The Selling Stockholders are offering the shares of Class A Common Stock described in this prospectus supplement and the accompanying base prospectus through the underwriter. We and the Selling Stockholders have entered into an underwriting agreement with the underwriter, J.P. Morgan Securities LLC, dated the date of this prospectus supplement. Subject to the terms and conditions of the underwriting agreement, the Selling Stockholders have agreed to sell to the underwriter, and the underwriter has agreed to purchase, the number of shares of Class A Common Stock listed in the following table:
J.P. Morgan Securities LLC
The underwriting agreement provides that the obligations of the underwriter to pay for and accept delivery of the shares of Class A Common Stock offered by this prospectus supplement are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriter is committed to purchase all the shares offered by the Selling Stockholders if it purchases any shares.
The underwriter is purchasing the shares of Class A Common Stock from the Selling Stockholders at $75.9656 per share (representing $119,011,051.45 of aggregate proceeds to the Selling Stockholders). The underwriter proposes to offer the shares of Class A Common Stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part. In connection with the sale of the shares of Class A Common Stock offered hereby, the underwriter may be deemed to have received compensation in the form of underwriting discounts. The underwriter may effect such transactions by selling shares of Class A Common Stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriter and/or purchasers of shares of Class A Common Stock for whom it may act as agents or to whom it may sell as principal. Sales of shares of Class A Common Stock made outside of the United States may be made by affiliates of the underwriter.
The Selling Stockholders will bear the costs, including the underwriting discounts and commissions, associated with this offering. The estimated offering expenses of this offering are approximately $700,000, which includes legal, accounting and printing costs and various other fees associated with the registration of the Class A Common Stock to be sold pursuant to this prospectus supplement.
We have agreed that, subject to certain exceptions, we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of our common stock or such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), without the prior written consent of the underwriter, for a period of 45 days after the date of this prospectus supplement.
Our continuing directors, certain executive officers, Christine L. Standish, John C. Standish, the Standish Trust and the Selling Stockholders have entered into lock-up agreements with the underwriter prior to the commencement of this offering pursuant to which each of these persons or entities, with certain exceptions, for a period of 45 days after the date of this prospectus supplement, may not, without the prior written consent of the underwriter, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any