Generally, we are not allowed to redeem the Series J preferred stock prior to August 14, 2017, except pursuant to the special optional redemption and REIT qualification optional redemption provisions described in this prospectus supplement. On or after August 14, 2017, we may, at our option, redeem the Series J 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 J preferred stock up to but excluding the redemption date (referred to herein as the optional redemption). 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, or ADRs, representing such securities) is listed on the New York Stock Exchange, or NYSE, the NYSE Amex Equities, or the NYSE Amex, or the NASDAQ Stock Market, or NASDAQ, or listed or quoted on a successor exchange or quotation system, we may, at our option, redeem the Series J 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 any accrued and unpaid dividends to, but not including, the date of redemption (referred to herein as the special optional redemption). Further, if the redemption of a holder?s Series J preferred stock is required to prevent a violation of our Ownership Limit (as defined herein), then we may, at our option, redeem the Series J preferred stock of such holder, in such amount required to preserve such qualification, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but not including, the date of redemption (referred to herein as the REIT qualification optional redemption). If we exercise any of our redemption rights relating to the Series J preferred stock, the holders of Series J preferred stock will not have the conversion right described below.
The Series J preferred stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. Holders of shares of the Series J 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.
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 ADRs representing such securities) is listed on the NYSE, the NYSE Amex or NASDAQ or listed or quoted on a successor exchange or quotation system, each holder of Series J preferred stock will have the right (unless, prior to the Change of Control Conversion Date (as defined herein), we have provided or provide notice of our election to redeem the Series J preferred stock) to convert some or all of the Series J preferred stock held by it into a number of shares of our common stock per share of Series J preferred stock to be converted equal to the lesser of: the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series J preferred stock dividend payment and prior to the corresponding Series J preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined herein); and 0.6361, or the Share Cap, subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in this prospectus supplement.
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Taubman Centers operates as a self-administered and self-managed real estate investment trust. The Taubman Realty Group Limited Partnership is a majority-owned partnership subsidiary of Co. that owns direct or indirect interests in all of Co.'s real estate properties. Co. owns, manages, leases, acquires, disposes of, develops, and expands shopping centers and interests therein. Co.'s owned portfolio of operating centers consists of urban and suburban shopping centers operating in the United States, Puerto Rico, South Korea, and China. Preferreds: TCO.PRG, TCO.PRJ, TCO.PRK Open the TCO Information Page » |
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