Item 3.03. Material Modifications to Rights of Security Holders.
On January 17, 2019, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland (the
SDAT), Articles Supplementary (the Articles Supplementary) to the Articles of Amendment and Restatement of the Company (the Charter) classifying and designating 8,510,000 shares of the Companys authorized
preferred stock, $0.01 par value per share, as the Series D Preferred Stock, with the powers, designations, preferences and other rights as set forth therein.
The Articles Supplementary, among other things, provide that the Company will pay cumulative cash dividends on the Series D Preferred
Stock when and as declared by the Companys Board of Directors. The initial dividend rate for the Series D Preferred Stock, from and including January 23, 2019, to but not including March 30, 2024, will be equal to 8.00% per annum of
the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $2.00 per share). On and after March 30, 2024, dividends on the Series D 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 5.379% per annum. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the
30
th
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 D 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 D 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 Supplementary). 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 D 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 D 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 D 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 D Preferred Stock.