In addition, the Recent Developments section of the Prospectus Supplement is hereby amended to include the following:
In July 2023, we entered into separate equity distribution agreements, with each of Jefferies LLC (“Jefferies”) and Mizuho Securities USA LLC (“Mizuho” and, together with Jefferies, Regions and Truist, the “Sales Agents”). The existing equity distribution agreements with each of Regions and Truist and the separate equity distribution agreements with Jeffries and Mizuho (together, the “Equity Distribution Agreements”) provide that we may, from time to time, issue and sell shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $1 billion, through the Sales Agents or to them as principal for their own respective accounts. As of the date of this Supplement, approximately $771 million of common stock remain available for issuance under the Equity Distribution Agreements.
In addition, the Plan of Distribution section of the Prospectus Supplement is hereby amended and restated as follows:
PLAN OF DISTRIBUTION
We have entered into separate equity distribution agreements with each of Truist Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC and Regions Securities LLC, under which each will act as our sales agent (each, a “sales agent” and, collectively, the “sales agents”) in connection with the offer and sale of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus.
Upon written instructions from us, a sales agent will use its commercially reasonable efforts consistent with its sales and trading practices to sell, as our sales agent, shares of our common stock under the terms and subject to the conditions set forth in the respective equity distribution agreement. We will instruct each sales agent as to the amount of our common stock to be sold by it. We may instruct a sales agent not to sell shares of our common stock if the sales cannot be effected at or above the price designated by us in any instruction. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less the sales agent’s commission, discount or other compensation for such sales payable under the equity distribution agreements, will not be less than the net asset value per share of our common stock at the time of such sale, unless we have received requisite approval from our board of directors or a committee thereof, in accordance with the equity distribution agreements. We or the sales agent may suspend the offering of shares of our common stock upon proper notice and subject to other conditions. We cannot predict the number of such shares that we may sell hereby or if any such shares will be sold.
Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on The Nasdaq Global Select Market or a similar securities exchange or sales made to or through a market maker other than on an exchange at prices related to the prevailing market prices or at negotiated prices.
The sales agent will provide written confirmation of a sale to us following the close of trading on The Nasdaq Global Select Market each trading day on which shares of our common stock are sold under the applicable equity distribution agreement. Each confirmation will include the number of shares of our common stock sold, the net proceeds to us and the compensation payable by us to the sales agent in connection with the sales.
Under the terms of the equity distribution agreements, each of the sales agents will be entitled to compensation equal to up to 1.5% of the gross sales price of the shares of our common stock sold through it as sales agents. We have agreed to pay or reimburse certain of the expenses of the sales agents. We estimate that the total expenses for the offering, excluding compensation payable to the sales agents under the terms of each equity distribution agreement, will be approximately $1.3 million.
Settlement for sales of shares of our common stock will occur on the second trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the sales agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
Under the terms of the equity distribution agreements, we also may sell shares of our common stock to the sales agents as principal for their own accounts at a price agreed upon at the time of sale. The sales agents may offer the common stock sold to them as principal from time to time through public or private transactions at market prices prevailing at the time of sale, at fixed prices, at negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market prices. If we sell shares to a sales agent as principal, we will enter into a separate terms agreement with the applicable sales agent, setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement to the extent required by law.
We will report in a prospectus supplement and/or our filings under the Exchange Act, at least quarterly, the number of shares of our common stock sold through the sales agents under the equity distribution agreements and the net proceeds to us.