XML 36 R20.htm IDEA: XBRL DOCUMENT v3.22.0.1
Open Market Sale Agreement
12 Months Ended
Dec. 31, 2021
Open Market Sale Agreement [Abstract]  
Open Market Sale Agreement

 

(13) Open Market Sale Agreement

On June 14, 2021, the Company entered into an Open Market Sale Agreement (the “Open Market Sale Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which the Company issued and sold shares of its class A common stock having an aggregate offering price of approximately $1.0 billion from time to time through Jefferies (the “Open Market Offering”).

The Company agreed to pay Jefferies commissions for its services in acting as agent in the sale of the shares in the amount of up to 2.0% of gross proceeds from the sale of shares pursuant to the Open Market Sale Agreement. The Company also agreed to provide Jefferies with customary indemnification and contribution rights.

During 2021, the Company issued and sold 1,413,767 shares of its class A common stock under the Open Market Sale Agreement, at an average gross price per share of approximately $707.33, for aggregate net proceeds (less $9.5 million in sales commissions and expenses) of approximately $990.5 million. The sales commissions and expenses related to the Open Market Sale Agreement are considered direct and incremental costs and are charged against “Additional paid-in capital” on the balance sheet in the period in which the related shares are issued and sold. As of December 31, 2021, the cumulative aggregate offering price of the shares of class A common stock sold under the Open Market Sale Agreement was approximately $1.0 billion, inclusive of sales commissions, constituting the maximum program amount under the Open Market Sale Agreement.