Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 17, 2023, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock (the "2023 Repurchase Program"). The 2023 Repurchase Program was in effect from June 17, 2023 until May 20, 2024 when the 2023 Repurchase Program was suspended and replaced (as described below). The 2023 Repurchase Program permitted shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options). The number of shares to be repurchased, and the timing of any repurchases, was dependent on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
On May 20, 2024, the Company announced a new $500 million (the "Maximum Amount") common stock repurchase program authorized by its Board of Directors (the "2024 Repurchase Program"), replacing the Company's 2023 Repurchase Program. The 2024 Repurchase Program is effective from May 20, 2024 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company's Board of Directors. The 2024 Repurchase Program permits shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options). The number of shares to be repurchased, and the timing of any repurchases, will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements. As part of the approved 2024 Repurchase Program, the Company purchased $50.0 million aggregate principal amount of Common Stock concurrent with the pricing of the offering of the Exchangeable Note in privately negotiated transactions effected through one of the initial purchasers and/or its affiliates. Purchases under the 2024 Repurchase Program may be made in the open market or in privately negotiated transactions from time to time at management’s discretion. The 2024 Repurchase Program may be suspended or discontinued at any time.
During the nine month period ended June 30, 2024, the Company entered into a $200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through November 15, 2024, until the cap is reached or until the plan is terminated. On May 20, 2024 this plan was terminated with a total of 1.9 million shares repurchased for $156.0 million.
The following table summarizes the common stock repurchases for the three month period ended June 30, 2024:
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number
of Shares Purchased
as Part of Plan
Approximate Dollar Value
of Shares that may
Yet Be Purchased
April 1, 2024 to April 28, 2024 375,789 $ 82.02 375,789 94,069,837
April 29, 2024 to May 26, 2024 702,316 91.16 702,316 450,000,021
May 27, 2024 to June 30, 2024 524,410 90.20 524,410 402,696,794
Total 1,602,515 88.70 1,602,515
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.