Common
Stock Purchase
As
previously reported on a Form 8-K filed on May 14, 2020, the Company entered into an Underwriting Agreement with Goldman
Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed therein (the
“Equity Underwriting Agreement”), pursuant to which the Company agreed to sell, and
the underwriters listed therein agreed to purchase, subject to the terms and conditions set forth therein, 16,666,667 shares
of the Company’s common stock and, at the option of the underwriters listed therein, an additional 2,500,000 shares of
the Company’s common stock, in each case, at a public offering price of $18.00 per share (the “Common Stock
Offering”). On May 15, 2020, the underwriters fully exercised their option to purchase the additional 2,500,000 shares
of the Company’s common stock in accordance with the terms of the Equity Underwriting Agreement. The issuance of the
additional 2,500,000 shares of the Company’s common stock closed on May 19, 2020.
The
Common Stock Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to a registration statement on Form S-3 (Registration No. 333-238149) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2020. The material terms of the Common Stock Offering are described in the prospectus
supplement, dated May 11, 2020, filed by the Company with the Commission on May 13, 2020, pursuant to Rule 424(b)(5) of the
Securities Act, which relates to the offer and sale of the shares of common stock and supplements the preliminary prospectus supplement relating to the Common Stock Offering, dated May 11, 2020, that constitutes a part of the Registration Statement.
Convertible
Notes Purchase
As
previously reported on a Form 8-K filed on May 14, 2020, the Company entered into an
Underwriting Agreement with Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters
listed therein (the “Convertible Notes Underwriting Agreement”), pursuant to which the Company agreed to sell, and
the underwriters listed therein agreed to purchase, subject to the terms and conditions set forth therein, $300,000,000 aggregate
principal amount of 2.75% Convertible Senior Notes due 2026 (the “Notes”) and, at the option of the underwriters therein,
up to an additional $45,000,000 aggregate principal amount of such Notes (the “Purchase Option”). On May 15, 2020,
the underwriters exercised in part their Purchase Option and purchased an additional $30,495,000 aggregate principal amount of
the Notes in accordance with the terms of the Convertible Notes Underwriting Agreement (the “Convertible Notes Purchase”).
The Convertible Notes Purchase closed on May 19, 2020.
The Notes were registered under the Securities Act, pursuant to the Registration Statement, filed with the Commission on May
11, 2020. The material terms of the Notes are described in the prospectus supplement, dated May 11, 2020, filed by the Company
with the Commission on May 13, 2020, pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale
of the Notes and supplements the preliminary prospectus supplement relating to the sale of the Notes, dated May 11, 2020,
that constitutes a part of the Registration Statement.