Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 1, 2023, the Company and the Operating Company issued 801,927 shares
of Class A common stock, $0.01 par value per share (the "Class A Shares"), and
2,025,953 Class A common units (the "Class A Units"), respectively, to redeem
certain equity interests in their subsidiaries. The Class A Shares and Class A
Units were valued at a total of $9,663,220 and $24,412,734, respectively, based
on the closing price of the Class A Shares on December 30, 2022.
The terms of the Class A Units are governed by the Operating Company's Fifth
Amended and Restated LLC Agreement. The Class A Units are redeemable at the
option of the holders, which redemption obligation may be satisfied by cash or
newly issued shares of Class A common stock at the election of the Company
(determined solely by its independent directors (within the meaning of the New
York Stock Exchange rules) who are disinterested).
The Class A Shares and Class A Units were issued in reliance on Section 4(a)(2)
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
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