Gov. McMaster to address Sustain SC's summit
The goal of Sustain SC is to generate conversations between businesses and local stakeholders in favor of sustainability investments in the state.
During the summit, Sustain SC will announce the launch of applications for the Land and Water Action Platform.
The summit is being held in Dorchester.
Copyright 2025 Nexstar Media, Inc. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.
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If the initial purchasers exercise their option to purchase additional notes, Upstart expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions with the option counterparties. Upstart has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Upstart's common stock and/or enter into various derivative transactions with respect to Upstart's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Upstart's common stock or the notes at that time. 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This activity could also cause or prevent an increase or a decrease in the market price of Upstart's common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following a conversion or during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes. Upstart also expects that holders that have agreed to sell their 2026 Notes to Upstart may enter into or unwind various derivatives with respect to Upstart's common stock (including entering into or unwinding derivatives with one or more of the initial purchasers in this offering or their respective affiliates) and/or purchase shares of Upstart's common stock concurrently with or shortly after the pricing of the notes. In particular, Upstart expects that many holders of the 2026 Notes employ a convertible arbitrage strategy with respect to the 2026 Notes and have a short position with respect to Upstart's common stock that they would close out through purchases of Upstart's common stock and/or the unwinding of various derivatives with respect to Upstart's common stock, as the case may be, in connection with Upstart's repurchase of the 2026 Notes. This activity could increase (or reduce the size of any decrease in) the market price of Upstart's common stock, which may also affect the trading price of the notes at that time, and could result in a higher effective conversion price for the notes. In connection with the issuance of its 2026 Notes, Upstart entered into capped call transactions (the '2026 capped call transactions') with certain financial institutions including certain of the initial purchasers or their affiliates (the '2026 capped call counterparties'). In connection with Upstart's repurchase of a portion of the 2026 Notes as described above, Upstart entered into privately negotiated agreements with the 2026 capped call counterparties concurrently with the pricing of the notes to terminate a portion of the 2026 capped call transactions corresponding to the aggregate principal amount of the 2026 Notes repurchased. In connection with the partial termination of the 2026 capped call transactions, Upstart expects the 2026 capped call counterparties or their respective affiliates to sell shares of Upstart's common stock and/or unwind various derivatives with respect to Upstart's common stock to unwind their hedge in connection with the terminated portion of the 2026 capped call transactions. Such activity could decrease, or reduce the size of any increase in, the market price of Upstart's common stock at that time and could decrease, or reduce the size of any increase in, the market value of the notes at that time. The notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Upstart's common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
