The Selling Stockholder has agreed to a lock-up agreement in connection with the Offering, which forbids them from performing certain transactions with regard to their shares of the Company’s common stock for a year starting on the Offering’s pricing date.
The company has agreed to repurchase 8.72 million of the shares of common stock being offered in the offering for about $300 million at the same per-share price to be paid by the underwriters to the selling stockholder in the offering.
This agreement is contingent upon the Offering’s completion. The conclusion of the Offering is a prerequisite for the completion of the Share Repurchase, which is anticipated to occur concurrently.
The closing of the Offering is also conditioned on the completion of the Share Repurchase.