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, cumulative cash dividends
(i) from and including the original issue date to, but excluding,
The Series A 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 A Preferred Stock, in whole or in part on, or within
120 days after, the first date on which such Change of Control occurred, for
cash at a redemption price of
The Series A 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 A Preferred Stock. Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (unless the Company has exercised its right to redeem the Series A 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 A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company's common stock per share of Series A Preferred Stock determined by a formula, 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 A Preferred Stock intended to preserve the Company's qualification as a REIT. Except under limited circumstances, holders of the Series A Preferred Stock have no voting rights.
A copy of the Articles Supplementary and form of Series A Preferred Stock Certificate are filed as Exhibits 3.1 and 4.1, respectively, to this report, 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.
2 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 report is hereby incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit 3.1 Articles Supplementary designating 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company's Registration Statement on Form 8-A, filed with theSEC onNovember 30, 2021 ) 4.1 Specimen 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form 8-A, filed with theSEC onNovember 30, 2021 ) 5.1 Opinion ofBallard Spahr LLP with respect to the legality of the shares 23.1 Consent ofBallard Spahr LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File, formatted in Inline XBRL 3
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