock BGLH Provision of services Section 4(a)(2)
−Removed: June 30, 2024 2,590.67 shares of common stock underlying restricted stock units BGLH Provision of services Section 4(a)(2)
−Removed: 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.
−Removed: We raised net proceeds of $4,875 million, after deducting the underwriting discounts and commissions of approximately $191 million and estimated offering expenses.
−Removed: 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.
−Removed: All shares sold were registered pursuant to a registration statement on Form S-11 (File No.
−Removed: 333-280470), as amended (the “Registration Statement”), which was declared effective by the SEC on July 24, 2024.
−Removed: Morgan Stanley & Co.
−Removed: LLC, Goldman Sachs & Co, LLC, BofA Securities, Inc., J.P.
−Removed: Morgan Securities LLC and Wells Fargo Securities, LLC acted as representatives of the underwriters for the IPO.
−Removed: The offering terminated after the sale of all securities registered pursuant to the Registration Statement.
−Removed: We contributed the net proceeds to our operating partnership in exchange for OP units.
−Removed: 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.
+Added: July 24, 2024 80,950 shares of common stock Certain employees of the Company Certain vested Management Profits Interests Class C units
+Added: Section 4(a)(2)
+Added: On July 26, 2024, our registration statement on Form S-11 (File No.
+Added: 333-280470), as amended, was declared effective by the SEC.
There has been no material change in the use of proceeds from our IPO as described in the Prospectus.
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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.