the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of the notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of Common Stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Common Stock; (4) if the Company calls the notes for redemption; and (5) at any time from, and including, February 15, 2029 until the close of business on the second scheduled trading day immediately before the maturity date of the notes. The Company will settle conversions by paying or delivering, as applicable, cash or a combination of cash and shares of Common Stock, at the Company’s election, based on the applicable conversion rate(s). The consideration due upon the conversion of any note will be determined based on the conversion rate, the “daily VWAPs” per share of the Common Stock over an “observation period” consisting of 50 consecutive “VWAP trading days” and, in the case of combination settlement, the “specified dollar amount” (as those terms are defined in the Indenture) that applies to the conversion.
The initial conversion rate of the notes is 31.2864 shares of Common Stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $31.96 per share, and is subject to adjustment as provided for in the Indenture. If a “make-whole fundamental change” (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time.
Redemption Rights. The Company may redeem some or all of the notes at any time and from time to time on or after August 15, 2026, and on or before the 50th scheduled trading day immediately before August 15, 2029, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Common Stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding notes unless at least $100.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.
If the Company undergoes a fundamental change, as described in the Indenture, prior to the maturity date of the notes, holders of the notes will, subject to specified conditions, have the right to require the Company to repurchase their notes or a portion thereof for cash at a repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest on such notes to, but excluding, the “fundamental change repurchase date” (as defined in the Indenture).
Events of Default. The notes are subject to customary events of default, as set forth in the Indenture.
The foregoing description of the notes and the Indenture is a summary and does not purport to be a complete description of the parties’ rights and obligations under the notes and the Indenture. Accordingly, the above summary of the notes and the Indenture is qualified in its entirety by reference to the full text of the Indenture (which includes the form of the notes), a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K) and which is incorporated herein by reference.
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