• | the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of the Series D Preferred Stock plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date (as defined herein) and prior to the corresponding dividend payment date (as defined herein) for the Series D Preferred Stock, in which case no additional amount for such accumulated and unpaid dividends to be paid on such dividend payment date will be included in this sum) by (ii) the Common Stock Price (as defined herein); and |
• | (the “Share Cap”), subject to certain adjustments as explained herein; |
| | Per Share | | | Total(1) | |
Public offering price | | | $ | | | $ |
Underwriting discount | | | $ | | | $ |
Proceeds to us (before expenses) | | | $ | | | $ |
(1) | Assumes no exercise of the underwriters’ option to purchase additional shares. |
Morgan Stanley | | | Goldman Sachs & Co. LLC | | | J.P. Morgan | | | RBC Capital Markets |
UBS Investment Bank | | | Wells Fargo Securities |
Keefe, Bruyette & Woods | BTIG | Citigroup | Raymond James |
A Stifel Company |
Piper Sandler | | | Wedbush Securities |