Registration No. 333-228333
Title of Each Class of Securities Offered | | | Amount to be registered(1) | | | Proposed maximum offering price per share | | | Maximum aggregate offering price(1) | | | Amount of registration fee(1)(2) |
6.00% Series C Mandatory Convertible Preferred Stock, par value $1.00 per share | | | 23,000,000 | | | $50.00 | | | $1,150,000,000 | | | $149,270 |
Common Stock, par value $0.01 per share | | | (3) | | | | | | | (4) |
(1) | Assumes full exercise of the underwriters’ option to purchase up to an additional 3,000,000 shares of 6.00% Series C Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), solely to cover over-allotments, if any. |
(2) | Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). |
(3) | Includes (i) 32,855,500 shares of common stock issuable upon conversion of 23,000,000 shares of Mandatory Convertible Preferred Stock at the initial maximum conversion rate of 1.4285 shares of common stock per share of Mandatory Convertible Preferred Stock and (ii) up to 17,382,931 shares of common stock issuable upon conversion of 23,000,000 shares of Mandatory Convertible Preferred Stock on the mandatory conversion date or an early conversion date or upon a conversion during a fundamental change conversion period on account of unpaid dividends or issuable in lieu of cash dividends, based on the initial floor price of $12.25 per share of common stock, as described in the accompanying prospectus supplement. The number of shares of our common stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock is subject to anti-dilution adjustments upon the occurrence of certain events described herein. Under Rule 416, the number of shares of common stock whose offer and sale are registered hereby includes an indeterminate number of shares of common stock that may be issued as a result of anti-dilution provisions of the Mandatory Convertible Preferred Stock. |
(4) | Under Rule 457(i), there is no additional filing fee payable with respect to the shares of common stock issuable upon conversion of the Mandatory Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege. |