Prospectus excerpt: Dividends, in arrears, on the Series A Preferred Shares will be payable on March 15, June 15, September 15 and December 15 of each year, when, as, and if declared by us, beginning on June 15, 2007 at an annual rate of 9.75% of the $25,000 liquidation preference per share (equivalent to $25.00 per depositary share), or $2.4375 per depositary share per year. However, following a Ùchange of control eventˆ (which consists of both a Ùchange of controlˆ and, within 90 days after public notice of the occurrence thereof, the public announcement by one of the three primary rating agencies that, in connection with, in anticipation of or as a result of the occurrence of such Ùchange of control,ˆ such rating agency is withdrawing or downgrading our corporate credit rating to a rating below BB, in the case of S&P, Ba3, in the case of Moody?s, or BB, in the case of Fitch, or the respective equivalent at such time) dividends on the Series A Preferred Shares, when as, and if declared by us, will increase to an annual rate of 10.75% of the $25,000 liquidation preference per share (equivalent to $25.00 per depositary share), or $2.6875 per depositary share per year. Dividends on the Series A Preferred Shares are not cumulative and, accordingly, if for any reason we do not declare a dividend on the Series A Preferred Shares for a quarterly dividend period, holders of the Series A Preferred Shares will have no right to receive a dividend for that period, and we will have no obligation to pay a dividend for that period, whether or not we pay dividends in full or have sufficient funds to pay dividends in the future.
We may not redeem the Series A Preferred Shares prior to March 15, 2012. On or after March 15, 2012, we may, at our option, redeem the Series A Preferred Shares, in whole or, from time to time, in part, for $25,000 per Series A Preferred Share (equivalent to $25.00 per depositary share), payable in cash, plus any accrued and unpaid dividends through the date of redemption for the then-current quarterly dividend period. However, at any time following a Ùchange of control eventˆ (as described above), we will have the option to redeem the Series A Preferred Shares, in whole but not in part, within 90 days after the first date on which the Ùchange of control eventˆ has occurred for cash at $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.
The Series A Preferred Shares have no stated maturity, are not subject to any sinking fund provisions, are not convertible into any other securities and will remain outstanding indefinitely unless we redeem them.