PILLARSTONE CAPITAL REIT Item 1.01 Entry Into a Material Definitive Agreement.
On
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement. The following description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is attached hereto as Exhibit 4.1 and incorporated herein by reference. A copy of the Rights Agreement is available free of charge from the Company.
Distribution Date
Initially, the Rights will be attached to all Common Shares, and no separate certificates evidencing the Rights will be issued. Subject to certain exceptions, until the Distribution Date (as defined below), the Company will issue one Right with each new Common Share issued after the Record Date so that all Common Shares will have Rights attached, the Rights will be transferred with and only with the Common Shares, and any transfer of Common Shares will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the Common Shares and, as soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights.
The "Distribution Date" means the earlier of:
? ten business days after the public announcement that a person or group of
affiliated or associated persons has become an Acquiring Person (as defined
below) or such earlier date, as determined by the Board, on which an Acquiring
Person has become such; and
? such date (prior to such time as any person or group of affiliated or
associated persons becomes an Acquiring Person), if any, as may be determined
by the Board following the commencement of, or the first public announcement
of an intention to commence, a tender offer or exchange offer the consummation
of which would result in any person or group of affiliated or associated
persons becoming an Acquiring Person.
On the Distribution Date (or such earlier time as required by the partnership
agreement of the
On the Distribution Date, proper provision shall be made by the Company in order
to provide each holder (other than the Company) of Class
Exercisability
The Rights will not be exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase from the Company one Unit of a Preferred Share for the Purchase Price. Prior to exercising their Rights, holders of Rights, in that capacity have no rights as a shareholder of the Company, including the right to vote or receive dividends.
Consequences of Any Person or Entity Becoming an Acquiring Person
? Flip-In Trigger. If any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right (other than Rights
beneficially owned by an Acquiring Person, affiliates and associates of an
Acquiring Person and certain transferees thereof, which Rights will thereupon
become null and void) will thereafter have the right to receive upon exercise
of a Right that number of Common Shares having a market value of two times the
Purchase Price.
? Flip-Over Trigger . If, after any person or group of affiliated or associated
persons has become an Acquiring Person, the Company is acquired in a merger,
consolidation or combination or 50% or more of its consolidated assets, cash
flow or earning power are transferred, proper provisions will be made so that
each holder of a Right (other than Rights beneficially owned by an Acquiring
Person, affiliates and associates of an Acquiring Person and certain
transferees thereof, which Rights will have become null and void) will
thereafter have the right to receive upon the exercise of a Right that number
of common shares of the person (or its parent) with whom the Company has
engaged in the foregoing transaction having a market value of two times the
Purchase Price.
? Exchange Feature. At any time after any person or group of affiliated or
associated persons becomes an Acquiring Person and prior to the earlier of one
of the events described in the previous paragraph or the acquisition by an
Acquiring Person of 50% or more of the outstanding Common Shares, the Board
may exchange the Rights (other than Rights owned by an Acquiring Person,
affiliates and associates of an Acquiring Person and certain transferees
thereof, which Rights will have become null and void), in whole or in part,
for Common Shares at an exchange ratio of one Common Share per Right.
Expiration
The Rights will expire on the earliest of (i) the close of business on
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Items 1.01 and 5.03 is incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the adoption of the Rights Agreement, the Company will file
Articles Supplementary for the Series D Preferred Shares with the
The Articles Supplementary for Series D Preferred Shares are included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Articles Supplementary for Series D Preferred Shares (incorporated
by reference to Exhibit 3.1 to the Company's Registration Statement
on Form 8-A filed on December 27, 2021 )
4.1 Rights Agreement, dated December 27, 2021 , between Pillarstone
Capital REIT and American Stock Transfer Trust , LLC, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed on December 27, 2021 )
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