SELLING SHAREHOLDERS
This prospectus covers the offering for resale of up to an aggregate of 3,615,003 shares of common stock that may be offered and sold from time to time under this prospectus by the selling shareholders identified below, subject to any appropriate adjustment as a result of any share dividend, share split or distribution, or in connection with a combination of shares, and any security into which the shares of common stock shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, amalgamation, consolidation, exchange, distribution or otherwise.
We issued the shares of common stock pursuant to the Purchase Agreement. Pursuant to the registration rights set forth in the Purchase Agreement, we agreed to file a registration statement with the SEC to register for resale the shares of common stock issued to the selling shareholders.
We have prepared the information in the following table based on information supplied to us by the selling shareholders, and such information is as of August 8, 2025. We have not sought to verify such information. We believe, based on information supplied by the selling shareholders, that except as may otherwise be indicated in the footnotes to the table below, the selling shareholders have sole voting and dispositive power with respect to the shares of common stock reported as beneficially owned by them. Because the selling shareholders identified in the table may sell some or all of the shares of common stock owned by them which are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of common stock, no estimate can be given as to the number of shares of common stock available for resale hereby that will be held by the selling shareholders upon termination of this offering. In addition, the selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of common stock they hold in transactions exempt from the registration requirements of the Securities Act after the date on which the selling shareholders provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the selling shareholders will sell all of the shares of common stock beneficially owned by them that are covered by this prospectus. The selling shareholders are not obligated to sell any of the shares of common stock offered by this prospectus. The percent of beneficial ownership for the selling shareholders is based on 105,378,979 shares of common stock outstanding as of July 17, 2025.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.
In addition, the selling shareholders collectively own $95,022,000 in aggregate principal amount of the Company's 5.75% Junior Subordinated Convertible Notes due 2054 (the “Convertible Notes”). Although the Convertible Notes are not currently convertible, such Convertible Notes would be convertible into a maximum of approximately 2.5 million shares of the Company's common stock.
Except for the ownership of the shares of common stock and as otherwise described above, no selling shareholder has, within the past three years, held any position, office or other material relationship with us or any of our subsidiaries or affiliates.
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Name of Selling Shareholder |
Shares of Common Stock Beneficially Owned Prior to Offering Number Percentage |
Number of Shares of Common Stock Being Offered |
Shares of Common Stock to be Beneficially Owned After Offering Number Percentage |
ZP Master Utility Fund Ltd. (1) | 2,529,101 | 2.40% | 2,529,101 | ― | ― |
Zimmer Master Infrastructure Fund, LP (1) | 444,263 | * | 444,263 | ― | ― |
ZP Master MidCap Fund, Ltd. (1) | 290,712 | * | 290,712 | ― | ― |
Compass Offshore SAV II PCC Limited (1) | 140,371 | * | 140,371 | ― | ― |
Compass SAV II L.L.C. (1) | 210,556 | * | 210,556 | ― | ― |
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(1) ZP Master Utility Fund, Ltd., Zimmer Master Infrastructure Fund, LP, ZP Master MidCap Fund, Ltd., Compass Offshore SAV II PCC Limited and Compass SAV II L.L.C. (the “Accounts”) have each delegated to Zimmer Partners, LP, as investment manager (the “Investment Manager”), sole voting and investment power over the shares of common stock described above that are held by such Account pursuant to such Account’s respective investment management agreement with the Investment Manager. As a result, each of the Investment Manager, Zimmer Partners GP, LLC (“GP”), as the general partner of the Investment Manager, Zimmer Financial Services Group LLC (“ZFSG”), as the sole member of Zimmer Partners GP, LLC, and Stuart J. Zimmer, as the managing member of Zimmer Financial Services Group LLC, may be deemed to exercise voting and investment power over the shares of common stock described above that are held by the Accounts and thus may be deemed to beneficially own such shares of common stock. The Investment Manager, GP, ZFSG and Stuart J. Zimmer disclaim any beneficial ownership of the shares held by, or any group status with, Compass Offshore SAV II PCC Limited and Compass SAV II L.L.C.
* Less than 1%
