date with respect to such Security up to, but not including, the Settlement Date (as defined below) of the Offers, assuming for purposes of the Offers that a dividend for such Security had in fact been declared during such period.
The Company’s acceptance of any Securities validly tendered will be subject to the acceptance
priority levels noted in the table above (the “Acceptance Priority Levels”). The Series B Offer
has been assigned an Acceptance Priority Level of 1 and the Series A Offer an Acceptance
Priority Level of 2. Accordingly, all Securities validly tendered in the Series B Offer will be
accepted for purchase before any validly tendered Securities of the Series A Offer are accepted.
If the aggregate purchase price for Securities that are validly tendered and not properly withdrawn as of the Expiration Date (the “Total Tendered Purchase Price”) exceeds the Maximum Aggregate Purchase Price, the Company will accept for purchase that number of shares of Series A Preferred Stock ($1,000 liquidation preference per share) validly tendered and not withdrawn, having an aggregate price (the “Series A Purchase Price”) which when added to the aggregate price (the “Series B Purchase Price”) of shares of Series B Preferred Stock ($1,000 liquidation preference per share) validly tendered and not withdrawn, does not cause the aggregate purchase price for the Securities validly tendered, not withdrawn and accepted for purchase (the “Total Purchase Price”) to exceed the Maximum Aggregate Purchase Price. In that event, the Series A Preferred Stock that will be accepted for purchase will be subject to proration, as described in the Offer to Purchase. The Company will pay the Total Purchase Price plus Accrued Dividends for the Securities it purchases promptly after the Expiration Date and the acceptance of the Securities for purchase. The date on which such payment is made is referred to as the “Settlement Date.”
The Company intends to pay the consideration payable by it pursuant to the Offers and the fees and expenses incurred by it in connection therewith, with cash on hand, proceeds of debt issuances, which may include commercial paper and junior subordinated notes, or a combination of the foregoing. In any case, the Company intends to replace the equity content of any repurchased securities.
Securities tendered pursuant to either of the Offers may be validly withdrawn at any time on or prior to the Expiration Date by following the procedures described in the Offer to Purchase.
The terms and conditions of the Offers are described in the Offer to Purchase, dated October 11, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the accompanying Letter of Transmittal, dated October 11, 2023 (together with the Offer to Purchase, the “Offer Materials”). The Offers are subject to the satisfaction or waiver of certain conditions specified in the Offer Materials, including the valid tendering of a number of Securities that would result in a Total Purchase Price of at least $300 million (the “Minimum Tender Condition”).
Upon request, the Offer Materials will be provided to record holders of Securities and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee stockholders and similar persons whose names, or the names of whose nominees, appear on the Company’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Securities. The Offer Materials contain important information that holders are urged to read before any decision is made with respect to either of the Offers.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is filing with the Securities and Exchange Commission an Issuer Tender Offer Statement on
