7 unchanged sentences
Unregistered Sales of Equity Securities
−Removed: In the three months ended December 31, 2021 the Company issued 4,840,653 shares of Class A Common Stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: Of these, 365,000 shares were issued to executives of the Company as inducement for employment and 4,475,653 shares were issued to executives of a majority-owned subsidiary of the Company as part of the consideration for purchase by the Company of the remaining interest in the subsidiary.
−Removed: The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of the shares.
−Removed: Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: For the three months ended December 31, 2021, the Company made no open market purchases of its Class A Common Stock, Class B Common Stock, or C Common Stock.
−Removed: Pursuant to its Combined Credit Agreement and the indenture governing it 5.625% Notes (each as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), the Company is currently limited as to the dollar value of shares it may repurchase in the open market.
−Removed: For the three months ended December 31, 2021, the Company’s employees surrendered shares of Class A Common Stock in connection with the required tax withholding resulting from the vesting of restricted stock.
−Removed: The Company paid these withholding taxes on behalf of the related employees.
−Removed: These shares of Class A Common Stock were subsequently retired and no longer remained outstanding as of December 31, 2021.
−Removed: The following table details those shares withheld during the fourth quarter of 2021:
−Removed: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet Be Purchased Under the Program
+Added: In the three months ended December 31, 2022, the Company granted 751,784 shares of Class A Common Stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act.
+Added: Of these, 68,452 shares were granted to employees as inducement for employment, 100,000 shares were issued to a member of management of a subsidiary for payment in the acquisition of the remaining interest in the majority-owned subsidiary, 174,999 shares were issued as purchase consideration in connection with the acquisition of a company and 408,333 shares were issued to the previous owners of this company with vesting conditions based upon continued employment.
+Added: The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of these shares.
+Added: Purchase of Equity Securities by the Issuer and Affiliated Purchasers
+Added: On March 1, 2023, the Board authorized an extension and a $125,000,000 increase in the size of our previously approved stock repurchase program (the “Repurchase Program”).
+Added: Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $250,000,000 of shares of our outstanding Class A Common Stock, with any previous purchases under the Repurchase Program continuing to count against that limit.
+Added: The Repurchase Program will expire on March 1, 2026.
+Added: Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices (including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act), in privately negotiated transactions, or through other means.
+Added: The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant.
+Added: The Repurchase Program may be suspended, modified or discontinued at any time without prior notice.
+Added: Our board of directors will review the Repurchase Program periodically and may authorize adjustments of its terms.
+Added: Pursuant to its Combined Credit Agreement (as defined and discussed in Note 11 of the Notes included herein) and the indenture governing the 5.625% Notes, the Company is currently limited as to the dollar value of shares it may repurchase in the open market.
+Added: The following table details our monthly shares repurchased during the fourth quarter of 2022 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:
+Added: Period Total Number of Shares Purchased (1)
+Added: Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
10/1/2022 - 10/31/2022
1 unchanged sentence
11/1/2022 - 11/30/2022
+Added: 1,040,262 7.54 1,040,262 81,337,610
+Added: 12/1/2022 - 12/31/2022
+Added: 1,680,539 6.42 1,180,353 73,309,347
Total 3,714,630 $ 7.11 3,188,333 $ 73,309,347
+Added: (1) Includes 526,297 shares repurchased to settle employee tax withholding obligations related to the vesting of restricted stock awards and restricted stock units.
Selected Financial Data
1 unchanged sentence
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.