2.50% Green Convertible Senior Notes
In August 2020, we issued $230,000,000 principal amount of its 2.50% Green Convertible Senior Notes due 2025 (the Green Notes). The
Green Notes were issued pursuant to, and are governed by, an indenture, dated as of August 11, 2020, between us and U.S. Bank National Association, as trustee.
The Green Notes are senior, unsecured obligations and (i) equal in right of payment with our existing and future senior, unsecured
indebtedness; (ii) senior in right of payment to our future indebtedness that is expressly subordinated to the Green Notes; (iii) effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the
collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our
The Green Notes will accrue interest at a rate of 2.50% per annum, payable semi-annually in arrears on February 15 and
August 15 of each year, beginning on February 15, 2021. The Green Notes will mature on August 15, 2025, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately before
May 15, 2025, noteholders will have the right to convert their Green Notes only upon the occurrence of certain events. From and after May 15, 2025, noteholders may convert their Green Notes at any time at their election until the close of
business on the second scheduled trading day immediately before the maturity date. At our option, we may settle conversions by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination of cash and shares of
our Class A common stock, at our election.
The initial conversion rate is 61.6808 shares of Class A common stock per $1,000
principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of
certain events. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change (as defined in the Green Note Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a
specified period of time.
The Green Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on
or after August 21, 2023 and on or before the 26th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Green Notes
to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price on (1) each of at least
20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately
before the date the Company sends such notice.
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.
Anti-Takeover Effects of Provisions of our Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware Law
Restated Certificate of Incorporation and Amended and Restated Bylaws Provisions
Our restated certificate of incorporation and amended and restated bylaws include a number of provisions that could deter hostile takeovers or
delay or prevent changes in control of the Company, including the following:
Dual class common stock. Our restated certificate of incorporation provides for a dual class common stock
structure pursuant to which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority