Item 7.01. Regulation FD Disclosure
As announced by
In connection with the issuance of shares of Series C common stock in the Dividend, an adjustment is required to be made to the conversion rate (the Conversion Rate) for the Company's 1.375% Cash Convertible Senior Notes due 2023 (the Notes) pursuant to the terms of the Indenture, dated
In calculating the appropriate adjustment to the Conversion Rate, the Company intends to apply the formula set forth in Section 12.04(c) of the Indenture for Distributed Property (as such term is defined in the Indenture) and to take into account the trading prices of the Series A common stock and the when-issued trading prices of the Series C common stock during the last ten trading days prior to and including the payment date. However, the Company retains the right to not use the when-issued trading prices for the Series C common stock in making the applicable adjustment to the Conversion Rate if, for example, no when-issued trading market develops or the Company determines that the when-issued trading prices are not reflective of the fair value of the Series C common stock. The Company will announce the actual adjustment to the Conversion Rate promptly following the payment date, and in any event prior to the opening of trading on
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the issuance and trading of the Series C common stock, adjustments to be made to the Conversion Rate under the Notes and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, our ability to satisfy the conditions to the Dividend and the creation and development of a when-issued trading market for the Series C common stock. These forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including the most recent Form 10-K and 10-Q, for additional information about the Company and about the risks and uncertainties related to the Company's business which may affect the statements made herein.
This Current Report on Form 8-K and the notice attached hereto as Exhibit 99.1 are being furnished to the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Name 99.1 Notice of Dividend and Adjustment To Base Conversion Rate, dated
June 17, 20142