Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program (the "share repurchase program") pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions.
−Removed: On January 31, 2024, we announced the closing of a secondary public offering (the "January Offering") of an aggregate of 8.8 million shares (which includes approximately 1.1 million additional shares that underwriters had the option to purchase) of our common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc (the "Selling Stockholders").
−Removed: All the shares in the January Offering were sold by the Selling Stockholders.
−Removed: We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the January Offering.
−Removed: Also pursuant to the related underwriting agreement, we repurchased approximately 1.4 million shares of our common stock from the underwriters as part of the January Offering, at a repurchase price of $100.50 per share, resulting in a purchase price of approximately $138.2 million (the "January Concurrent Share Repurchase").
−Removed: The January Concurrent Share Repurchase was made under our existing $1.0 billion share repurchase program, and is included within the activity for the month of January shown in the table below.
−Removed: The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended February 29, 2024:
+Added: In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program.
+Added: In March 2024, the Board of Directors authorized a new $2.0 billion share repurchase program, supplementing the $196.7 million remaining authorization under the prior program (collectively, the "share repurchase program"), pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Exchange Act").
+Added: The March 2024 share repurchase authorization does not have an expiration date.
+Added: On March 27, 2024, we announced a secondary public offering (the "March Offering") of an aggregate of 12.1 million shares of our common stock (which includes approximately 1.6 million shares that underwriters had the option to purchase) that were sold by certain entities managed by affiliates of Apollo Global Management, Inc (the "Selling Stockholders").
+Added: All the shares in the March Offering were sold by the Selling Stockholders.
+Added: We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the March Offering.
+Added: Also pursuant to the related underwriting agreement, we repurchased 500 thousand shares of our common stock from the underwriters as part of the March Offering (the "March Concurrent Share Repurchase") at a repurchase price of $108.60 per share, resulting in a purchase price of $54.3 million.
+Added: On April 4, 2024, we announced a secondary public offering (the "April Offering") of an aggregate of 5.3 million shares of our common stock that were sold by the Selling Stockholders.
+Added: All the shares in the April Offering were sold by the Selling Stockholders.
+Added: The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the April Offering.
+Added: The April Offering reduced the Selling Stockholders' ownership interest in the Company to zero.
+Added: Also pursuant to the related underwriting agreement, the Company repurchased 1.8 million shares of its common stock from the underwriters as part of the April Offering (the "April Concurrent Share Repurchase") at a repurchase price of $114.20 per share, resulting in a purchase price of approximately $199.9 million.
+Added: The March Concurrent Share Repurchase and the April Concurrent Share Repurchase were both made under our existing share repurchase program, and are included within the respective activity for the months of March and April shown in the table below.
+Added: The following table presents information with respect to purchases of common stock by the Company under the share repurchase program described above, during the quarter ended May 31, 2024:
Issuer Purchases of Equity Securities (amounts in thousands except for per share amounts)
1 unchanged sentence
Total number of shares purchased as part of publicly announced plans or program Maximum dollar value of shares that may yet be purchased under the plans or programs
−Removed: December 1 - December 31, 2023 282 $ 104.16 282 $ 366,538
−Removed: January 1 - January 31, 2024 1,633 101.21 1,633 201,258
−Removed: February 1 - February 29, 2024 46 100.00 46 196,658
+Added: March 1 - March 31, 2024 500 $ 108.60 500 $ 2,142,358
+Added: April 1 - April 30, 2024 1,750 114.20 1,750 1,942,508
+Added: May 1 - May 31, 2024 — — — 1,942,508
Total 2,250 $ 112.96 2,250
1 unchanged sentence
(1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions.
−Removed: In March 2024, the Board of Directors authorized a new $2.0 billion share repurchase program, supplementing the amount remaining under the existing program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
−Removed: The new March 2024 share repurchase authorization does not have an expiration date.
−Removed: On March 27, 2024, we announced a secondary public offering (the "March Offering") of an aggregate of 12.1 million shares of our common stock (which includes approximately 1.6 million shares that underwriters had the option to purchase) that were sold by the Selling Stockholders.
−Removed: All the shares in the March Offering were sold by the Selling Stockholders.
−Removed: We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the March Offering.
−Removed: Also pursuant to the related underwriting agreement, we repurchased 500 thousand shares of our common stock from the underwriters as part of the March Offering (the "March Concurrent Share Repurchase") at a repurchase price of $108.60 per share, resulting in a purchase price of $54.3 million.
−Removed: The March Concurrent Share Repurchase was made under our existing share repurchase program.
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.