Item 8.01 Other Events.
On
The Sales Agreement provides that, in addition to the issuance and sale of
shares of Common Stock by the Company to or through the Agents, the Company may
enter into forward sale agreements under the master forward confirmations
executed by and between the Company and each of the Forward Purchasers on
In no event will the aggregate number of shares of Common Stock sold through the
Agents or the Forward Sellers under the Sales Agreement and under any Forward
Sale Agreement have an aggregate gross sales price in excess of
The forward sale price per share under each Forward Sale Agreement will initially equal the product of (1) an amount equal to one minus the applicable forward selling commission and (2) the volume-weighted average price per share at which the borrowed shares of Common Stock were sold pursuant to the Sales Agreement by the relevant Forward Seller. Thereafter, the forward sale price will be subject to adjustment as described in the Forward Sale Agreement. The Forward Sale Agreements will provide that the forward sale price, as well as the sales prices used to calculate the initial forward sale price, will be subject to increase or decrease based on a floating interest rate factor equal to the overnight bank funding rate, less a spread, and subject to decrease by amounts related to expected dividends on the Common Stock during the term of the particular Forward Sale Agreement. If the overnight bank funding rate is less than the spread for the particular Forward Sale Agreement on any day, the interest factor will result in a daily reduction of the forward sale price.
The Company will not initially receive any proceeds from the sale of borrowed shares of Common Stock by a Forward Seller; however, the Company will receive proceeds upon future physical settlement of the relevant Forward Sale Agreement on dates specified by the Company on or prior to the maturity date of the relevant Forward Sale Agreement. If the Company elects to physically settle any Forward Sale Agreement by issuing and delivering shares of Common Stock, it will receive an amount of cash from the relevant Forward Purchaser equal to the product of the forward sale price per share under such Forward Sale Agreement and the number of shares of Common Stock underlying such Forward Sale Agreement subject to physical settlement.
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Although the Company expects to settle any Forward Sale Agreement with a full physical settlement, it may, except in limited circumstances, elect a cash or net share settlement for all or a portion its obligations under such Forward Sale Agreement. If the Company elects to cash settle or net share settle a Forward Sale Agreement, the Company may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
Sales of shares of Common Stock under the at the market equity distribution
program, if any, may be made (i) by any method or payment permitted by law to be
an "at the market offering" as defined in Rule 415 under the Securities Act of
1933, as amended, including sales made directly on or through the
The foregoing descriptions of the Sales Agreement and the Master Forward Confirmations do not purport to be complete and are qualified in their entirety by reference to (i) the Sales Agreement, which is filed as Exhibit 1.01 hereto, including the form of Master Forward Confirmation attached as Exhibit C thereto, and (ii) the separate Master Forward Confirmations, which are filed as Exhibits 99.01 - 99.05 hereto.
In connection with the issuance and sale of the shares of Common Stock, the Company is also filing a legal opinion regarding the validity of the shares of Common Stock as Exhibit 5.01 for the purpose of incorporating the opinion into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 1.01 Equity Distribution Sales Agreement, datedJanuary 11, 2021 by and among the Company andBofA Securities, Inc. ,Citigroup Global Markets Inc. ,J.P. Morgan Securities LLC ,Mizuho Securities USA LLC andWells Fargo Securities, LLC , as sales agents and as forward sellers, andBank of America, N.A .,Citibank, N.A .,JPMorgan Chase Bank, National Association ,New York Branch,Mizuho Markets Americas LLC (withMizuho Securities USA LLC acting as agent) andWells Fargo Bank, National Association , as forward purchasers. 5.01 Opinion ofMorgan, Lewis & Bockius LLP relating to the Common Stock. 23.02 Consent ofMorgan, Lewis & Bockius LLP with respect to its Opinion relating to the Common Stock (included in Exhibit 5.01).
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99.01 Master Forward Confirmation, datedJanuary 11, 2021 , between the Company andBank of America, N.A . 99.02 Master Forward Confirmation, datedJanuary 11, 2021 , between the Company andCitigroup Global Markets Inc. 99.03 Master Forward Confirmation, datedJanuary 11, 2021 , between the Company andJPMorgan Chase Bank, National Association ,New York Branch. 99.04 Master Forward Confirmation, datedJanuary 11, 2021 , between the Company andMizuho Markets Americas LLC (withMizuho Securities USA LLC acting as agent). 99.05 Master Forward Confirmation, datedJanuary 11, 2021 , between the Company andWells Fargo Bank, National Association . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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