Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Pursuant to the Exchange Agreements, the Company exchanged and repurchased approximately $413.2 million aggregate principal amount of the Existing Notes. Of the $413.2 million aggregate principal amount of the Existing Notes, $263.2 million principal amount were exchanged at a weighted-average price equal to 95% for $250.0 million principal amount of new 2028 Notes.
On May 27, 2025, the Company issued the 2028 Notes to the Exchanging Holders in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for transactions not involving a public offering. Pursuant to the terms of the 2028 Notes, the initial conversion rate is 349.6503 shares of Class A Common Stock per $1,000 principal amount of the 2028 Notes, which represents an initial conversion price of approximately $2.86 per share of Class A Common Stock. The conversion rate and conversion price are subject to adjustment upon the occurrence of certain events. However, a maximum of 150,966,175 shares of the Company’s Class A Common Stock may be issued upon conversion of the 2028 Notes, based on the initial maximum conversion rate of 603.8647 shares of Class A Common Stock per $1,000 principal amount of the 2028 Notes, subject to customary adjustment provisions.
The 2028 Notes have not been, and will not be, registered under the Securities Act, or any other securities laws, and the 2028 Notes and the shares of the Company’s Class A Common Stock issuable upon conversion of the 2028 Notes will not be offered or sold except pursuant to an effective registration statement or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
41
Purchase of Equity Securities by Issuer and Affiliated Purchasers
During the three months ended June 30, 2025, the Company and its affiliated purchasers did not make any purchases of the Company’s equity securities.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.