Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Seventh
Amendment to Certificate of Designations of Series A Preferred Stock
On
January 27, 2022, the Company filed a Seventh Amendment (the “Amendment”) to Amended and Restated Certificate of Designations,
Preferences and Rights (the “Series A Certificate of Designations”) of 11% Series A Cumulative Redeemable Perpetual Preferred
Stock with the Secretary of State of the State of Delaware which was effective upon filing. The Amendment decreased the number of authorized
shares of Series A Preferred Stock from 6,750,000 shares to 5,350,000 shares. No other changes were made to the Series A Certificate
of Designations.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Certificate
of Designations of Series B Preferred Stock
On
January 28, 2022, the Company filed a Certificate of Designations, Preferences and Rights (the “Series B Certificate of Designations”)
of 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock with the Secretary of State of the State of Delaware which was effective
upon filing. Pursuant to the Series B Certificate of Designations, the Company is authorized to issue up to 1,640,000 shares of Series
B Preferred Stock.
Holders
of shares of Series B Preferred Stock are entitled to receive cumulative cash dividends at a rate of 8.75% on $25.00 per share of Series
B Preferred Stock per year (equivalent to $2.1875 per annum per share). Dividends will be payable monthly on the 15th day of each month
(each, a “dividend payment date”), provided that if any dividend payment date is not a business day, then the dividend that
would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day without adjustment in
the amount of the dividend. Dividends will be payable to holders of record as they appear on the Company’s stock records for the
Series B Preferred Stock at the close of business on the corresponding record date, which shall be the last day of the calendar month,
whether or not a business day, immediately preceding the month in which the applicable dividend payment date falls (each, a “dividend
record date”). As a result, holders of shares of Series B Preferred Stock will not be entitled to receive dividends on a dividend
payment date if such shares were not issued and outstanding on the applicable dividend record date. Any dividend payable on the Series
B Preferred Stock, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting
of twelve 30-day months.
Commencing
on February 15, 2024 and prior to February 15, 2025, the Company may redeem, at its option, the Series B Preferred Stock, in whole or
in part, at a cash redemption price of $25.75 per share, plus all accrued and unpaid dividends to, but not including, the redemption
date. On or after February 15, 2025 and prior to February 15, 2026, the Company may redeem, at its option, the Series B Preferred Stock,
in whole or in part, at a cash redemption price of $25.50 per share, plus all accrued and unpaid dividends to, but not including, the
redemption date. On or after February 15, 2026 and prior to February 15, 2027, the Company may redeem, at its option, the Series B Preferred
Stock, in whole or in part, at a cash redemption price of $25.25 per share, plus all accrued and unpaid dividends to, but not including,
the redemption date. On or after February 15, 2027, the Company may redeem, at its option, the Series B Preferred Stock, in whole or
in part, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption
date.
Upon
the occurrence of a Change of Control (as defined in the Series B Certificate of Designations), the Company may, at its option, redeem
the Series B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for
cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the redemption
date. If the Company does not elect to redeem shares of Series B Preferred Stock upon a Change of Control, holders of Series B Preferred
Stock may, upon written notice to the Company, exchange some or all of the shares of Series B Preferred Stock held by such holder into
a number of shares of the Company’s common stock per share of Series B Preferred Stock equal to the quotient obtained by dividing
(1) the sum of the $25.00 per share liquidation preference plus the amount of any accumulated and unpaid dividends by (2) the Common
Stock Price (as defined in the Series B Certificate of Designations) for such Change of Control.
The
Series B Preferred Stock has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not
be convertible into any of the Company’s securities.
If
the Company liquidates, dissolves or winds up, holders of the Series B Preferred Stock will have the right to receive $25.00 per share,
plus any accumulated and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the
Company’s common stock.
The
Series B Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, (1) senior to all classes or series of the Company’s common stock and to all other equity securities
issued by the Company other than equity securities referred to in clauses (2) and (3); (2) on a parity with the Series A Preferred Stock
and all equity securities issued by the Company with terms specifically providing that those equity securities rank on a parity with
the Series B Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon liquidation, dissolution
or winding up; (3) junior to all equity securities issued by the Company with terms specifically providing that those equity securities
rank senior to the Series B Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up; and (4) effectively junior to all of the Company’s existing and future indebtedness (including indebtedness
convertible into the Company’s common stock or preferred stock) and to the indebtedness and other liabilities of (as well as any
preferred equity interests held by others in) the Company’s existing subsidiaries and any future subsidiaries.
Holders
of the Series B Preferred Stock will generally have no voting rights. However, if the Company does not pay dividends on the Series B
Preferred Stock for eighteen or more monthly dividend periods (whether or not consecutive), then the holders of the Series B Preferred
Stock (voting separately as a class with the holders of all other classes or series of the Company’s preferred stock it may issue
upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series B Preferred
Stock in the election referred to below) will be entitled to vote for the election of two additional directors to serve on the Company’s
board of directors until the Company pays, or declares and sets aside funds for the payment of, all dividends that the Company owes on
the Series B Preferred Stock, subject to certain limitations. In addition, the affirmative vote of the holders of at least two-thirds
of the outstanding shares of the Series B Preferred Stock (voting together as a class with all other series of parity preferred stock
the Company may issue upon which like voting rights have been conferred and are exercisable) is required at any time for the Company
to authorize or issue any class or series of the Company’s capital stock ranking senior to the Series B Preferred Stock with respect
to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up, to amend any provision of the Company’s
certificate of incorporation so as to materially and adversely affect any rights of Series B Preferred Stock or to take certain other
actions.
The
foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference
to the Certificate of Designations, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by
reference herein.