Prospectus excerpt: We are offering 2,000,000 shares of our 7.625% Series B Cumulative Redeemable Preferred Stock, which we refer to in this prospectus supplement as the Series B Preferred Stock.
We will pay cumulative dividends on our Series B Preferred Stock in the amount of $1.90625 per share each year, which is equivalent to the rate of 7.625% of the $25.00 liquidation preference per share. Dividends on our Series B Preferred Stock sold in this offering will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing July 15, 2013, to holders of record on the applicable record date. The Series B Preferred Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased or converted into common stock pursuant to the terms of the Series B Preferred Stock. Except under circumstances intended to preserve our qualification as a real estate investment trust, or REIT, for federal income tax purposes, or, in accordance with our articles of incorporation, to avoid penalty taxes in respect of, or protect the tax status of, any real estate mortgage investment conduit, or REMIC, in which we have or plan to take an interest, the Series B Preferred Stock is not redeemable prior to April 30, 2018. On or after April 30, 2018, at any time and from time to time the Series B Preferred Stock will be redeemable in whole, or in part, at our option, at a cash redemption price of $25.00 per share, plus any accumulated and unpaid dividends (whether or not declared) to, but not including, the redemption date.
In addition, upon the occurrence of a Change of Control (as defined herein), we may, subject to certain conditions, at our option, redeem the Series B Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred by paying the liquidation preference of $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. If we exercise any of our redemption rights relating to the Series B Preferred Stock, the holders of Series B Preferred Stock will not have the conversion rights described below with respect to those shares.
Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined herein), we provide notice of our election to redeem the Series B Preferred Stock) to convert all or part of the Series B Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of Series B Preferred Stock equal to the lesser of: (a) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date (as defined herein) and prior to the corresponding dividend payment date (as defined herein) for the Series B Preferred Stock, in which case no additional amount for such accumulated and unpaid dividends to be paid on such dividend payment date will be included in this sum) by (ii) the Common Stock Price (as defined herein); and (b) 4.7574, or the Share Cap, subject to certain adjustments and subject, in each case, to provisions for the receipt of alternative consideration as described in this prospectus supplement.