We are offering 3,500,000 shares of our 7.125% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share (˘Series B Preferred Stock÷).
We will pay cumulative dividends on the Series B Preferred Stock from the date of original issue at a rate of 7.125% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $1.78125 per share). Dividends on the Series B Preferred Stock will be payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on December 31, 2014. The Series B Preferred Stock will rank senior to our common stock, $0.001 par value per share (˘common stock÷), with respect to dividend rights and rights upon our liquidation, dissolution or winding up.
Generally, we are not permitted to redeem the Series B Preferred Stock prior to August 15, 2019, except in limited circumstances relating to our ability to qualify as a real estate investment trust (˘REIT÷) or in connection with a Change of Control (as defined herein). On or after August 15, 2019, we may, at our option, redeem the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series B Preferred Stock to, but not including, the redemption date. In addition, upon the occurrence of a change of control, as a result of which neither our common stock nor the common securities of the acquiring or surviving entity (or American Depositary Receipts (˘ADRs÷) representing such securities) is listed on the New York Stock Exchange (˘NYSE÷), the NYSE MKT LLC (˘NYSE MKT÷) or the NASDAQ Stock Market (˘NASDAQ÷), or listed or quoted on a successor exchange or quotation system, we may, at our option, redeem the Series B 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 all accrued and unpaid dividends to, but not including, the date of redemption. 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 right described below. The Series B Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. Holders of shares of the Series B Preferred Stock will generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.