PLAN OF DISTRIBUTION
We have entered into an Equity Distribution Agreement, or the
Distribution Agreement, with Morgan Stanley & Co. LLC, Citigroup Capital Markets Inc. and Evercore Group L.L.C., or the Sales Agents, under which we may issue and sell from time to time shares of our Class A common stock having an aggregate
offering price of up to $1.0 billion through the Sales Agents. Sales of our Class A common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be an at the market
offering as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market or any other existing trading market for our Class A common stock.
Each time we wish to issue and sell Class A common stock
under the Distribution Agreement, we will notify a Sales Agent of the number of shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales parameters as we deem
appropriate. Once we have so instructed such Sales Agent, unless the Sales Agent declines to accept the terms of the notice, the Sales Agent has agreed to use its reasonable efforts consistent with its normal trading and sales practices to sell such
shares of Class A common stock up to the amount specified on such terms. The obligations of the Sales Agents under the Distribution Agreement to sell our Class A common stock are subject to a number of conditions that we must meet.
Such Sales Agent will provide written
confirmation to us following the close of trading on the Nasdaq Global Select Market each day in which shares of our Class A common stock are sold under the Distribution Agreement. Each confirmation will include the number of shares of Class A
common stock sold on such day, the gross proceeds to us and the compensation payable by us to the Sales Agent in connection with the sales.
We will pay the Sales Agents commissions for their services in acting as agents in the sale of our shares. The Sales Agents will be
entitled to compensation at a commission rate of up to 2% of the gross sales price per share of Class A common stock sold under the Distribution Agreement. Because there is no minimum offering amount required as a condition to closing this
offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Sales Agents for certain specified expenses, including the fees and disbursements of
their legal counsel.
We estimate that the total
expenses for the offering, excluding compensation and reimbursements payable to the Sales Agents under the terms of the Distribution Agreement, will be approximately $320,000.
Settlement for sales of Class A common stock will occur
on the second trading day following the date on which any sales are made, or on some other date that is agreed upon by us and the Sales Agents in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our
shares of Class A common stock as contemplated in this prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and the Sales Agents agree upon.
There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
In connection with the sale of Class A common stock on our behalf, the Sales Agents may be deemed to be underwriters within the meaning of the Securities Act, and the compensation of the
Sales Agents may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act.
The offering pursuant to the Distribution Agreement will
terminate upon the termination of the Distribution Agreement as permitted therein.
The Sales Agents and each of their respective affiliates have, from time to time, provided, and may in the future provide various investment banking and other financial services for us and our affiliates,
for which services they have received, and may in the future receive customary fees. To the extent required by Regulation M, the Sales Agents will not engage in any market making activities involving our Class A common stock while the
offering is ongoing under this prospectus supplement and the accompanying prospectus.
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