Special Optional Redemption. In the event of a Change of Control, the Issuer will have the option to redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. If the Issuer exercises its redemption right, by sending the required notice, with respect to some or all of the Series A Preferred Stock, the holders of Series A Preferred Stock will not be permitted to exercise the conversion rights described below in respect of any Series A Preferred Stock called for redemption.
Special Optional Redemption. Upon the occurrence of a Delisting Event (as defined below), the Issuer will have the option, subject to certain conditions, to redeem the outstanding Series A Preferred Stock, in whole or in part, after the Delisting Event, for a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend will be included in the redemption price), on each share of Series A Preferred Stock to be redeemed. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the shares of Series A Preferred Stock, in whole or in part and within 120 days after the first date on which the Change of Control occurred, by paying $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date for and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on such payment date will be included in the redemption price).
Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: 7.875% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Listing/Symbol: NYSE / “PEBPrA” ISIN: US70509V2097 CUSIP: 00000X000 The issuer has filed a registration statement (including a prospectus dated January 11, 2011 and a preliminary prospectus supplement dated March 7, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pier...
Special Optional Redemption. Upon the occurrence of a “Change of Control”, the Issuer may, at its option, redeem the Series J preferred stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the “Change of Control Conversion Date”, the Issuer exercises any of its redemption rights relating to the Series J preferred stock (whether the optional redemption right, the special optional redemption right or the REIT qualification optional redemption right), the holders of Series J preferred stock will not have the conversion rights described below.
Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).
Special Optional Redemption. (i) Upon the occurrence of a Change of Control (as defined below), the Partnership may, at its option, redeem the Series G Preferred Units, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash, at a redemption price of $25.00 per Unit, plus all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of redemption (such redemption, a “Special Optional Redemption”).
Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the Series L Preferred Shares, in whole or in part and within 120 days after the date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer exercises any of its redemption rights relating to the Series L Preferred Shares (whether its optional redemption right or its special optional redemption right), the holders of Series L Preferred Shares will not have the conversion right described below. A “Change of Control” is when, after the original issuance of the Series L Preferred Shares, the following have occurred and are continuing: · the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Issuer’s shares entitling that person to exercise more than 50% of the total voting power of all of its shares entitled to vote generally in elections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and · following and as a result of the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE Amex or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ.
Special Optional Redemption. In the event of a Change of Control, the Issuer will have the option to redeem the Series B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. To the extent that the Issuer exercises its redemption right (by sending the required notice) relating to the Series B Preferred Stock, the holders of shares of the Series B Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series B Preferred Stock called for redemption. CUSIP / ISIN: 83600C 301 / US83600C3016 Expected Listing: The Issuer has filed an application to list the Series B Preferred Stock with the NASDAQ under the symbol “SOHOB.” If the listing application is approved, the Issuer expects trading of the Series B Preferred Stock to commence within 30 days after initial delivery of the Series B Preferred Stock. Voting Rights The Series B Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement Lead Book-Running Manager: Sandler X’Xxxxx & Partners, L.P Passive Book-Running Manager: Xxxxxx Xxxxxxxxxx Xxxxx LLC Co-Managers: Boenning & Scattergood, Inc. J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC The Issuer has filed a registration statement (including a prospectus dated October 10, 2014 and a preliminary prospectus supplement dated August 15, 2016) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling toll-free 0-000-000-0000, or by email at xxxxxxxxx@xxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC SOHO Atlanta TRS, LLC SOHO...
Special Optional Redemption. (i) The 2021 Notes may be redeemed, in whole, at the option of the Company, at any time prior to February 23, 2017, at a redemption price equal to 101% of the aggregate principal amount of the 2021 Notes, plus accrued and unpaid interest thereon to but not including the Redemption Date, if, in the Company’s judgment, its acquisition of AGL Resources Inc. (the “Merger”) will not be consummated on or prior to February 23, 2017 (the “Special Optional Redemption”).
Special Optional Redemption. The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time prior to October 3, 2014, as a whole but not in part, at the election of the Company, if, in the judgment of the Company, the Company’s planned acquisition of NV Energy, Inc. will not be consummated on or prior to September 30, 2014. Such redemption will be at a redemption price equal to 101% of the principal amount of the Securities of this series being redeemed plus accrued and unpaid interest on the Securities of this series to, but not including, the Redemption Date. Notice of redemption pursuant to this paragraph 3 shall be given as provided for in the Indenture not less than 30 days nor more than 60 days prior to the Redemption Date. Unless the Company defaults in payment of the Redemption Price, from and after the Redemption Date, the Securities of this series or portions thereof called for redemption will cease to bear interest, and the Holders thereof will have no right in respect of such Securities of this series except the right to receive the Redemption Price thereof.
