period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption or (4) upon the occurrence of specified corporate events. On or after December 15, 2026, until the close of business on the business day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Class A Common Stock or a combination of cash and shares of the Class A Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. The conversion rate for the Notes will initially be 13.9505 shares of the Class A Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $71.68 per share of the Class A Common Stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
The Company may not redeem the Notes prior to June 20, 2025. The Company may redeem for cash all or any portion of the Notes (subject to a partial redemption limitation as described in the Indenture), at the Company’s option, on or after June 20, 2025, if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.
A copy of the Indenture (including the form of the Note) is attached as an exhibit to this report and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
The Company estimates that the net proceeds from this offering will be approximately $194.6 million (or $223.9 million if the initial purchaser exercises its option to purchase Additional Notes in full), after deducting the initial purchaser’s discount and the Company’s estimated expenses related to the offering.
The Company used approximately $192.8 million of the net proceeds from the offering to repurchase approximately $148.2 million aggregate principal amount of the Company’s 0.250% Convertible Senior Notes due 2024 (the “2024 notes”) in the repurchase transactions described below. The Company intends to use the remainder of the net proceeds for working capital and other general corporate purposes, which may include potential acquisitions and strategic transactions as well as repurchases of its Class A Common Stock. From time to time, the Company evaluates potential acquisitions and strategic transactions of businesses, technologies, or products.
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