The respective aggregate offering amounts of the Currently Offered Shares are equal to the amounts that remained unsold under each of the Company’s previously existing at-the-market offerings as of their termination in connection with the consolidation. Each Prospectus Supplement Annex describes the specific terms of the applicable individual at-the-market offering of shares to which it relates, and in the case of the Prospectus Supplement Annexes related to shares of preferred stock, also describes the specific terms of the applicable preferred stock. The Base Prospectus Supplement describes the terms applicable to the Company’s at-the-market offerings of Shares more generally.
Upon delivery of a placement notice for a particular class or series of Shares, and subject to the terms and conditions of the Omnibus Sales Agreement, the Agents may sell such Shares by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or any other method permitted by law, which may include negotiated transactions or block trades. The Company may sell the Shares through the Agents in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Omnibus Sales Agreement, but neither it nor the Agents have any obligation to sell any of the Shares in the Offering. No assurance can be given that the Company will sell any Shares under the Omnibus Sales Agreement, or, if it does, as to the price, amount or class or series of Shares that it sells or the dates when such sales will take place. The Company will only sell Shares through one Agent with respect to a given class or series of Shares on any single day, subject to a limited exception applicable to block sale transactions conducted after market close. Sales pursuant to the Omnibus Sales Agreement may be made through an affiliate of an Agent.
The Company or the Agents may suspend or terminate any offering of Shares in the Offering upon notice to the other parties and subject to other conditions. Each Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices.
The Company has agreed to pay the Agents’ commissions for their respective services in acting as agents in the sale of the Shares in the amount of up to 2.0% of the aggregate gross proceeds it receives from each sale of Shares pursuant to the Omnibus Sales Agreement. The Company has also agreed to provide the Agents with customary indemnification and contribution rights.
A copy of the Omnibus Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Omnibus Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the shares of STRF Stock, STRC Stock, STRD Stock and Common Stock constituting Currently Offered Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
Latham & Watkins LLP, counsel to the Company, has issued a legal opinion relating to shares of STRK Stock constituting Currently Offered Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.2 hereto.
The Currently Offered Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Currently Offered Shares will be made only by means of the Base Prospectus Supplement and the applicable Prospectus Supplement Annex. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
The information set forth in Item 8.01 of this Current Report on Form 8-K related to the Omnibus Sales Agreement (as defined therein) is incorporated herein by reference.
