Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the second quarter of 2022. The following table sets forth information with respect to shares of our common stock purchased by the Company during the periods indicated:
Period Beginning
Period Ended
Total Number
of Shares
Purchased (1)(2)
Average
Price Paid
per Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (2)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans
or Programs (2)
April 1, 2022
April 30, 2022
2,220,389
$
69.33
2,027,659
$
—
May 1, 2022
May 31, 2022
1,863,821
$
53.64
1,855,169
150,507,911
June 1, 2022
June 30, 2022
2,458,987
$
46.80
2,458,927
35,442,792
6,543,197
6,341,755
$
35,442,792
36
(1)
Except for the 6,341,755 shares of our common stock repurchased as described in footnote (2) all purchases were made pursuant to our Omnibus Incentive Plan, under which participants may satisfy tax withholding obligations incurred upon the vesting of restricted stock by requesting that we withhold shares with a value equal to the amount of the withholding obligation.
(2)
Our Board had previously authorized a share repurchase program of up to $250.0 million of the Company’s common stock (the “Former Share Repurchase Program”). On March 10, 2022, the Board approved a replenishment to the Former Share Repurchase Program of $228.2 million, bringing the total amount authorized for future share repurchases back up to $250.0 million at that time. Pursuant to the Former Share Repurchase Program, during the quarter ended June 30, 2022, the Company repurchased 2,027,659 shares for an aggregate total of approximately $140.1 million, leaving no amount remaining under the Former Share Repurchase Program as of April 29, 2022.
On May 11, 2022, we announced that our Board approved a $250.0 million share repurchase program (the “May Share Repurchase Program”). Pursuant to the May Share Repurchase Program, during the quarter ended June 30, 2022, we repurchased 4,314,096 shares for an aggregate total of approximately $214.6 million, leaving approximately $35.4 million available under the May Share Repurchase Program as of June 30, 2022. Subsequent to June 30, 2022, we repurchased 771,656 shares for an aggregate total of approximately $35.4 million, leaving no amount remaining under the May Share Repurchase Program as of July 29, 2022.
On August 4, 2022, we announced that our Board approved a new $250.0 million share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limits and could be suspended or discontinued completely at any time.
All of the common stock is held as treasury shares as of June 30, 2022. The number of shares to be purchased and the timing of purchases was based on our trading windows and available liquidity, general business and market conditions and other factors, including legal requirements, share ownership thresholds, debt covenant restrictions and alternative opportunities. See Note 10–Stockholders’ Deficit in the notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.