Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of Notes exceed 37.5939 shares of common stock, subject to adjustment in the same manner as the conversion rate as set forth under Description of NotesConversion RightsConversion Rate Adjustments in the Preliminary Offering Memorandum.
As of March 31, 2021, on an as adjusted basis after giving effect to the offering and the use of proceeds to pay for the costs of the capped call transactions as described under Use of Proceeds in the Preliminary Offering Memorandum, the Issuer would have had long-term debt of approximately $2.7 billion, consisting of the Notes offered hereby, and $2.2 billion of other indebtedness (including current portion of long-term debt and excluding deferred financing costs and debt discounts) of the Issuers subsidiaries to which the Notes would have been structurally subordinated. In addition, as of March 31, 2021, on an as adjusted basis after giving effect to the offering and the use of proceeds to pay for the costs of the capped call transactions as described under Use of Proceeds, the Issuer would have had $839.4 of available liquidity, consisting of $558.3 million of cash and $281.1 of available borrowing capacity under certain of the Issuers subsidiaries revolving credit facilities.
This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the Notes or the offering thereof. This communication does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
The Notes and the shares of the Issuers common stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers are initially offering the Notes only to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act.
The Notes and the shares of the Issuers common stock issuable upon conversion of the Notes, if any, are not transferable except in accordance with the restrictions described under Transfer Restrictions in the Preliminary Offering Memorandum.
A copy of the Preliminary Offering Memorandum for the offering of the Notes may be obtained by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282-2198, telephone: (866) 471-2526, or email: ***@***; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717.
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