The company said it issued 30,000,000 shares of 6.75% Series B Mandatory Convertible Preferred Stock with an aggregate liquidation preference of $1,500,000,000 in a public offering on October 10, 2024. The total includes 3,000,000 shares issued when the underwriters fully exercised their over-allotment option.

1. 01

   The company said it issued 30,000,000 shares of 6.75% Series B Mandatory Convertible Preferred Stock with an aggregate liquidation preference of $1,500,000,000 in a public offering on October 10, 2024. The total includes 3,000,000 shares issued when the underwriters fully exercised their over-allotment option.

2. 02

   The company said the preferred stock accrues cumulative dividends at 6.75% per year, payable quarterly through October 1, 2027, in cash, common stock or a combination of both at the company's election. It said the preferred will automatically convert into between 0.2717 and 0.3260 shares of common stock per preferred share on October 1, 2027.

3. 03

   The company said it intends to use the net proceeds for a portion of the cash consideration due in the GCP Acquisition of the international business of GLP Capital Partners Ltd., along with related fees and expenses, and/or for general corporate purposes, including debt repayment and other strategic acquisitions. It also said that if the GCP Acquisition is terminated under its terms, or its board determines in good faith that the closing will not occur, it may redeem all of the Series B Mandatory Convertible Preferred Stock.

4. 04

   The company said it entered into an underwriting agreement with Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. on October 8, 2024, and the offering closed on October 10, 2024. Under the agreement, subject to certain exceptions, it agreed not to sell or transfer common stock for 45 days from October 8, 2024 without the written consent of the underwriters.

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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