Future sales of shares of our common stock could adversely affect the market price of our common stock
and may be dilutive to current shareholders.
Sales of shares of our common stock, or the perception that such sales could occur,
could adversely affect the price for our common stock. As of December 19, 2023, there were 187,500,000 shares of common stock authorized under our Amended and Restated Articles of Incorporation of which 126,126,716 shares were outstanding. Our
Board of Directors may authorize the issuance of additional authorized but unissued shares of our common stock or other authorized but unissued securities of ours at any time, including pursuant to our outstanding 6.50% exchangeable senior notes due
2026, equity incentive plans and stock purchase plans. In addition, we have filed an automatic shelf registration statement on Form S-3 with the SEC allowing us to offer, from time to time, an
indeterminate amount of securities, including common stock, subject to market conditions and other factors. Accordingly, we may, from time to time, seek to offer and sell shares of our common stock based upon market conditions and other factors.
This offering may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the
issuance of our common stock in this offering and the receipt of the expected net proceeds. The actual amount of dilution from this offering, or from any future offering of our equity securities, cannot be determined at this time. The market price
of our common stock could decline as a result of sales of a large number of shares of our common stock in the market pursuant to this offering, or otherwise, or as a result of the perception or expectation that such sales could occur.
The common stock offered hereby will be sold in
at-the-market offerings, and investors that buy shares at different times will likely pay different prices.
Investors that purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes
in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares
as a result of sales made at share prices lower than the prices they paid.
The actual number of shares we will issue under the equity distribution
agreement, at any one time or in total, is uncertain.
Subject to certain limitations in the equity distribution agreement and
compliance with applicable law, we have the discretion to offer and sell shares of our common stock at any time and through any of the agents throughout the term of the equity distribution agreement. The number of shares that are sold by the agents,
after acceptance of written instructions from us, will fluctuate based on the market price of our common stock during the sales period and limits we set with the agents. Moreover, the offer and sale of shares under this at-the-market program could be completed all at once, could occur immediately following the date of this prospectus supplement or could occur over a period of time
or from time to time following the date of this prospectus supplement. Additionally, because the price per share of each share sold in this offering will fluctuate based on the market price of our common stock during the sales period, it is not
possible at this stage to predict the number of shares that will be ultimately issued. As such, depending upon the number of shares issued and sold at one time, the issuance and sale of such shares could be dilutive to or otherwise adversely affect
the interests of holders of our common stock.
We will have broad discretion in how we use the proceeds of this offering, and we may not use these
proceeds effectively, which could adversely affect our results of operations and cause our common stock price to decline.
We will
have considerable discretion in the application of the net proceeds of this offering. Our management has broad discretion over how these proceeds are used and could spend the proceeds in ways with which you may not agree. We may not invest the
proceeds of this offering effectively or in a manner that yields a favorable or any return and, consequently, this could result in further financial losses that could have a material and adverse effect on our business and operations, or cause the
market price of our common stock to decline.
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