PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We have entered into a distribution agreement, dated November 6, 2020, with each of the sales agents, forward sellers and
forward purchasers under which we may issue and sell up to $1,000,000,000 in the aggregate of shares of our common stock from time to time through the sales agents acting as sales agents or directly to the sales agents acting as principals for the
offer and sale of shares of our common stock. Further, the distribution agreement provides that, in addition to the issuance and sale of shares of our common stock by us through the sales agents, we also may deliver from time to time instructions to
any sales agent specifying that such sales agent, as a forward seller, use commercially reasonable efforts to sell shares of our common stock borrowed by the applicable forward purchaser in connection with one or more forward sale agreements, as
described below. In no event will the aggregate number of shares of our common stock sold through the sales agents, each as an agent for us, as principal and as a forward seller, under the distribution agreement have an aggregate sales price in
excess of $1,000,000,000.
The sales, if any, of shares of our common stock under the distribution agreement will be made
in at the market offerings as defined in Rule 415 of the Securities Act, including sales made directly on the Nasdaq Global Select Market, the existing trading market for shares of our common stock, or sales made to or through a market
maker or through an electronic communications network. In addition, shares of our common stock may be offered and sold by such other methods, including privately negotiated transactions (including block transactions), as we and any sales agent agree
to in writing.
We have also agreed to reimburse the sales agents, the forward sellers and the forward purchasers for
their reasonable and documented out-of-pocket expenses, including substantially all fees and expenses of counsel in connection with the at-the-market program. These reimbursed fees and expenses are deemed to be underwriting compensation to the sales agents under Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5110.
In connection with the sale of our common stock as contemplated in this prospectus supplement, the sales agents and the
forward purchasers may be deemed to be underwriters within the meaning of the Securities Act, and the compensation paid to the sales agents and the forward purchasers may be deemed to be underwriting commissions or discounts. We have
agreed to indemnify the sales agents and the forward purchasers against certain liabilities, including liabilities under the Securities Act.
If a sales agent or we have reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under
the Exchange Act are not satisfied, that party will promptly notify the other and sales of common stock under the distribution agreement will be suspended until that or other exemptive provisions have been satisfied in the judgment of the sales
agents and us.
We estimate that the total expenses from this offering payable by us, excluding compensation payable to
the sales agents under the distribution agreement, will be approximately $934,000.
We intend to report to the SEC at
least quarterly (1) the number of shares of our common stock sold through the sales agents in connection with at-the-market sales as described below under
Sales Through Sales Agents, (2) the number of borrowed shares of our common stock sold by the forward sellers, as agents for the forward purchasers, in connection with the forward sale agreements as described below under
Sales Through Forward Sellers and (3) the net proceeds received by us and the compensation paid by us to the sales agents in connection with transactions described in clauses (1) and (2).
Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The
Depository Trust Company or by such other means as we and the sales agents may agree upon. The offering of common stock pursuant to the distribution agreement will terminate upon the earlier of (1) the sale, under the distribution agreement, of
shares of our common stock with an aggregate sales price of $1,000,000,000, and (2) the termination of the distribution agreement, pursuant to its terms, by either all of the sales agents or us.
In the ordinary course of their business, certain of the sales agents and/or their affiliates have in the past performed, and
may continue to perform, investment banking, broker dealer, lending, financial advisory or other services for us for which they have received, or may receive, separate fees.
The sales agents and their affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their business, the sales agents and
their affiliates may make or hold a broad array of investments and
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