Dividends on the shares of the Perpetual Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company's board of directors, or an authorized committee thereof, at the rate per annum of 6.75% on the liquidation preference of $1,000 per share of the Perpetual Convertible Preferred Stock.
The dividends may be paid in cash, by delivery of shares of the Company's common stock or through any combination of cash and shares of the Company's common stock, as determined by the Company. Declared dividends will be payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing December 1, 2015. The Perpetual Convertible Preferred Stock has no maturity date, unless earlier converted or purchased. The Perpetual Convertible Preferred Stock will not be redeemable.
Holders of the Perpetual Convertible Preferred Stock will have the right to convert their shares of the Perpetual Convertible Preferred Stock into shares of common stock of the Company at any time. The initial conversion rate will be 56.7666 shares of common stock for each share of Perpetual Convertible Preferred Stock (subject to adjustment in certain circumstances), which is equal to an initial conversion price of approximately $17.62 per share of common stock.
In addition, on or after September 6, 2020, the Company may cause all or any portion of the Perpetual Convertible Preferred Stock to be converted, at its option, into shares of common stock of the Company at the then-prevailing conversion rate, subject to certain conditions.
The Company estimates that the net proceeds from this offering will be approximately $626.1 million, after deducting the underwriters' discount and estimated offering expenses. The Company intends to use the net proceeds from this offering for general corporate purposes, including funding working capital and growth initiatives.
Goldman, Sachs & Co., BofA Merrill Lynch, Deutsche Bank Securities, Morgan Stanley, J.P. Morgan and Macquarie Capital are acting as joint book-running managers and MCS Capital Markets, an affiliate of KKR, is acting as co-manager for the offering.
This offering is being made pursuant to a shelf registration statement which was filed with the Securities and Exchange Commission (the "SEC") and became effective on September 9, 2013. A preliminary prospectus supplement and the accompanying prospectus relating to these securities has been filed with the SEC and is available on the SEC's website at http://www.sec.gov.
Copies of the preliminary prospectus supplement and the accompanying prospectus relating to these securities may also be obtained by sending a request to: Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com; BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038, e-mail: dg.prospectus_requests@baml.com; Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, telephone: (800) 503-4611, e-mail: prospectus.cpdg@db.com; Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014, telephone: (866) 718-1649, e-mail: prospectus@morganstanley.com; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; or Macquarie Capital, Attn: Prospectus Department, 125 West 55th St, 22nd Floor, New York, NY, 10019, telephone: (212) 231-0440, e-mail: us.prospectus@macquarie.com
