Centrus Energy Corp SC TO-I, filed Oct 20, 2021

Centrus Energy Corp (LEU)

SC TO-I 2021-10-20

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Added on October 19, 2026

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Transaction Valuation⁽¹⁾	Amount of Filing Fee⁽²⁾
$43,342,384.40	$4,017.84

Amount Previously Paid: Not applicable	Form or Registration No.: Not applicable
Filing Party: Not applicable	Date Filed: Not applicable

Name	Position
Daniel B. Poneman	President and Chief Executive Officer and Director
Larry B. Cutlip	Senior Vice President, Field Operations
John M.A. Donelson	Senior Vice President, Sales and Chief Marketing Officer
Dennis J. Scott	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Philip O. Strawbridge	Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
Mikel H. Williams	Chairman, Director
Kirkland H. Donald	Director
Tetsuo Iguchi	Director
W. Thomas Jagodinski	Director
Tina W. Jonas	Director
William J. Madia	Director
Bradley J. Sawatzke	Director
Neil S. Subin	Director

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated as of October 20, 2021.
(a)(1)(B)	Form of Letter of Transmittal and Consent
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Current Report on Form 8-K (as filed with the SEC on October 20, 2021 and incorporated herein by reference).
(a)(5)(B)	Press Release, dated October 20, 2021 (incorporated by reference to Exhibit 99.1 to the Current Report on 8-K filed by the Company with the SEC on October 20, 2021)
(b)	Not applicable
(d)(1)	Amended and Restated Certificate of Incorporation of Centrus Energy Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form 8-A, filed with the SEC on September 30, 2014)
(d)(2)	Third Amended and Restated Bylaws of Centrus Energy Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 31, 2017)
(d)(3)	Rights Agreement dated as of April 6, 2016, among Centrus Energy Corp., Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A., together with Computershare, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed with the SEC on April 7, 2016)
(d)(4)	Form of First Amendment to Section 382 Rights Agreement by and between Centrus Energy Corp., Computershare Trust Company, N.A. and Computershare Inc., to be dated on or about February 7, 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2017)
(d)(5)	Second Amendment to the Section 382 Rights Agreement, dated as of April 3, 2019, between Centrus Energy Corp., Computershare Trust Company, N.A. and Computershare Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 4, 2019)
(d)(6)	Third Amendment to the Section 382 Rights Agreement, dated as of April 13, 2020, by and among Centrus Energy Corp., Computershare Trust Company N.A. and Computershare Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2020)
(d)(7)	Fourth Amendment to the Section 382 Rights Agreement, dated as of June 16, 2021, by and among Centrus Energy Corp., Computershare Trust Company, N.A. and Computershare Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021)
(d)(8)	Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Centrus Energy Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed with the SEC on April 7, 2016)
(d)(9)	Certificate of Designation of Rights, Powers, Preferences, Qualifications, Limitations and Restrictions of Series B Senior Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 15, 2017)
(d)(10)	Certificate of Retirement of 62,854 Series B Senior Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 22, 2020)
(d)(11)	Form of Certificate of Retirement of 3,873 Series B Senior Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2021)

Exhibit No.	Description
(d)(12)	Employment Agreement, dated March 6, 2015, by and between Centrus Energy Corp. and Daniel B. Poneman (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 7, 2015)
(d)(13)	Amended Employment Agreement, dated November 28, 2018, by and between Centrus Energy Corp. and Daniel B. Poneman (incorporated by reference to the Exhibit 10.29 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 27, 2020)
(d)(14)	2016 Executive Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 12, 2016)
(d)(15)	Centrus Energy Corp. 2014 Equity Incentive Plan (as amended and restated in May 2017) (incorporated by reference to Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 8, 2018)
(d)(16)	USEC Inc. 2006 Supplemental Executive Retirement Plan, as amended and restated, dated November 1, 2007 (incorporated by reference to Exhibit 10.64 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2007, filed with the SEC on February 29, 2008), as amended by the First Amendment dated October 28, 2009 to the USEC Inc. 2006 Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.71 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 1, 2010)
(d)(17)	2019 Executive Incentive Plan (incorporated by reference to the Exhibit 10.60 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 27, 2020)
(d)(18)	Form of Centrus Energy Corp. Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2021)
(d)(19)	Voting and Nomination Agreement, dated April 13, 2020, by and among Centrus Energy Corp. and the MB Group (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2020)
(d)(20)	First Amendment to the Voting and Nomination Agreement dated February 2, 2021, by and among Centrus Energy Corp., Morris Bawabeh, Kulayba LLC and M&D Bawabeh Foundation, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2021)
(d)(21)	Exchange Agreement dated February 2, 2021, by and among Centrus Energy Corp. and Kulayba LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2021)
(g)	Not applicable
(h)	Not applicable

	Centrus Energy Corp.
	By:	/s/ Philip Strawbridge
		Philip Strawbridge
		Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer
Dated: October 20, 2021

ABOUT THIS OFFER TO PURCHASE	1

SUMMARY	2
The Offer and Consent Solicitation	2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6

CERTAIN CONSIDERATIONS	9

THE OFFER AND CONSENT SOLICITATION	11
Background of the Offer and Consent Solicitation and Reasons for the Offer and Consent Solicitation	11
General Terms	13
Procedure for Tendering Series B Preferred Shares	17
Acceptance of the Series B Preferred Shares and Payment of Cash	21
Announcement of Results of The Offer and Consent Solicitation	22
Agreements, Regulatory Requirements and Legal Proceedings	22
Interests of Directors, Executive Officers and Others	22
Price Range, Dividends and Related Stockholder Matters	22
Source and Amount of Funds	24
Depositary	24
Information Agent	24
Fees and Expenses	24
Transactions and Agreements Concerning Our Series B Preferred Shares	24
Registration Under the Exchange Act	26
Absence of Appraisal Or Dissenters’ Rights	26
Material U.S. Federal Income Tax Consequences	27
Additional Information; Amendments	31

ANNex	32
Annex A	32

Our Company		Centrus Energy Corp., a Delaware corporation (“Centrus” or the “Company”), is a supplier of nuclear fuel components and services for the nuclear power industry. Centrus operates two business segments: (a) low-enriched uranium (“LEU”), which supplies various components of nuclear fuel to utilities, and (b) technical solutions, which provides advanced engineering, design, and manufacturing services to government and private sector customers.

Corporate Contact Information		Our principal executive offices are located at 6901 Rockledge Drive, Suite 800, Bethesda, MD 20817, and our telephone number at that address is (301) 564-3200. Our website is https://www.centrusenergy.com. Information contained on our website is not a part of this Offer to Purchase. Our Class A Common Stock, par value $0.10 per share (the “Class A Common Stock”) is listed on the NYSE American under the symbol “LEU”

Securities to be Tendered		All issued and outstanding shares of our Series B Senior Preferred Stock, par value $1.00 per share (the “Series B Preferred Shares”). The Series B Preferred Shares were issued on February 14, 2017 pursuant to a private exchange offer and consent solicitation, undertaken to reduce and extend the maturity of our long-term debt burden. Pursuant to their current terms, the Series B Preferred Shares accrue preferred dividends at a rate of 7.5% per annum, and we may not pay dividends on our shares of common stock so long as our Series B Preferred Shares are outstanding. Furthermore, the accrued preferred dividends must be paid upon the achievement by us of certain financial thresholds, which have not yet occurred. As of September 30, 2021, there were 37,847 Series B Preferred Shares outstanding, which had an aggregate liquidation preference of $51.0 million, consisting of (i) $37.8 million of original liquidation preference as of the time of issuance on February 14, 2017 and (ii) $13.2 million of cumulative accrued unpaid dividends. The aggregate liquidation preference per Series B Preferred Share (including accrued but unpaid dividends) was $1,347.29 as of September 30, 2021.

Market Price of Our Securities		Our Series B Preferred Shares are not listed on a national securities exchange or quoted on an inter-dealer quotation system.

Background of and the Reasons for the Offer and Consent Solicitation		Our Board of Directors believes that our current capital structure, including the Series B Preferred Shares, limits our ability to raise additional capital that could fund future operations, production and investments. In order to address these issues, and to create additional value for the holders of our common stock, our Board of Directors, in consultation with its advisors, has concluded that a cash tender offer for all of the outstanding Series B Preferred Shares with a concurrent consent solicitation seeking approval of the Series B Preferred Amendment is an appropriate solution and in the best interests of the Company and its stockholders. In light of the foregoing, our Board of Directors believes that the Offer and Consent Solicitation will improve our capital structure, enable us to attract greater capital investment in the Company and create additional value for holders of our common stock.

The Offer		From the date of the commencement of the Offer until the Expiration Date (as described below), we are offering to holders of our Series B Preferred Shares (“Series B Preferred Holders”) the opportunity to receive $1,145.20 in cash for each Series B Preferred Share (inclusive of any rights to accrued but unpaid dividends). The aggregate liquidation preference per Series B Preferred Share (including accrued but unpaid dividends) was $1,347.29 as of September 30, 2021. If a Series B Preferred Holder tenders any Series B Preferred Shares, it may withdraw its tendered Series B Preferred Shares at any time before the Expiration Date (as described below) and retain them on their current terms, or amended terms if the Series B Preferred Amendment is approved. In addition, Series B Preferred Shares that are not accepted by us by Thursday, November 18, 2021 may thereafter be withdrawn until such time as the Series B Preferred Shares are accepted by us. For purposes of the Offer, we will be deemed to have accepted all Series B Preferred Shares that are validly tendered and for which tenders are not withdrawn as of the Expiration Date, unless we give written notice to the holder of the Series B Preferred Share of our non-acceptance. Under no circumstances will we pay interest as part of the consideration, including, but not limited to, by reason of any delay in making payment.

The Consent Solicitation		Concurrently with the Offer, we also are soliciting consents (the “Consent Solicitation”) from holders of the Series B Preferred Shares to amend (the “Series B Preferred Amendment”) the certificate of designation of the Series B Preferred Shares from and after the effective date of the Series B Preferred Amendment to: (i) cease any obligation to pay dividends on Series B Preferred Shares (other than the payment of accrued dividends in connection with a redemption or distribution of assets upon liquidation, dissolution or winding up), (ii) permit the Company to redeem Series B Preferred Shares during the 90 days following the date of effectiveness of the Series B Preferred Amendment at a redemption price per share equal to $1,145.20 (plus any additional accrued dividends for the period from and including the date of effectiveness of the Series B Preferred Amendment to the date of redemption), (iii) remove the prohibition on the declaration and payment of dividends on junior stock of the Company, which includes all shares of the Company’s capital stock defined as “Common Stock” in the Company’s Amended and Restated Certificate of Incorporation, or the redemption, purchase or acquisition of such junior stock, and (iv) remove the restriction on redemption, purchase or acquisition of capital stock of the Company ranking on parity with the Series B Preferred Shares. If the Series B Preferred Amendment is approved, we currently intend to redeem all Series B Preferred Shares that remain outstanding following consummation of the Offer at the reduced redemption price referred to in clause (ii) above. A copy of the proposed Amended and Restated Certificate of Designation effecting the Series B Preferred Amendment (the “Amended and Restated Certificate of Designation”) for the Series B Preferred Shares is attached hereto as Annex A. We urge that you carefully read the Amended and Restated Certificate of Designation in its entirety. The adoption of the Series B Preferred Amendment is conditioned on our receipt of the affirmative consent of holders of at least 90% of the outstanding Series B Preferred Shares. Series B Preferred Holders who validly tender (and do not subsequently withdraw) Series B Preferred Shares in the Offer will automatically be deemed, without any further action, to have given their affirmative consent to approve the Series B Preferred Amendment (effective upon our acceptance of the tendered Series B Preferred Shares). The affirmative consent to the Series B Preferred Amendment is a part of the Letter of Transmittal and Consent that is being sent to Series B Preferred Holders in the Offer (the “Letter of Transmittal and Consent”). Series B Preferred Holders cannot tender any Series B Preferred Shares for exchange in the Offer without giving affirmative consent to the Series B Preferred Amendment and they cannot affirmatively consent to the Series B Preferred Amendment without tendering their Series B Preferred Shares. Thus, before deciding whether to tender any Series B Preferred Shares, Series B Preferred Holders should be aware that a tender of the Series B Preferred Shares may result in the approval of the Series B Preferred Amendment. The Offer and Consent Solicitation are subject to the terms and conditions contained in this Offer to Purchase and the Letter of Transmittal and Consent.

Offer Period		The Offer and Consent Solicitation will expire on the Expiration Date, which is 5:00 p.m., Eastern Standard Time, on Thursday, November 18, 2021, or such later time and date to which we may extend the Offer. We expressly reserve the right, in our sole discretion, at any time or from time to time, to extend the period of time during which the Offer and Consent Solicitation are open (the “Offer Period”). We may withdraw the Offer and Consent Solicitation only if the conditions to the Offer and Consent Solicitation are not satisfied or waived prior to the Expiration Date. Upon any such withdrawal, we are required by Rule 13e-4(f)(5) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to promptly return the tendered Series B Preferred Shares. We will announce our decision to withdraw the Offer and Consent Solicitation by disseminating notice by public announcement or otherwise as permitted by applicable law.

Amendments to The Offer and Consent Solicitation		We reserve the right at any time or from time to time, to amend the Offer and Consent Solicitation, including by increasing or decreasing the cash purchase price for each Series B Preferred Share. If we increase or decrease the cash purchase price for each Series B Preferred Share or decrease the number of the Series B Preferred Shares sought for tender, and the Offer and Consent Solicitation is scheduled to expire at any time earlier than the end of the tenth business day from the date that we first publish, send or give notice of such an increase or decrease, then we will extend the Offer and Consent Solicitation until the expiration of that ten-business day period. If we materially change other terms of the Offer and Consent Solicitation or the information concerning the Offer and Consent Solicitation, or if we waive a material condition to the Offer and Consent Solicitation, we will disseminate promptly additional information to you. In addition, we will extend the Offer and Consent Solicitation to the extent required by the Exchange Act.

Conditions to The Offer and Consent Solicitation	The Offer and Consent Solicitation are conditioned upon the following:
Conditions to The Offer and Consent Solicitation		·	no action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, shall have been threatened, instituted or pending before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Offer or Consent Solicitation, the tender of the Series B Preferred Shares pursuant to the Offer or otherwise relates in any manner to the Offer or Consent Solicitation;

		·	there shall not have been any action threatened, instituted, pending or taken, or approval withheld, or any law, statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or Consent Solicitation or us, including, but not limited to, with respect to the solvency of the Company, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might, directly or indirectly, (i) make the acceptance of the Series B Preferred Shares illegal or otherwise restrict or prohibit completion of the Offer or Consent Solicitation, or (ii) delay or restrict our ability, or render us unable, to accept the Series B Preferred Shares;

		·	there shall not have occurred any event that, in our reasonable judgment, materially adversely affects our business or our ability to consummate the Offer and Consent Solicitation; and

		·	there shall not have occurred any general suspension of, or limitation on prices for, trading in securities in United States securities or financial markets, a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States, any limitation (whether or not mandatory) by any government or governmental, regulatory or administrative authority, agency or instrumentality, domestic or foreign, or other event that, in our reasonable judgment, would or would be reasonably likely to affect the Offer or Consent Solicitation, or a commencement or significant worsening of a war or armed hostilities or other national or international calamity, including but not limited to, catastrophic terrorist attacks against the United States or its citizens.

Additional Consent to Consent Solicitation		In addition to being subject to the conditions set forth above under “The Offer and Consent Solicitation—General Terms—Conditions to The Offer and Consent Solicitation,” the Consent Solicitation is additionally conditioned upon at least 90% of the outstanding Series B Preferred Shares having been tendered in the Offer.

No Recommendation; Holder’s Own Decision		Each holder of the Series B Preferred Shares must make its own decision as to whether to tender the Series B Preferred Shares pursuant to the Offer and consent to the Series B Preferred Amendment pursuant to the Consent Solicitation. Neither we, nor our Board of Directors, our management, the information agent or any other person makes any recommendation on whether you should tender or refrain from tendering all or any portion of your Series B Preferred Shares, or consent to the Series B Preferred Amendment, and no one has been authorized by any of them to make such a recommendation.

Announcement of Results of The Offer		Final results of the Offer and Consent Solicitation, including whether all of the conditions to the Offer and Consent Solicitation have been satisfied or waived and whether we will accept the tendered Series B Preferred Shares, will be published in a current report on Form 8-K to be filed with the Securities and Exchange Commission (the “Commission”) within four business days of the Expiration Date and by amendment to the Schedule TO (as defined below) we file with the Commission in connection with the Offer and Consent Solicitation.

Source and Amount of Funds		The source of funds for the cash consideration being paid by us to those tendering Series B Preferred Shares pursuant to the Offer is our available cash. The total amount of cash required to purchase all outstanding Series B Preferred Shares is $43.3 million. In addition, we estimate fees, expenses and other related amounts incurred in connection with the transactions will be approximately $1.0 million. We expect to have sufficient funds to complete the transactions contemplated by the Offer and Consent Solicitation and to pay fees, expenses and other related amounts from our cash on hand.

Information Agent		D.F. King & Co., Inc. has been appointed as the information agent for the Offer and Consent Solicitation, and will receive customary compensation for its services. Questions concerning tender procedures and requests for additional copies of this Offer to Purchase or the Letter of Transmittal and Consent should be directed to the information agent at the address and telephone numbers set forth on the back cover page of this Offer to Purchase.

Depositary		The depositary for the Offer and Consent Solicitation is: Computershare Trust Company, N.A. (the “Depositary”).

Fees and Expenses		The expenses of soliciting tenders of the Series B Preferred Shares will be borne by us. The principal solicitations are being made by mail; however, additional solicitations may be made by facsimile transmission, telephone or in person by the information agent as well as by our officers and other employees and affiliates. You will not be required to pay any fees or commissions to us or the information agent in connection with the Offer and Consent Solicitation. If your Series B Preferred Shares are held through a broker, dealer, commercial bank, trust company or other nominee that tenders your Series B Preferred Shares on your behalf, your broker or other nominee may charge you a commission or service fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

Absence of Appraisal or Dissenters’ Rights		Holders of the Series B Preferred Shares do not have any appraisal or dissenters’ rights under applicable law in connection with the Offer and Consent Solicitation.

Additional Information; Amendments		We have filed with the Commission an Issuer Tender Offer Statement on Schedule TO-I (the “Schedule TO”). We recommend that holders of the Series B Preferred Shares review the Schedule TO, including the exhibits, and our other materials that have been filed with the Commission before making a decision on whether to accept the Offer and consent to the Series B Preferred Amendment that is the subject of the Consent Solicitation. The Offer and Consent Solicitation are not made to those holders who reside in any jurisdiction where the offer or solicitation would be unlawful. Our Board of Directors recognizes that the decision to accept or reject the Offer and Consent Solicitation is an individual one that should be based on a variety of factors and holders of the Series B Preferred Shares should consult with personal advisors if they have questions about their financial or tax situation.

Material U.S. Federal Income Tax Consequences		You should carefully consider the information described in the section entitled “Material U.S. Federal Income Tax Consequences” beginning on page 27 of this Offer to Purchase.

Certain Considerations		You should also carefully consider the risks and considerations described in the section entitled “Certain Considerations” beginning on page 9 of this Offer to Purchase.

Name and Address of Beneficial Owner	Total Series B Preferred Shares Owned		Percentage of Series B Preferred Shares Owned⁽¹⁾
Neil S. Subin⁽²⁾		9,819		25.9	%
Morris Bawabeh		4,766		12.6	%
Remus Holdings, LLC		5,059		13.4	%
Toshiba America Nuclear Corporation		10,857		28.7	%

*By Mail:*	*By Overnight Courier:*

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, Massachusetts 02021

FOR OFFICE USE ONLY Approved ____________ W-9 Completed ____________
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER (S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) and/or ACCOUNT STATEMENT	CERTIFICATES TENDERED (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
	Certificate Number(s) and/or indicate Book- Entry	Total Number of Series B Senior Preferred Stock Represented by Certificate(s)	Number of Series B Senior Preferred Stock Tendered (1,2)




	Total Series B Senior Preferred Stock Tendered

SPECIAL DELIVERY INSTRUCTIONS To be completed ONLY if the check for the aggregate Purchase Price of Series B Preferred Shares purchased and/or certificates for Series B Preferred Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature.		SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7) To be completed ONLY if the check for payment of the Purchase Price of Series B Preferred Shares accepted for payment are to be issued in the name of someone other than the undersigned.

Mail:		Issue:

Name:		Name:
	(please print)		(please print)

Address:		Address:


	(please include Zip Code)		(please include Zip Code)

	IMPORTANT: STOCKHOLDERS SIGN HERE
	(also please complete IRS Form W-9 or the appropriate IRS Form W-8)

	Signature(s) of Owner(s):


	Dated:

	(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or by person(s) authorized to become registered holder(s) of stock certificate(s) as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 5).

	Name(s):

	(Please Print)



	Area Code and Telephone Number:

	Dated:  , 2021

	NOTE: A notarization by a notary public is not acceptable.

	PLACE MEDALLION GUARANTEE IN SPACE BELOW

*By Mail:*	*By Overnight Courier:*

BY 5:00 P.M. Eastern Standard Time on Expiration Date	BY 5:00 P.M. Eastern Standard Time on Expiration Date

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, Massachusetts 02021

	PLEASE SIGN ON THIS PAGE

	Name(s) of Record Holder(s):
	(Please Print)

	Area code and telephone number:
	If delivery will be by book-entry transfer, check this box.

	GUARANTEE
	(NOT TO BE USED FOR SIGNATURE GUARANTEE)

	The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Association Medallion Signature Guarantee Program, or an “eligible guarantor institution,” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), hereby guarantees (i) that the above-named person(s) has a net long position in the Series B Preferred Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (ii) that such tender of Series B Preferred Shares complies with Rule 14e-4 and (iii) to deliver to the Depositary at one of its addresses set forth above certificate(s) for the Series B Preferred Shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the Series B Preferred Shares into the Depositary’s account at The Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal and Consent (or a manually signed facsimile thereof) and any other required documents, by 5:00 p.m., Eastern Standard Time, within two trading days (as defined in the Letter of Transmittal and Consent) following the Expiration Date.

	The eligible guarantor institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and Consent to the Depositary within the time period stated herein. Failure to do so could result in financial loss to such eligible guarantor institution.



	Name of Eligible Institution Guaranteeing Delivery		Authorized Signature


	Address		Name (Print Name)


	Zip Code		Title

			Dated: , 2021

	(Area Code) Telephone No.

	This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal and Consent is required to be guaranteed by an Eligible Institution under the Instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal and Consent.

	NOTE: DO NOT SEND SERIES B PREFERRED SHARE CERTIFICATES WITH THIS FORM. YOUR SERIES B PREFERRED SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL AND CONSENT.