Capped Call Transactions. In connection with the pricing of the Notes, the Issuer entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce potential dilution to the Issuer’s common stock upon any conversion of Notes and/or offset any potential cash payments the Issuer is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $210.32, which represents a premium of approximately 100% over the Last Reported Sale Price of the Issuer’s common stock on September 13, 2022. If the initial purchasers exercise their option to purchase additional Notes, the Issuer expects to enter into additional capped call transactions with the option counterparties. The Issuer has been advised that, in connection with establishing their initial xxxxxx of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of the Issuer’s common stock and/or enter into various derivative transactions with respect to the Issuer’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Issuer’s common stock or the Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Issuer’s common stock and/or purchasing or selling the common stock or other securities of the Issuer in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during any observation period related to a conversion of Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Issuer’s common stock or the Notes, which could affect your ability to convert the Notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Notes, it could affect the number of shares and value of the consideration that you will receive upon conversion of the Notes. For a discussion of the potential impact of any market or other activity by the option cou...
Capped Call Transactions. In connection with the pricing of the Notes, the Issuer entered into capped call transactions with one or more of the underwriters or their respective affiliates (the “option counterparties”). The capped call transactions are expected generally to reduce potential dilution to the Issuer’s common stock upon any conversion of Notes and/or offset any cash payments the Issuer is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. Initial Conversion Rate: 24.6914 shares of common stock per $1,000 principal amount of Notes Initial Conversion Price: Approximately $40.50 per share of common stock Conversion Premium: Approximately 35% above the Price to Public of the Shares Make-Whole Premium Upon Conversion Upon a Make-Whole Fundamental Change: If certain corporate events as described in the preliminary prospectus supplement for the Notes occur at any time prior to the maturity date, each of which is referred to as a “make-whole fundamental change,” the conversion rate for any Notes converted following such make-whole fundamental change will, in certain circumstances and for a limited period of time, be increased by a number of additional shares of common stock. The number of additional shares by which the conversion rate will be increased per $1,000 principal amount of notes will be determined by reference to the following table and is based on the effective date of such make-whole fundamental change and the applicable “stock price” (as defined in the preliminary prospectus supplement for the Notes) per share of common stock for the make-whole fundamental change: Effective Stock Price Date $30.00 $35.00 $40.50 $45.00 $50.00 $60.00 $70.00 $80.00 $100.00 $120.00 $140.00 $160.00 August 12, 2016 8.6419 6.3246 4.6264 3.6504 2.8508 1.8078 1.1899 0.8018 0.3732 0.1648 0.0562 0.0031 July 1, 2017 8.6419 6.2403 4.4654 3.4607 2.6502 1.6190 1.0290 0.6710 0.2938 0.1218 0.0381 0.0018 July 1, 2018 8.6419 6.0691 4.2032 3.1704 2.3562 1.3583 0.8171 0.5058 0.1999 0.0738 0.0192 0.0004 July 1, 2019 8.6419 5.7466 3.7654 2.7089 1.9094 0.9930 0.5424 0.3065 0.1002 0.0275 0.0027 0.0000 July 1, 2020 8.6419 5.1146 2.9521 1.8956 1.1758 0.4818 0.2151 0.1021 0.0223 0.0014 0.0000 0.0000 July 1, 2021 8.6419 3.8800 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case if the stock price is: · bet...
Capped Call Transactions. In connection with the pricing of the Notes, the Issuer expects to enter into a capped call transaction with the Option Counterparty. The capped call transaction is intended to reduce the dilutive impact of the conversion feature of the Notes on the Issuer’s outstanding shares of common stock and/or offset any cash payments the Issuer will be required to make in excess of the principal amount, upon any conversion of the Notes, with such reduction and/or offset subject to a cap. If the underwriters exercise their overallotment option to purchase additional Notes, the Company expects to enter into an additional capped call transaction. In connection with establishing their initial hedge of the capped call transaction, the Option Counterparty and/or its affiliates expect to enter into various derivative transactions with respect to the Issuer’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Issuer’s common stock or the Notes at that time. In addition, the Option Counterparty and/or its affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Issuer’s common stock and/or purchasing or selling the Issuer’s common stock in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during any observation period related to a conversion of Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Issuer’s common stock or the Notes, which could affect a holder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, could affect the amount and value of the consideration that a holder will receive upon conversion of the Notes. For a discussion of the potential impact of any market or other activity by the Option Counterparty and/or its affiliates in connection with the capped call transaction, see “Risk Factors-Risk Factors Related to the Notes and Our Common Stock-The capped call transaction may affect the value of the Notes and our common stock” in the Preliminary Prospectus Supplement. Increase in Conversion Rate Upon a
Capped Call Transactions. In connection with the pricing of the Notes, the Issuer entered into capped call transactions with the option counterparties. The capped call transactions are expected to reduce the potential dilution to the Issuer’s common stock and/or offset any cash payments due in excess of the principal amount of converted Notes, as the case may be, upon any conversion of the Notes, with such reduction and/or offset subject to a cap. If the underwriters exercise their over-allotment option, the Issuer may enter into additional capped call transactions. Trade Date: July 16, 2014. Settlement Date: July 21, 2014. CUSIP: 493723 AA8 ISIN: US493723AA84 Joint Book-Running Managers: RBC Capital Markets, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-Manager: SunTrust Xxxxxxxx Xxxxxxxx, Inc. Increase in Conversion Rate Upon Conversion Upon a Make-Whole Fundamental Change or the Hexis Spin-off: Following a “make-whole fundamental change” (as defined in the Preliminary Prospectus Supplement) that occurs prior to the Maturity Date or following the Issuer’s delivery of a notice of the record date of the “Hexis spin-off” (as defined in the Preliminary Prospectus Supplement), the Issuer will increase the conversion rate for a holder who elects to convert its notes in connection with such make-whole fundamental change or such Hexis spin-off, as the case may be, in certain circumstances, as described under “Description of Notes—Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-whole Fundamental Change or the Hexis Spin-off” in the Preliminary Prospectus Supplement. The following table sets forth the number of additional shares, if any, by which the conversion rate will be increased per $1,000 principal amount of Notes for conversions in connection with a make-whole fundamental change or the Hexis spin-off, as the case may be, for each stock price and effective date set forth below: Stock Price Effective Date $12.11 $13.00 $14.00 $14.83 $16.00 $17.50 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 July 21, 2014 15.1670 12.5323 10.2007 8.6541 6.9256 5.2789 3.4565 1.5796 0.7217 0.2903 0.0745 0.0000 July 15, 2015 15.1670 11.6923 9.3321 7.7910 6.1013 4.5331 2.8640 1.2436 0.5430 0.2011 0.0385 0.0000 July 15, 2016 15.1670 10.9077 8.4571 6.8914 5.2213 3.7309 2.2375 0.9148 0.3823 0.1277 0.0133 0.0000 July 15, 2017 15.1670 10.2462 7.5729 5.9198 4.2294 2.8211 1.5550 0.5972 0.2437 0.0717 0.0013 0.0000 July 15, 2018 15.1670 9.5862 6.4079 4.5529 2.8275 1.6051 0.7575 0.2...
Capped Call Transactions. In connection with the pricing of the notes, we entered into capped call transactions with one or more of the initial purchasers or their respective affiliates (the “option counterparties”). If the initial purchasers exercise their over-allotment option, we expect to enter into additional capped call transactions with the option counterparties. The capped call transactions are expected generally to reduce the potential dilution upon conversion of the notes and/or offset any cash payments we are required to make in excess of the principal amount of any converted notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the initial conversion price of the notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the notes. If, however, the market price per share of our common stock, as measured under the Xxx B-2 terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, upon conversion of the notes to the extent that such market price exceeds the cap price of the capped call transactions. The cap price will initially be 70% above the last reported sale price of our common stock on the NASDAQ Global Select Market on June 24, 2014 and is subject to customary anti-dilution adjustments.
Capped Call Transactions. One or more call options referencing Forestar Group’s common stock purchased by Forestar Group in connection with the issuance of Convertible Bond Indebtedness with a strike or exercise price (howsoever defined) initially equal to the conversion or exchange price (howsoever defined) of the related Convertible Bond Indebtedness (subject to rounding) and limiting the amount deliverable to Forestar Group upon exercise thereof based on a cap or upper strike price (howsoever defined).
Capped Call Transactions. “Capped Call Transactions” shall mean the capped call transactions evidenced by the Capped Call Documentation.
