Unregistered Sales of Equity Securities and Use of Proceeds
+Added: Unregistered Sales of Equity Securities and Use of Proceeds
+Added: As described in Note 6 to our unaudited consolidated financial statements in the report, in May 2024 the Company issued $575.0 million aggregate principal amount of convertible notes due 2028 ( the "2028 Convertible Notes").
+Added: The 2028 Convertible Notes were issued to the Initial Purchasers in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
+Added: The Company offered and sold the 2028 Convertible Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
+Added: The Initial Purchasers initially offered the Notes to persons reasonably believed to be “qualified institutional buyers” pursuant to an exemption from registration provided by Rule 144A under the Securities Act.
+Added: The Company relied on this exemption from registration based in part on representations made by the Initial Purchasers.
+Added: The 2028 Convertible Notes and shares of the Company’s common stock (the “Common Stock”) issuable upon conversion of the 2028 Convertible Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
+Added: The Company does not intend to file a registration statement for the resale of the 2028 Convertible Notes or any shares of Common Stock issuable upon conversion of the 2028 Convertible Notes.
+Added: Initially, a maximum of 3,279,685 shares of Common Stock may be issued upon conversion of the 2028 Convertible Notes, based on a maximum conversion rate of 5.7038 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Issuer Purchases of Equity Securities
7 unchanged sentences
The share repurchase program may be modified, suspended or discontinued at any time.
−Removed: As of March 31, 2024 there was $129.1 million available under this program to repurchase shares.
−Removed: We purchased 362,419 shares under the program during the three months ended March 31, 2024.
−Removed: Period Total Number of Shares Purchased Average price paid per share Total number 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
−Removed: January 1, 2024 - January 31, 2024 35,250 $ 168.30 35,250 $ 179,077,648
−Removed: February 1, 2024 - February 29, 2024 327,169 $ 152.83 327,169 $ 129,077,746
−Removed: March 1, 2024 - March 31, 2024 — $ — — $ 129,077,746
−Removed: Total 362,419 362,419
+Added: As of June 30, 2024 there was $129.1 million available under this program to repurchase shares.
+Added: There were no share repurchases during the three months ended June 30, 2024.
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.