J.P. Morgan and Wells Fargo Securities are acting as the book-running managers for the offering.
In connection with the offering of shares of its common stock, the Company expects to enter into forward sale agreements with each of J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (or their respective affiliates), each referred to in this capacity as the forward purchaser. In connection with such forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 4,000,000 shares of the Company's common stock (or 4,600,000 shares if the underwriters' option is exercised in full and the Company elects to execute additional forward sale agreements). Pursuant to the terms of each forward sale agreement, and subject to its right to elect cash or net share settlement, the Company is obligated to issue and deliver, upon physical settlement of such forward sale agreement on one or more dates specified by the Company, the number of shares of the Company's common stock underlying such forward sale agreement in exchange for a cash payment per share equal to the forward sale price under such forward sale agreement. The Company expects to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the ...