ITEM 3.03 MATERIAL MODIFICATION
TO RIGHTS OF SECURITY HOLDERS
In
connection with the public offering by the Company of the Mandatory Convertible Preferred Stock,
the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of
the State of Delaware on May 26, 2020 to establish the designations, powers, preferences and rights of the Mandatory Convertible
Preferred Stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the amount payable with
respect thereto in the event of the Company’s voluntary or involuntary liquidation, winding-up or dissolution, restrictions
on the issuance of senior securities, the terms and conditions of conversion of the Mandatory Convertible Preferred Stock and the
voting rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon acceptance of
such filing.
Subject to certain exceptions, so
long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution will be declared or
paid on shares of Common Stock or any other class or series of stock ranking junior to the Mandatory Convertible Preferred Stock,
and no common stock or any other class or series stock ranking on parity with or junior to the Mandatory Convertible Preferred
Stock will be purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries unless, in
each case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid, or a sufficient
amount of cash or number of shares of Common Stock has been set apart for the payment of such dividends, on all outstanding shares
of Mandatory Convertible Preferred Stock. In addition, when dividends on shares of the Mandatory Convertible Preferred Stock (i)
have not been declared and paid in full on any dividend payment date, or (ii) have been declared but a sum of cash or number of
shares of Common Stock sufficient for payment thereof has not been set aside for the benefit of the holders, no dividends may be
declared or paid on any parity stock unless dividends are declared on the shares of Mandatory Convertible Preferred Stock on a
pro rata basis.
Unless earlier converted in accordance
with the terms of the Certificate of Designations, each share of Mandatory Convertible Preferred Stock will automatically convert
on June 1, 2023 (subject to postponement for certain market disruption events) into between 2.3834 and 2.9197 shares of Common
Stock, subject to customary anti-dilution adjustments. The number of shares of Common Stock issuable upon conversion will be determined
based on the average volume-weighted average price (VWAP) per share of Common Stock over the 20 consecutive trading day period
beginning on, and including, the 21st scheduled trading day immediately preceding June 1, 2023.
Subject
to the rights of holders of any class or series of the Company’s capital stock ranking senior to the Mandatory Convertible
Preferred Stock with respect to dividends, holders of Mandatory Convertible Preferred Stock will be entitled to receive, when,
as and if declared by the Company’s board of directors, or an authorized committee thereof, out of funds legally available
for payment, cumulative dividends at the annual rate of 5.50% of the liquidation preference of $100 per share, payable in cash
or, subject to certain limitations, by delivery of shares of Common Stock or any combination of cash and shares of Common Stock,
at the Company’s election. If declared, dividends on the Mandatory Convertible Preferred Stock will be payable quarterly
on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2020 and continuing to, and including,
June 1, 2023 to the holders of record of the Mandatory Convertible Preferred Stock as they appear on the Company’s stock
register at the close of business on the immediately preceding February 15, May 15, August 15 and November 15,
respectively. Until the Company amends or terminates its existing credit agreements that contain a restriction on its ability to
pay cash dividends on its capital stock, or such restrictions are no longer effective under the terms of such credit agreements,
the Company will pay the relevant dividend in shares of its Common Stock.
Upon the Company’s voluntary
or involuntary liquidation, winding-up or dissolution, each holder of Mandatory Convertible Preferred Stock will be entitled to
receive a liquidation preference in the amount of $100 per share of Mandatory Convertible Preferred Stock, plus an amount equal
to accumulated and unpaid dividends on such share, whether or not declared, to, but excluding, the date fixed for liquidation,
winding-up or dissolution to be paid out of the Company’s assets legally available for distribution to its stockholders,
after satisfaction of debt and other liabilities owed to the Company’s creditors and holders of shares of its stock ranking
senior to the Mandatory Convertible Preferred Stock and before any payment or distribution is made to holders of any stock ranking
junior to the Mandatory Convertible Preferred Stock (including Common Stock).
The above description of the Certificate
of Designations is qualified in its entirety by reference to the Certificate of Designations, which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated herein by reference.