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Unregistered Sales of Equity Securities
−Removed: On January 7, 2021, we completed the acquisition of 100% of Vast Holdings, Inc.
−Removed: (d/b/a CarStory) and issued 1,072,117 shares of our common stock as partial consideration for the acquisition.
−Removed: The issuance of such shares of common stock was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: See Note 4 — Acquisition to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information concerning the acquisition.
+Added: On June 18, 2021, we issued $625,000,000 in aggregate principal amount of 0.750% Convertible Senior Notes due 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.
+Added: The Notes are convertible into shares of our common stock on the terms set forth in the indenture governing the Notes.
+Added: The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering.
+Added: The Company relied on this exemption from registration based in part on representations made by the initial purchasers in the purchase agreement for the Notes.
+Added: The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act.
+Added: Any shares of the Company’s common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.
+Added: Initially, a maximum of 15,621,062 shares of the Company’s common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 24.9937 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
+Added: Additional information relating to the issuance of the Notes was provided in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021.
Use of Proceeds from Public Offering of Common Stock
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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.