Principal Amount of Notes | Number of Shares of Common Stock | |||||||||||||||||||
Beneficially
Owned and |
Percentage of | Owned After | ||||||||||||||||||
Offered | Notes | Beneficially | Offered | Completion of | ||||||||||||||||
Selling Securityholder (1) | Hereby (1) | Outstanding | Owned(1)(2) | Hereby | the Offering (3) | |||||||||||||||
AQR Opportunistic Premium
Offshore Fund(4) |
1,500,000 | 1.50 | 140,515 | 140,515 | 0 |
(1) | Amounts indicated may be in excess of the total amount registered due to sales or transfers exempt from the registration requirements of the Securities Act since the date upon which the selling holders provided to us in the information regarding their notes. |
(2) | Assumes a conversion rate of 93.6768 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $10.68 per share of common stock) and a cash payment in lieu of any fractional share interest. However, this conversion price will be subject to adjustment as described under Description of Notes Conversion Rights. As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. This prospectus shall also cover any additional shares of our common stock which become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock. | |
(3) | Assumes the sale of all notes and shares of common stock issuable upon conversion thereof offered pursuant to this prospectus. | |
(4) | This selling securityholder is a non-public entity. AQR Capital Management, LLC is the investment advisor of the selling securityholder and has delegated investment management authority to CNH Partners, LLC (CNH). As sub-advisor, CNH has sole voting and dispositive power over the securities held by the selling securityholder and exercises full discretionary control relating to all investment decisions made on behalf of the selling securityholder. Clifford S. Asness, David G. Kabiller, Robert J. Krail, John M. Liew, Jacques A. Friedman, Oktay Kurbanov, Bradley D. Asness, Ronen Israel, Lars Nielsen, Michael Mendelson, Stephen Mellas and Gregor Andrade are the investment principals for AQR Capital Management, LLC. Mark Mitchell and Todd Pulvino are the investment principals for CNH. |