contribution up to an aggregate of 2,000 shares of common stock for each director or executive officer; the establishment or entry into certain trading plans pursuant to Rule 10b5-1 under the Exchange Act for the sales or disposition of shares of common stock, and transactions made pursuant to the terms of trading plans pursuant to Rule 10b5-1
under the Exchange Act in existence on the date of this prospectus supplement.
In addition, in the underwriting agreement, we have agreed
to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in respect of those liabilities.
In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, purchasing and
selling shares of our common stock in the open market for the purpose of preventing or retarding a decline in the market price of the shares of our common stock while this offering is in progress. These stabilizing transactions may include making
short sales of the shares of our common stock, which involves the sale by the underwriters of a greater number of shares of our common stock than they are required to purchase in this offering, and purchasing shares of our common stock on the open
market to cover positions created by short sales. Short sales may be covered shorts, which are short positions in an amount not greater than the underwriters option to purchase additional shares referred to above, or may be
naked shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares of
our common stock in the open market. In making this determination, the underwriters will consider, among other things, the price of shares of our common stock available for purchase in the open market compared to the price at which the underwriters
may purchase shares of our common stock through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of our
common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares of our common stock in the open market to cover the
The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities
that stabilize, maintain or otherwise affect the price of our common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase shares of our common stock in the open market in stabilizing
transactions or to cover short sales, the representatives can require the underwriters that sold those shares of our common stock as part of this offering to repay the underwriting discount received by them. These activities may have the effect of
raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the
open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq, in the
over-the-counter market or otherwise.
Prior to purchasing
the common stock being offered pursuant to this prospectus supplement, on February 27, 2019, one of the underwriters purchased, on behalf of the syndicate, 6,511 shares of our common stock at an average price of $418.00 per share in stabilizing
The underwriters and their respective affiliates are full-service financial institutions engaged in various activities,
which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, market making, financing and brokerage activities.
Certain of the underwriters and their affiliates have performed commercial banking, investment banking and advisory services for us from time
to time for which they have received customary fees and reimbursement of expenses. Certain of the underwriters or their affiliates act as sales agents under our
at-the-market program. Certain affiliates of the underwriters act as lenders and/or agents under our existing credit facilities. Certain of the underwriters
have acted as underwriters for our existing senior notes and certain underwriters and their affiliates may from time to time hold our senior notes for their own account. To the extent we use the net proceeds of this offering to reduce indebtedness
outstanding under our credit facilities or our senior notes, such