Item 3.03.
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Material Modifications to Rights of Security Holders.
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On May 9, 2017, 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 2,000,000 shares of the
Companys authorized preferred stock, par value $0.01 per share, as the Series B 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 B Preferred Stock when and as
declared by the Companys Board of Directors from, and including, May 12, 2017, at a rate of 7.00% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $1.75 per share). Dividends on the
Series B Preferred Stock will be payable quarterly in arrears on the 30th day of each December, March, June and September, when and as declared, beginning on June 30, 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 B
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 B Preferred Stock will not be redeemable before May 12, 2022 except upon the occurrence of a Change of Control (as defined
in the Articles of Amendment). On or after May 12, 2022, the Company may, at its option, redeem, in whole or in part, at any time or from time to time, the Series B Preferred Stock at a 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 will redeem all of the shares of Series B Preferred Stock, in whole but
not in part, on the effective date of any such Change of Control at $25.00 per share plus any accumulated and unpaid dividends to, but excluding, the redemption date. The Series B 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.
The Series B Preferred Stock is not
convertible into or exchangeable for any other property or securities of the Company.
2
Holders of Series B 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.
A copy
of the Articles of Amendment and Form of Series B Preferred Stock Certificate are filed or incorporated herein by reference as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form
8-K
and
incorporated herein by reference. The description of the terms of the Articles of Amendment in this Item 3.03 is qualified in its entirety by reference to Exhibit 3.1.