The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to
reclaim a selling concession from a syndicate member when the underwriters, in covering short positions or making stabilizing purchases, repurchase Equity Units originally sold by that syndicate member.
Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have
the effect of preventing or retarding a decline in the market price of the Equity Units. They may also cause the price of the Equity Units to be higher than the price that would otherwise exist in the open market in the absence of these
transactions. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these
transactions, they may discontinue them at any time.
We expect to enter into capped call transactions with counterparties, including
certain of the underwriters or their affiliates, whom we refer to as the capped call counterparties, concurrently with the issuance of the Equity Units. We intend to use a portion of the net proceeds of this offering to pay the cost of
the capped call transactions.
In connection with establishing their initial hedges of these transactions, the capped call counterparties
have informed us that they or their affiliates expect to enter into various derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the Equity Units. These activities could have the effect of
increasing, or limiting a decline in the market price of our common stock and/or Equity Units concurrently with or shortly after the pricing of the Equity Units.
The capped call counterparties have also informed us that they or their affiliates are likely to modify their respective hedge positions by
entering into or unwinding various derivative transactions with respect to our common stock and/or by purchasing or selling our common stock in secondary market transactions while the Equity Units are outstanding. The effect, if any, of these
transactions and activities on the market price of our common stock or the Equity Units will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of our common stock
and the Equity Units, and as a result, the amount of cash and/or number of shares of our common stock, if any. See Description of the Capped Call Transactions and Risk FactorsRisk Factors Relating to the Equity Units.
The capped call transactions may affect the value of the Equity Units and our common stock.
This prospectus supplement and the
accompanying prospectus, as amended or supplemented, may be used in connection with the early settlement of the purchase contracts and the remarketing of the convertible preferred stock.
We estimate that the total expenses of the offering, excluding the underwriting discount, will be approximately $1.7 million and will be
payable by us.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute payments the underwriters may be required to make in respect of such liabilities.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates
have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the issuer, for which they received or will receive customary fees and expenses. In addition, certain of the
underwriters and their respective affiliates are lenders, and in some cases agents for the lenders, under our credit facilities, and an affiliate of one of the underwriters is acting as the purchase contract agent, and as the paying agent and
conversion agent for the convertible preferred stock.
Additionally, in the ordinary course of their various business activities, the
underwriters and their respective affiliates have made or held, and may in the future make or hold, a broad array of investments including serving as counterparties to certain derivative and hedging arrangements, and may have actively traded, and,
in the future
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