Item 1.01 Entry into a Material Definitive Agreement.
On
Aggregate net proceeds to the Company, after deducting underwriting discounts
and commissions estimated offering expenses, were approximately
Indenture and Notes
The Notes are governed by the Indenture, dated as of
The Notes pay interest semi-annually in arrears on
The Notes are the Company's senior unsecured obligations that rank senior in right of payment to any of the Company's future indebtedness that is expressly subordinated in right of payment to the Notes, equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated (including the Company's 4.375% Convertible Senior Notes due 2022 and the Company's 4.75% Convertible Senior Notes due 2023), effectively junior in right of payment to any of the Company's existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness (including the Company's term loan and the Company's 3.75% Senior Secured Notes due 2027), and structurally subordinated to all existing and future indebtedness (including trade payables) and preferred equity of the Company's subsidiaries as well as to any of the Company's existing or future indebtedness that may be guaranteed by any of its subsidiaries (to the extent of any such guarantee).
At any time prior to the close of business on the business day immediately
preceding
Prior to the close of business on the business day immediately preceding
(i) during any calendar quarter commencing after
(ii) during the five consecutive business day period after any five consecutive
trading day period, or the measurement period, in which the Trading Price (as
defined in the Indenture) per
(iii) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
(iv) upon the occurrence of specified corporate events.
The Notes will be redeemable, in whole or in part, for cash at the Company's
option at any time, and from time to time, on or after
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more than 45 scheduled trading days' notice, if the last reported sale price per share of the Company's class A common stock exceeds 120% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders on a record date to receive the related interest payment). In addition, calling any note for redemption will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Notes in connection with such notice of redemption.
Upon a Fundamental Change (as defined in the Indenture), holders may require the Company to purchase the Notes in whole or in part for cash at a price equal to 100% of the principal amount of the Notes to be purchased, plus any accrued and unpaid interest to, but not including, the fundamental change purchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company, the Company's stockholders approving any plan or proposal for the liquidation or dissolution of the Company and certain de-listing events with respect to the Company's class A common stock. In addition, upon a Make-Whole Fundamental Change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Notes in connection with such Make-Whole Fundamental Change.
The Indenture provides that the following are events of default under the
Indenture: (a) failure to pay the principal of any Note (including the
fundamental change purchase price) when due and payable on the maturity date,
upon required repurchase, upon redemption, upon declaration of acceleration or
otherwise; (b) failure to pay interest when due and such failure continues for
30 days; (c) failure to observe or perform any other covenant contained in the
Notes or the Indenture and such failure continues for 60 days after the Company
receives written notice from the Trustee or holders of at least 25% of the
aggregate principal amount of the Notes; (d) failure by the Company to comply
with its obligation to convert the Notes in accordance with the Indenture upon
exercise of a holder's conversion right and that failure continues for five
business days following the due date for the delivery thereof; (e) failure by
the Company to comply with its obligations regarding a consolidation, merger or
sale; (f) failure by the Company to issue certain notices when due and such
failure continues for five business days; (g) failure by the Company to pay
beyond any applicable grace period, or the acceleration of indebtedness of the
Company or any of its subsidiaries in an aggregate amount greater than
If certain bankruptcy and insolvency-related events of defaults with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Notes will automatically become due and payable. If an event of default other than certain bankruptcy and insolvency-related events of defaults with respect to the Company occurs and is continuing, the Trustee by notice to the Company or the holders of the Notes of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may declare the principal of, and accrued and unpaid interest on, all of the then . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedMarch 24, 2022 , among the Company,BXMT Advisors L.L.C. andCitigroup Global Markets Inc. ,BofA Securities, Inc. ,Barclays Capital Inc. ,J.P. Morgan Securities LLC ,Morgan Stanley & Co. LLC andWells Fargo Securities, LLC . 4.1 Indenture, datedNovember 25, 2013 , between the Company andThe Bank of New York Mellon Trust Company , N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-14788) filed with the Commission onNovember 25, 2013 and incorporated herein by reference). 4.2 Fourth Supplemental Indenture, datedMarch 29, 2022 , between the Company andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 4.3 Form of 5.50% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.2). 5.1 Opinion ofVenable LLP . 5.2 Opinion ofSimpson Thacher & Bartlett LLP . 23.1 Consent ofVenable LLP (included in Exhibit 5.1). 23.2 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.2).
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