Filed Pursuant to Rule 424(b)(5)
Registration No. 333-234508
(To Prospectus dated November 15, 2019)
We may issue, offer and sell shares of our common stock, par value
$0.01 per share (the “common stock”) having an aggregate sales
price of up to $100,000,000 over a period of time, and from time to
time, through one or more sales agents (each, a “sales agent,” and
collectively, the “sales agents”) under an equity distribution
agreement that we and the sales agents entered into on the date of
this prospectus supplement.
Our common stock is listed on the New York Stock Exchange (the
“NYSE”), under the symbol “SNR.” The last reported sales price of
our common stock on the NYSE on February 25, 2021 was $6.05
Sales of shares of common stock under this prospectus supplement
and the accompanying prospectus, if any, may be made in
transactions that are deemed to be “at the market” offerings as
defined in Rule 415 under the Securities Act of 1933, as amended.
Sales of shares of our common stock may also be made by any other
method permitted by law, including sales made by means of ordinary
brokers’ transactions on the NYSE, on any other existing trading
market for our common stock, to or through a market maker at market
prices prevailing at the time of sale or in privately negotiated
transactions. No sales agent is required to sell any specific
number or dollar amount of shares of our common stock, but subject
to the terms and conditions of the equity distribution agreement,
each sales agent has agreed to use its commercially reasonable
efforts consistent with its normal trading and sales practices to
sell shares of our common stock up to the amount specified by us.
The shares of our common stock offered and sold through the sales
agents pursuant to the equity distribution agreement will be
offered and sold through only one sales agent on any given trading
We will pay each sales agent an aggregate fee of up to 2.0% of the
sales price of the shares sold through such sales agent under the
equity distribution agreement. Subject to the terms and conditions
of the equity distribution agreement, each sales agent will use its
reasonable efforts to sell on our behalf any shares of common stock
to be offered by us under the equity distribution agreement. The
offering of common stock pursuant to the equity distribution
agreement will terminate upon the earlier of (1) the sale of
all of the shares of our common stock subject to the equity
distribution agreement and (2) the termination of the equity
distribution agreement, pursuant to its terms, by either the sales
agents or us.
Under the terms of the equity distribution agreement, we also may
sell shares to one or more of our sales agents, as principal for
its own account, at a price per share to be agreed upon at the time
of sale. If we sell shares to a sales agent, acting as principal,
we will enter into a separate term agreement with such sales agent,
setting forth the terms of such transaction, and we will describe
the terms agreement in a separate prospectus supplement or pricing
To assist us in maintaining our qualification as a real estate
investment trust (“REIT”), for United States federal income tax
purposes, no person may own (or be treated as owning under certain
attribution rules) more than 9.8% by value or number of shares,
whichever is more restrictive, of our outstanding shares of common
stock, unless our board of directors waives this limitation.
Investing in our common stock involves a high degree of risk.
Before buying any of these shares you should carefully read the
section beginning on page S-3 of this prospectus supplement, and
the risk factors included in our Annual Report on Form 10-K for the year ended
December 31, 2020 and in subsequent reports that we file with
the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
||BMO Capital Markets
Deutsche Bank Securities
|Goldman Sachs & Co.
KeyBanc Capital Markets
||RBC Capital Markets
The date of this prospectus supplement is
February 26, 2021.