The Purchaser expects to purchase the Shares in cash at a fixed price of $11.00 per Share, less any applicable withholding taxes and without interest. On May 8, 2026, the closing price of the Shares on The New York Stock Exchange was $10.84 per Share. The Tender Offer will be open to all Company stockholders, is expected to commence on May 12, 2026 and is expected to expire on June 9, 2026, subject to customary closing conditions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Purchaser believes the intrinsic value of the Shares is in excess of the Tender Offer price of $11.00 per Share.
In addition, on May 10, 2026, the Purchaser entered into an agreement with the Company to purchase $150,000,000 in newly issued shares of cumulative convertible perpetual preferred stock of the Company ("Preferred Stock") in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. The closing of the purchase is subject to the expiration of the Tender Offer and other customary closing conditions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and is expected to occur on the eleventh business day following the expiration of the Tender Offer.
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