Item 5.03.
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Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
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The Company’s Certificate of Designation of the 6.25%
Series D Cumulative Term Preferred Stock due 2023 (the “Certificate of Designation”) setting forth the terms of the
Series D Term Preferred Shares created thereby, was filed with the Secretary of State of the State of Delaware on September 20,
2016. The following is a summary of the material terms of the Certificate of Designation, as it pertains specifically to the Series
D Term Preferred Shares:
Liquidation Preference
In the event of any liquidation, dissolution or winding up of
the Company’s affairs, holders of the Series D Term Preferred Shares will be entitled to receive a liquidation distribution
per share equal to $25.00 per share (the “Liquidation Preference”), plus an amount equal to all accrued but unpaid
dividends, if any, and distributions accumulated up to (but excluding) the date fixed for distribution or payment, whether or not
earned or declared by the Company, but excluding interest on any such distribution or payment.
Dividends
The Series D Term Preferred Shares will pay a monthly dividend
at a fixed annual rate of 6.25% of the Liquidation Preference, or $1.5625 per share per year. Cumulative cash dividends or distributions
of each share of Series D Term Preferred Stock will be payable monthly when, as and if declared, or under authority granted by
the Company’s Board of Directors out of funds legally available for such payment. The first dividend is expected to be paid
on October 31, 2016 to holders of record as of the close of business on October 21, 2016.
Redemption
Term Redemption
. The Company is required to redeem all outstanding Series D Term
Preferred Shares on September 30, 2023 (the “Redemption Date”) at a redemption price equal to the Liquidation Preference,
plus an amount equal to accumulated but unpaid dividends, if any, on such shares to, but excluding, the Redemption Date. If the
Company fails to redeem the Series D Term Preferred Stock pursuant to the mandatory redemption required on September 30, 2023,
or in any other circumstance in which the Company is required to redeem the Series D Term Preferred Stock, then the annual dividend
rate will increase by three percent (3%) for so long as such failure continues.
Mandatory Asset Coverage Redemption
. The Company may
also be required to redeem certain outstanding Series D Term Preferred Shares if the Company fails to maintain an Asset Coverage
ratio (as defined below) of at least 200% as of the time of any of the following: declaration of dividends or distributions on
Common Stock (other than a dividend payable in shares of Common Stock) after deducting such dividend or distribution, the time
of purchase by the Company of shares of Common Stock, or issuance of any senior security as defined in the 1940 Act that is stock.
If the Company shall fail to maintain such Asset Coverage ratio on the date of the aforementioned instances and such failure is
not cured by the date that is ninety (90) calendar days following the date of such failure (referred to in this report as an Asset
Coverage Cure Date), the Company is required to redeem, within 90 calendar days of the Asset Coverage Cure Date, shares of the
Company’s preferred stock (which may include the Series D Term Preferred Shares) (the “Preferred Stock”) equal
to the lesser of (1) the minimum number of shares of Preferred Stock that will result in the Company having an Asset Coverage
ratio of at least 200% and (2) the maximum number of shares of Preferred Stock that can be redeemed out of funds legally available
for such redemption. Also, at the Company’s sole discretion, the Company may redeem such number of shares of Series D Term
Preferred Shares that will result in the Company having an Asset Coverage ratio of up to and including 240%. Asset Coverage for
purposes of the Preferred Stock is a ratio calculated under Sections 18(h) and 61 of the 1940 Act, as in effect on the date of
the Certificate of Designation, and is determined on the basis of values calculated as of a time within two business days preceding
each determination.
Change of Control Redemption
. Upon certain change of
control triggering events, the Company will be required to redeem all of the outstanding Series D Term Preferred Shares.
Optional Redemption
. After September 30, 2018, the Company
may redeem the Series D Term Preferred Shares in whole or from time to time, in part at its option.
In each of the above cases of redemption, term redemption, mandatory and optional asset
coverage redemption, change of control redemption and optional redemption, the Series D Term Preferred Shares are to be redeemed
at a redemption price equal to $25.00 per share plus an amount equal to all unpaid dividends and distributions on such share accumulated
up to (but excluding) the redemption date, if such redemption date occurs after the applicable record date for a dividend but on
or prior to the related dividend payment date, the dividend payable on such dividend payment date to the holders of record of such
shares shall be payable to the holders of Series D Term Preferred Shares at the close of business on the applicable record date,
and shall not be payable as part of the redemption price.
Voting
Except as otherwise provided in the Company’s Amended
and Restated Certificate of Incorporation or as otherwise required by law (1) each holder of the Preferred Stock (including
the Series D Term Preferred Shares) will be entitled to one vote for each share of Preferred Stock held by such holder on each
matter submitted to a vote of the Company’s stockholders and (2) the holders of all outstanding Preferred Stock and
Common Stock will vote together as a single class; provided that holders of Preferred Stock, voting separately as a class, will
elect at least two of the Company’s directors and will be entitled to elect a majority of the Company’s directors if
the Company fails to pay dividends on any outstanding shares of Preferred Stock in an amount equal to two full years of dividends
and continuing during that period until the Company corrects that failure. Preferred Stock holders will also vote separately as
a class on any matter that materially and adversely affects any preference, right or power of holders of Preferred Stock.
Issuance of Additional Preferred Stock
So long as any shares of the Preferred Stock (including the
Series D Term Preferred Shares) are outstanding, the Company may, without the vote or consent of the holders thereof, authorize,
establish and create and issue and sell shares of one or more series of a class of its senior securities representing stock under
Sections 18 and 61 of the 1940 Act, ranking on parity with the Preferred Stock as to payment of dividends and distribution of assets,
in addition to the then outstanding Preferred Stock, in each case in accordance with applicable law, provided that the Company,
immediately after giving effect to the issuance of such additional Preferred Stock, has Asset Coverage of at least 200%.
The foregoing description of the Certificate of Designation
is qualified in its entirety by reference to the full text of the Certificate of Designation, which is filed as an exhibit to this
Current Report on Form 8-K and incorporated by reference herein.