Item 3.03. Material Modifications to Rights of Security Holders.
On July 27, 2017, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland (the
SDAT), Articles Supplementary (the Series F Articles Supplementary) to the Articles of Amendment and Restatement of the Articles of Incorporation of the Company, as amended and supplemented, classifying and designating
32,200,000 shares of the Companys authorized common stock, par value $0.01 per share (Common Stock), as the Series F Preferred Stock, with the powers, designations, preferences and other rights as set forth therein.
The Series F Articles Supplementary, among other things, provide that the Company will pay cumulative cash dividends on the Series F Preferred
Stock when and as declared by the Companys Board of Directors. The initial dividend rate for the Series F Preferred Stock, from and including July 31, 2017, to but not including September 30, 2022, will be equal to 6.95% per
annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $1.7375 per share). On and after September 30, 2022, dividends on the Series F Preferred Stock will accumulate at a percentage of the $25.00
liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 4.993% per annum. Dividends on the Series F Preferred Stock will be payable quarterly in arrears on the last day of each March, June, September
and December, when and as declared, beginning on December 31, 2017 (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the
next succeeding business day).
The Series F Preferred Stock ranks senior to the Common Stock, with respect to the payment of dividends
and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company.
The Series F Preferred Stock will not
be redeemable before September 30, 2022, except under certain limited circumstances intended to preserve the Companys qualification as a real estate investment trust (REIT) and except upon the occurrence of a Change of Control
(as defined in the Series F Articles Supplementary). On or after September 30, 2022, the Company may, at its option, redeem, in whole or in part, at any time or from time to time, the Series F Preferred Stock at redemption price of $25.00 per
share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date. In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem some or all of
the shares of Series F Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accumulated and unpaid dividends to, but excluding, the redemption date. The
Series F 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 Common Stock in connection with a
Change of Control by the holders of Series F Preferred Stock.
Upon the occurrence of a Change of Control, each holder of Series F Preferred Stock will have the
right (subject to the Companys election to redeem the Series F Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Series F Articles Supplementary)) to convert some or all
of the Series F Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Common Stock per share of Series F Preferred Stock determined by formula, in each case, on the terms and subject to the
conditions described in the Series F Articles Supplementary, including provisions for the receipt, under specified circumstances, of alternative consideration.
There are restrictions on ownership of the Series F Preferred Stock intended to preserve the Companys qualification as a REIT. Holders
of Series F Preferred Stock generally have no voting rights, but have limited voting rights if the Company fails to pay dividends for six or more full quarterly dividend periods (whether or not consecutive) and under certain other circumstances.
In addition, on July 27, 2017, the Company filed, with the SDAT, Articles Supplementary (the Series B Articles
Supplementary) to the Articles of Amendment and Restatement of the Articles of Incorporation of the Company, as amended and supplemented, reclassifying and designating 4,600,000 shares of the Companys 6% Series B Cumulative Convertible
Preferred Stock, $0.01 par value per share, as shares of Common Stock.
A copy of the Series F Articles Supplementary, Series B Articles
Supplementary and Form of Series F Preferred Stock Certificate are filed as Exhibits 3.1, 3.2 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The description of the terms of the Series F Articles
Supplementary and Series B Articles Supplementary in this Item 3.03 are qualified in their entirety by reference to Exhibit 3.1 and 3.2, respectively.