Item 3.03. Material Modification to Rights of Security Holders.
On
The Articles Supplementary provide that the Company will pay, when and if
authorized by the Board of Directors of the Company and declared by the Company,
cumulative cash dividends (i) at the fixed rate of 6.875% of the
The Series F Preferred Stock is not redeemable by the Company prior to
In addition, upon the occurrence of a Change of Control, the Company may, at its
option, redeem the Series F Preferred Stock, in whole or in part, within 120
days on or after the first date on which such Change of Control occurred, for
cash at a redemption price of
The Series F Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company's common stock in connection with a Change of Control by the holders of Series F Preferred Stock.
Upon the occurrence of a Change of Control, each holder of Series F Preferred Stock will have the right (unless the Company has exercised its right to redeem the Series F Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Articles Supplementary)) to convert some or all of the Series F Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of Series F Preferred Stock to be converted equal to the lesser of:
· the quotient obtained by dividing (i) the sum of the
preference per share of Series F Preferred Stock plus the amount of any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date and prior to the corresponding dividend payment date for the Series F Preferred Stock, in which case no additional amount for such accumulated and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined in the Articles Supplementary); and
· 11.21076 (the "Share Cap"), subject to adjustments to the Share Cap for any
share splits (including those effected pursuant to a distribution of the
Company's common stock to existing holders of the Company's common stock),
subdivisions or combinations of the Company's common stock;
in each case, on the terms and subject to the conditions described in the Articles Supplementary, including provisions for the receipt, under specified circumstances, of alternative consideration.
There are restrictions on ownership of the Series F Preferred Stock intended to preserve the Company's qualification as a REIT. Except under limited circumstances, holders of the Series F Preferred Stock generally have no voting rights.
A copy of the Articles Supplementary and form of Series F Preferred Stock certificate are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K, and the information in the Articles Supplementary is incorporated into this Item 3.03 by reference. The description of the terms of the Articles Supplementary in this Item 3.03 is qualified in its entirety by reference to Exhibit 3.1 hereto.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On
The Underwriting Agreement contains customary representations, warranties and covenants by the Company. The Company also agreed to indemnify the Underwriter against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriter may be required to make in respect of these liabilities. In the ordinary course of business, the Underwriter or its affiliates may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they may receive customary fees and expenses.
The shares of Series F Preferred Stock will be issued pursuant to the Company's
shelf registration statement on Form S-3 (File No. 333-226726), which
automatically became effective upon filing with the
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to the full text of the
Underwriting Agreement. In connection with the filing of the Underwriting
Agreement, the Company is filing the opinions of its special
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith this Current Report on Form 8-K.
Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJune 29, 2021 , by and between the Company andRaymond James & Associates, Inc. 3.1 Articles Supplementary designating 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.9 to the Company's Registration Statement on Form 8-A, filed onJuly 6, 2021 ) 4.1 Specimen Stock Certificate representing the 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.10 to the Company's Registration Statement on Form 8-A, filed onJuly 6, 2021 ) 5.1 Opinion ofVenable LLP regarding legality of shares 8.1 Opinion ofVinson & Elkins L.L.P. regarding tax matters 23.1 Consent ofVenable LLP (included in Exhibit 5.1) 23.2 Consent ofVinson & Elkins L.L.P. (included in Exhibit 8.1) 104 The cover page from this Current Report on Form 8-K, formatted in inline XBRL
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