The Offers are being made solely pursuant to, and are subject to the terms and conditions set forth in, the Offer to Purchase, dated August 10, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). The terms and conditions of the Offers are more fully set forth in the Offer Documents.
Upon the terms and subject to the conditions set forth in the Offer Documents, the total consideration ("Total Consideration") for the Depositary Shares validly tendered and accepted for purchase will be $1,055.00 per $1,000.00 Liquidation Preference of Series C Depositary Shares (the "Series C Offer Price") and $26.30 per $25.00 Liquidation Preference of Series D Depositary Shares (the "Series D Offer Price," and each of the Series C Offer Price and the Series D Offer Price, an "Offer Price"), plus, in each case, Accrued Dividends. As used herein, "Accrued Dividends" means the accrued and unpaid dividends from the last dividend payment date with respect to the Series C Depositary Shares or the Series D Depositary Shares, as the case may be, up to, but not including, the settlement date of the applicable Offer, assuming for the purposes of the Offers that a dividend with respect to the applicable series of Depositary Shares had in fact been declared during such period. The Company currently expects the settlement date of the Offers to be September 10, 2026. Note that the market price for the Series D Depositary Shares includes accrued but unpaid dividends. Accordingly, when comparing the consideration to be received in the Offer for the Series D Depositary Shares to market prices, you should refer to the Total Consideration for the Series D Depositary Shares, which is the sum of the Series D Offer Price and Accrued Dividends.
The Offers will expire at 5:00 p.m., New York City time, on September 8, 2026, unless the Company extends or earlier terminates either Offer (such time and date, as the same may be extended with respect to either Offer, the "Expiration Date"). Tenders of Depositary Shares must be made prior to the Expiration Date and may be withdrawn at any time prior to the Expiration Date, in each case, in accordance with the procedures described in the Offer Documents. The Company intends to pay for the Depositary Shares purchased in the Offers with cash on hand.
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