27. Subsequent Events

The Company evaluated subsequent events through the date of issuance of the accompanying consolidated financial statements.

On February 1

, 2023, the Company issued and sold $130,000

aggregate principal amount of

5.75% Convertible Senior Notes

due 2028 (the “2023 Notes”) pursuant to an indenture dated February 14, 2023, between the Company and U.S. Bank

Trust Company,

National Association, in a private offering to qualified institutional buyers pursuant to Rule 144A. The sale of the 2023 Notes resulted in approximately $126,375 in net proceeds to the Company after

deducting the initial purchaser’s discount and estimated offering expenses. In connection with the issuance, the Company repurchased $115,000 of aggregate principal amount of its 2020

Notes for $125,118.

As a result of

this repurchase, the Company recognized a loss on extinguishment of approximately $9,721

during the three months ended March 31, 2023

Key terms of the 2023 Notes are as follows:



Maturity date (unless earlier converted, repurchased or redeemed)	August 15, 2028
Interest rate	5.75	%
Conversion price	$ 9.54
Conversion rate	104.8658
Redemption price	$ 12.40

•

Interest rate:

Payable semiannually in arrears on February 15 and August 15 of each

year

, beginning on August 15, 2023

•

Conversion price:

Convertible at an initial conversion rate into shares of the Company’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price as disclosed in the table above), subject to adjustment.

•

Conversion:

Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2028 only under the following circumstances: (i)

during any calendar quarter commencing after the calendar quarter ending on June 30, 2023 (and only during such calendar quarter),

if the last reported sale price of the Company’s common stock for at least 20 trading days

(whether or not consecutive)

during a period of 30 consecutive trading days ending on the last trading day of the

mmediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the

2023

Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by the Company in accordance with the terms of the

indenture

but only with respect to the

2023

Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their

2023

Notes at any time, regardless of the foregoing circumstances.

•

Cash settlement:

Upon conversion, the Company will pay

cash

up to the aggregate principal

amount

of the 2023 Notes to be converted. At its election, the Company will also settle its conversion obligation in excess of the aggregate principal amount of the 2023 Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock.

•

Redemption price:

The Company may redeem for cash all or any portion of the notes, at its option, on or after August 20, 2025 and on or prior to the 55th scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date

No sinking fund is provided for the 2023 Notes.

•

Limited investor put rights:

Holders of the 2023 Notes will have the right to require the Company to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events.

•

Conversion rate increase in certain customary circumstances:

In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the

indenture

) or conversions of the 2023 Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 167.7853 shares of the Company’s common stock per $1,000 principal amount of the 2023 Notes (the equivalent of 21,812,089 shares of the Company’s common stock), subject to adjustment.

•

Seniority and Security:

The 2023 Notes will be the Company’s senior unsecured obligations, and will rank equal in right of payment to the 2021 Notes and 2020 Notes, but will be subordinated in right of payment to the Company’s obligations to make certain redemption payments (if and when due) in respect of its Preferred Shares.