The Company estimates that the net proceeds of this offering will be $198.3 million (or $212.9 million if the underwriters’ option to purchase additional notes is exercised in full), after deducting the underwriters’ discounts and commissions and estimated offering expenses. The Company expects to use approximately $15.2 million of the net proceeds from the offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to the Company from the sale of the warrants in the warrant transactions). The Company intends to use the remainder of the net proceeds of the offering for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures.
In connection with the convertible note hedge transactions and the separate warrant transactions, the Option Counterparties (or their affiliates) that will be parties to those transactions have advised the Company that they expect to enter into various derivative transactions in the Company’s common stock, and may purchase and sell the Company’s common stock in secondary market transactions, 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 Company’s common stock or the notes at that time. In addition, the Option Counterparties or affiliates thereof may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to the expected 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 Company’s common stock.