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• | the impact of the COVID-19 outbreak and policy responses on economic conditions, access to capital, our business and results of operations; |
• | market conditions in the broader stock market; |
• | actual or anticipated fluctuations in our quarterly financial and operating results; |
• | introduction of new products or services by us or our competitors; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industries; |
• | strategic actions by us, our customers or our competitors, such as acquisitions or restructurings, including the recently completed Reverse Morris Trust transaction between us and Trane Technologies plc (formerly Ingersoll-Rand plc); |
• | changes in accounting standards, policies, guidance, interpretations or principles; |
• | issuance of new or changed securities analysts’ reports or recommendations or termination of coverage of our common stock by securities analysts; |
• | guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; |
• | sales, or anticipated sales, of large blocks of our stock; |
• | the granting or exercise of employee stock options; |
• | volume of trading in our common stock; |
• | additions or departures of key personnel; |
• | regulatory or political developments; |
• | litigation and governmental investigations; |
• | changing economic conditions; |
• | defaults on our indebtedness; and |
• | exchange rate fluctuations. |
• | Internal reorganization of Trane to separate and consolidate specified assets and liabilities used in the Ingersoll Rand Industrial business under Ingersoll Rand Industrial (the “Separation”); |
• | Incurrence of Ingersoll Rand Industrial debt; |
• | Distribution of Ingersoll Rand Industrial common stock pro rata to Trane stockholders (the “Distribution”); and |
• | Merger of Charm Merger Sub, Inc., a wholly-owned subsidiary of the Company, with and into Ingersoll Rand Industrial, with Ingersoll Rand Industrial surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). |
• | The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 was prepared based on |
(1) | the historical audited consolidated statement of operations of Ingersoll Rand for the year ended December 31, 2020; and |
(2) | the historical unaudited condensed combined statement of operations and comprehensive income of Ingersoll Rand Industrial for the period from January 1, 2020 to February 29, 2020 as derived from the historical records of Ingersoll Rand Industrial. |
| | Historical Ingersoll Rand | | | Historical Ingersoll Rand Industrial (1/1/2020 – 2/29/2020) | | | Transaction Adjustments | | | Note 5 | | | Transaction Combined | |
Revenues | | | $4,910.2 | | | 469.9 | | | 17.9 | | | (a) | | | $5,398.0 |
Cost of sales | | | 3,296.8 | | | 312.7 | | | (116.2) | | | (b) | | | 3,494.2 |
| | | | | | 0.9 | | | (c) | | | ||||
Gross Profit | | | 1,613.4 | | | 157.2 | | | 133.2 | | | | | 1,903.8 | |
Selling and administrative expenses | | | 894.8 | | | 107.3 | | | 0.1 | | | (c) | | | 1,002.2 |
Amortization of intangible assets | | | 395.8 | | | 9.8 | | | (47.3) | | | (d) | | | 358.3 |
Impairment of other intangible assets | | | 19.9 | | | — | | | — | | | | | 19.9 | |
Other operating expense, net | | | 217.2 | | | 3.8 | | | (42.3) | | | (e) | | | 178.7 |
Operating Income | | | 85.7 | | | 36.3 | | | 222.7 | | | | | 344.7 | |
Interest expense | | | 111.1 | | | — | | | 5.9 | | | (f) | | | 117.0 |
Loss on extinguishment of debt | | | 2.0 | | | — | | | — | | | | | 2.0 | |
Other income, net | | | (8.0) | | | — | | | — | | | | | (8.0) | |
(Loss) Income Before Income Taxes | | | (19.4) | | | 36.3 | | | 216.8 | | | | | 233.7 | |
Provision for income taxes | | | 13.0 | | | 9.4 | | | 48.1 | | | (g) | | | 70.5 |
Net (Loss) Income | | | (32.4) | | | 26.9 | | | 168.7 | | | | | 163.2 | |
Less: Net income attributable to non-controlling interests | | | 0.9 | | | 0.8 | | | — | | | | | 1.7 | |
Net (Loss) Income attributable to Ingersoll Rand Inc. | | | $(33.3) | | | 26.1 | | | 168.7 | | | | | 161.5 | |
| | | | | | | | | | ||||||
Basic (loss) earnings per share | | | $(0.09) | | | | | | | (h) | | | 0.39 | ||
Diluted (loss) earnings per share | | | $(0.09) | | | | | | | (i) | | | 0.38 | ||
| | | | | | | | | | ||||||
Weighted average shares, basic | | | 382.8 | | | | | | | (h) | | | 417.4 | ||
Weighted average shares, diluted | | | 382.8 | | | | | | | (i) | | | 421.8 |
Purchase Price | | | Estimated Fair Values |
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock(1) | | | $6,919.5 |
Fair value attributable to pre-merger service for replacement equity awards(2) | | | 8.6 |
Fair value attributable to pre-merger service for deferred compensation plan(3) | | | 8.9 |
Total purchase consideration | | | 6,937.0 |
Purchase Price Allocation | | | |
Cash | | | $38.8 |
Accounts receivable | | | 585.8 |
Inventories | | | 625.4 |
Other current assets | | | 87.2 |
Property, plant and equipment | | | 516.5 |
Goodwill | | | 4,899.2 |
Intangible assets | | | 3,766.6 |
Other non-current assets | | | 270.9 |
Total current liabilities | | | (753.0) |
Deferred tax liability | | | (842.4) |
Long-term debt, net of debt issuance costs | | | (1,851.7) |
Other non-current liabilities | | | (333.0) |
Non-controlling interest | | | (73.3) |
| | $6,937.0 |
(1) | Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020. |
(2) | Represents the fair value of the replacement equity awards to the extent those related to services provided by the employees of Ingersoll Rand Industrial prior to closing. |
(3) | Represents the fair value of the deferred compensation plan liabilities that must be settled in shares of the plan sponsor’s common stock. |
(a) | Reflects a $17.9 million increase in Revenues for the removal of the adjustment to deferred revenues as this amount is not expected to have a continuing impact on Ingersoll Rand’s operations. The estimated fair value of deferred revenue of $104.6 million was determined based on the estimated costs to fulfill the remaining performance obligations plus a normal profit margin. |
(b) | Reflects $116.2 million reduction of Cost of sales for the removal of the total inventory step-up amortization as this amount is not expected to have a continuing impact on Ingersoll Rand’s operations. The estimated fair value step-up of inventories was amortized to Cost of sales as the inventory was sold within a period of four months from the acquisition date. |
(c) | Reflects the increase in depreciation expense of $0.9 million to Cost of sales and $0.1 million to Selling and administrative expenses based on the following estimated fair value step-up of the depreciable fixed assets acquired and assigned estimated remaining useful lives. |
(Dollars in millions) | | | Carrying value | | | Estimated fair value | | | Step-up | | | Average remaining useful lives (years) | | | Increase in depreciation expense for the period 1/1/2020- 2/29/2020 |
Land and buildings | | | $174.9 | | | $215.1 | | | $40.2 | | | 32 | | | $0.1 |
Machinery and equipment | | | 207.4 | | | 256.9 | | | 49.5 | | | 12 | | | 0.8 |
Office furniture and equipment | | | 8.9 | | | 13.4 | | | 4.5 | | | 8 | | | 0.1 |
Other | | | 0.7 | | | 1.0 | | | 0.3 | | | 6 | | | — |
Construction in progress | | | 30.1 | | | 30.1 | | | — | | | N/A | | | — |
Total | | | $422.0 | | | $516.5 | | | $94.5 | | | | | $1.0 |
(d) | Reflects the net pro forma amortization expense adjustment of $47.3 million for the removal of $9.8 million of pre-acquisition amortization expense and $272.3 million of post-acquisition amortization expense recorded during the historical period, offset by new amortization expense of $234.8 million based on the estimated fair value of the definite life intangible assets and the respective assigned estimated useful life. |
(Dollars in millions) | | | Carrying Value | | | Step-up | | | Estimated Fair Value | | | Estimated weighted average useful life (years) | | | Pro forma amortization for the year ended December 31, 2020 |
Trade names | | | $211.2 | | | $1,100.8 | | | $1,312.0 | | | Indefinite | | | $— |
Developed technology | | | 17.0 | | | 219.0 | | | 236.0 | | | 7 | | | 35.6 |
Customer relationships | | | 542.2 | | | 1,558.8 | | | 2,101.0 | | | 13 | | | 189.1 |
Backlog | | | — | | | 81.2 | | | 81.2 | | | < 1 | | | — |
Other | | | 42.5 | | | (6.1) | | | 36.4 | | | 2 | | | 10.1 |
Total acquired intangible assets | | | $812.9 | | | $2,953.7 | | | $3,766.6 | | | | | $234.8 | |
Less: pre-acquisition historical Ingersoll Rand Industrial amortization (January 1, 2020 - February 29, 2020) | | | | | | | | | | | 9.8 | ||||
Less: post-acquisition historical Ingersoll Rand Industrial (March 1, 2020 - December 31, 2020) | | | | | | | | | | | 272.3 | ||||
Total historical amortization expense | | | | | | | | | | | 282.1 | ||||
Pro forma adjustment | | | | | | | | | | | $(47.3) |
(e) | Reflects the pro forma adjustment to remove $42.3 million of transaction costs incurred by Ingersoll Rand directly attributable to the acquisition of Ingersoll Rand Industrial and that will not have an ongoing impact on the combined business. |
(f) | Reflects the pro forma adjustment to Interest expense, net to reflect a $5.8 million increase in interest expense resulting from interest on the new term debt to finance the acquisition of Ingersoll Rand Industrial and $0.1 million in amortization of related debt issuance costs. |
(g) | Reflects the income tax effect of the pro forma adjustments based on the estimated blended federal and state statutory tax rate of 22.2% for the year ended December 31, 2020. |
(h) | Reflects the impact on the basic weighted average shares outstanding for the year ended December 31, 2020 for the pro forma issuance of 211.0 million shares of Ingersoll Rand common stock issued in exchange for Ingersoll Rand Industrial outstanding common stock in accordance with the Merger Agreement. |
(i) | Reflects the impact on the diluted weighted average shares outstanding for the year ended December 31, 2020 for the pro forma issuance of 211.0 million shares of Ingersoll Rand common stock issued in exchange for Ingersoll Rand Industrial outstanding common and 4.4 million of potentially dilutive shares for the combined company. Due to the net loss in the year ended December 31, 2020 for Historical Ingersoll Rand, the potentially dilutive stock-based awards, inclusive of those issued as part of the Merger, are excluded from the computation of diluted loss per share. However, such potentially dilutive securities are included in the Transaction Combined computation of diluted earnings per share as there was net income on a pro forma basis. |
• | The anticipated benefits of our acquisition of the Ingersoll Rand Industrial business may not be realized fully or at all, may take longer to realize than expected and the integration process will be complex, costly and time-consuming, which could adversely affect our business, financial results and financial condition. |
• | The COVID-19 pandemic has adversely affected our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future; |
• | We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers. |
• | More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations. |
• | Shareholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks. |
• | Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows. |
• | We face competition in the markets we serve, which could materially and adversely affect our operating results. |
• | Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results. |
• | Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base. |
• | Credit and counterparty risks could harm our business. |
• | Acquisitions and integrating such acquisitions create certain risks and may affect our operating results. |
• | Dispositions create certain risks and may affect our operating results. |
• | Income generated by one of our equity method investments depends on the level of activity in the energy industry, which is significantly affected by volatile oil and gas prices. |
• | The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business. |
• | Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives. |
• | Our success depends on our executive management and other key personnel and our ability to attract and retain top talent throughout the Company. |
• | If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share. |
• | Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products. |
• | The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives. |
• | Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results. |
• | A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired. |
• | Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties. |
• | We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition. |
• | A natural disaster, catastrophe, pandemic or other event could adversely affect our operations. |
• | Information systems failure may disrupt our business and result in financial loss and liability to our customers. |
• | The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business. |
• | Environmental compliance costs and liabilities could adversely affect our financial condition. |
• | Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury. |
• | We face risks associated with our pension and other postretirement benefit obligations. |
• | Our substantial indebtedness could have important adverse consequences and adversely affect our financial condition. |
• | We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. |
• | Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition described above. |
• | The terms of the credit agreement governing the Senior Secured Credit Facilities may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions. |
• | Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. |
• | When we utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness, we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments. |
• | If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected. |
• | The Company may face risk associated with the discontinuation of and transition from currently used financial reference rates. |
| | Shares Beneficially Owned Prior to Offering and the Concurrent Share Repurchase | | | Shares to be Sold in this Offering | | | Shares Beneficially Owned After Offering and the Concurrent Share Repurchase | |||||||
Name of Beneficial Owner | | | Number | | | Percentage | | | Number | | | Percentage | |||
Investment funds affiliated with KKR(1) | | | 29,788,635 | | | 7.1% | | | 29,788,635 | | | — | | | — |
(1) | Includes 29,788,635 shares directly owned by KKR Renaissance Aggregator L.P. as of June 30, 2021. KKR Renaissance Aggregator GP LLC, as the general partner of KKR Renaissance Aggregator L.P., KKR North America Fund XI L.P., as the sole member of KKR Renaissance Aggregator GP LLC, KKR Associates North America XI L.P., as the general partner of KKR North America Fund XI L.P., KKR North America XI Limited, as the general partner of KKR Associates North America XI L.P., KKR Group Partnership L.P., as the sole shareholder of KKR North America XI Limited, KKR Group Holdings Corp., as the general partner of KKR Group Partnership L.P., KKR & Co. Inc., as the sole shareholder of KKR Group Holdings Corp., KKR Management LLP, as the Series I preferred stockholder of KKR & Co. Inc., and Messrs. Henry R. Kravis and George R. Roberts, as the founding partners of KKR Management LLP, may be deemed to be the beneficial owners having shared voting and investment power with respect to the shares described in this footnote. The principal business address of each of the entities and persons identified in this paragraph, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, NY 10001. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. |
• | the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder); |
• | the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes and certain other conditions are met. |
(a) | to any legal entity which is a “qualified investor” as defined under the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
• | our annual report on Form 10-K for the year ended December 31, 2020; |
• | our quarterly reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021; |
• | those portions of our definitive proxy statement on Schedule 14A filed on April 29, 2021 in connection with our 2021 annual meeting of shareholders that are incorporated by reference into our Form 10-K for the year ended December 31, 2020; |
• | our current reports on Form 8-K filed on March 4, 2020, March 31, 2020 (Form 8-K/A, excluding Exhibit 99.2), April 12, 2021, May 13, 2021, June 1, 2021, and June 21, 2021; and |
• | the description of our common stock contained in our Registration Statement on Form 8-A filed on May 12, 2017, including any amendments or reports filed for the purposes of updating such description. |
• | We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers. |
• | More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations. |
• | Our revenues and operating results, especially in our Energy segment, depend on the level of activity in the energy industry, which is significantly affected by volatile oil and gas prices. |
• | Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows. |
• | Potential governmental regulations restricting the use, and increased public attention to and litigation regarding the impacts of hydraulic fracturing or other processes on which it relies could reduce demand for our products. |
• | We face competition in the markets we serve, which could materially and adversely affect our operating results. |
• | Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results. |
• | Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base. |
• | The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business. |
• | Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives. |
• | Our success depends on our executive management and other key personnel. |
• | Credit and counterparty risks could harm our business. |
• | If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share. |
• | Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products. |
• | The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives. |
• | U.S. Federal income tax reform could adversely affect us. |
• | A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired. |
• | Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties. |
• | We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition. |
• | Acquisitions and integrating such acquisitions create certain risks and may affect our operating results. |
• | A natural disaster, catastrophe or other event could result in severe property damage, which could adversely affect our operations. |
• | Information systems failure may disrupt our business and result in financial loss and liability to our customers. |
• | The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business. |
• | Environmental compliance costs and liabilities could adversely affect our financial condition. |
• | Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury. |
• | We face risks associated with our pension and other postretirement benefit obligations. |
• | Our substantial indebtedness could have important adverse consequences and adversely affect our financial condition. |
• | We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. |
• | Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition described above. |
• | The terms of the credit agreement governing the Senior Secured Credit Facilities may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions. |
• | Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. |
• | We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments. |
• | If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected. |
• | 1,000,000,000 shares of common stock, par value $0.01 per share, of which 198,939,476 shares are issued and outstanding and 1,937,480 shares are issued and held in treasury, as of September 30, 2018; and |
• | 100,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding. |
• | the designation of the series; |
• | the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding); |
• | whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; |
• | the dates at which dividends, if any, will be payable; |
• | the redemption rights and price or prices, if any, for shares of the series; |
• | the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; |
• | the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our Company; |
• | whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; |
• | restrictions on the issuance of shares of the same series or of any other class or series; and |
• | the voting rights, if any, of the holders of the series. |
• | prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or |
• | at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662∕3% of the outstanding voting stock that is not owned by the interested stockholder. |
• | the provision requiring a 662∕3% supermajority vote for stockholders to amend our bylaws; |
• | the provisions providing for a classified board of directors (the election and term of our directors); |
• | the provisions regarding resignation and removal of directors; |
• | the provisions regarding competition and corporate opportunities; |
• | the provisions regarding entering into business combinations with interested stockholders; |
• | the provisions regarding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provisions regarding filling vacancies on our board of directors and newly created directorships; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the amendment provision requiring that the above provisions be amended only with a 662∕3% supermajority vote. |
• | to or through underwriters or dealers; |
• | directly to one or more purchasers; or |
• | through agents. |
• | the name or names of any underwriters, dealers or agents and the amounts of shares underwritten or purchased by each of them; |
• | the offering price of the shares and the proceeds to the selling stockholders, and any underwriting discounts, commissions, concessions or agency fees allowed or reallowed or paid to dealers; |
• | any options under which underwriters may purchase additional shares from the selling stockholders; and |
• | any securities exchange or market on which the shares may be listed or traded. |
• | at a fixed price or at prices that may be changed from time to time; |
• | at market prices prevailing at the time of sale; |
• | at prices relating to such prevailing market prices; or |
• | at negotiated prices. |
• | our annual report on Form 10-K for the year ended December 31, 2017; |
• | our quarterly reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018; |
• | those portions of our definitive proxy statement on Schedule 14A filed on March 27, 2018, in connection with our 2018 annual meeting of shareholders that are incorporated by reference into our Form 10-K for the year ended December 31, 2017; |
• | our current reports on Form 8-K filed on January 8, 2018 (Item 5.02 only), February 13, 2018 (Item 5.02 only), May 7, 2018, May 15, 2018, August 3, 2018 (Item 8.01 only), September 14, 2018 and October 26, 2018 (Item 5.02 only); and |
• | the description of our common stock contained in the Registration Statement on Form 8-A filed on May 12, 2017, including any amendments or reports filed for the purposes of updating such description. |
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