Item 3.03.
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Material Modifications to Rights of Security Holders.
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On March 7, 2019, the Company filed, with the State Corporation Commission of the Commonwealth of Virginia, Articles of Amendment (the Articles of
Amendment) to the Amended and Restated Articles of Incorporation of the Company classifying and designating 2,500,000 shares of the Companys authorized preferred stock, par value $0.01 per share, as the Series C Preferred Stock, with the
powers, designations, preferences and other rights as set forth therein.
The Articles of Amendment, among other things, provide that the Company will pay
cumulative cash dividends on the Series C Preferred Stock when and as declared by the Companys Board of Directors. The initial dividend rate for the Series C Preferred Stock, from and including March 12, 2019, to but excluding
March 30, 2024, will be a fixed rate equal to 8.250% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $2.0625 per share). On and after March 30, 2024, dividends on the Series C 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 5.664% per annum. Dividends on the Series C Preferred Stock will be payable quarterly in arrears on
the 30th day of each March, June, September and December, when and as declared, beginning on June 30, 2019 (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 C Preferred Stock ranks senior to the Companys common stock,
$0.01 par value per share (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 C Preferred Stock will not be redeemable before March 30, 2024, 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 Articles of Amendment). On or after March 30, 2024, the Company may, at its option,
redeem, in whole or in part, at any time or from time to time, the Series C Preferred Stock at a cash 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, in whole or in part, the Series C Preferred Stock, within 120 days after the first date on which such Change of Control occurred,
at a cash 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. The Series C 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 C Preferred Stock, as
described below.
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