Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and 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 and including the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: 7.50% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over-allotment option is exercised in full) Underwriters: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBS Securities Inc. Listing/Symbol: NYSE / “LHOPrH” ISIN: US5179427027 CUSIP: 000000000 The issuer has filed a registration statement (including a prospectus dated November 23, 2009 and a preliminary prospectus supplement dated January 18, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000 or RBS Securities Inc. toll-free at 0-000-000-0000.
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Special Optional Redemption. Upon The notes may be redeemed at the occurrence Issuer’s option, in whole, at any time before September 23, 2017, at a redemption price equal to 101% of the aggregate principal amount of such notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of such notes being redeemed to, but excluding, the date of such redemption, if the Issuer determines that, in its judgment, the Acquisition will not be consummated on or before September 23, 2017. Repurchase at the Option of Holders upon a Change of Control, Control Triggering Event: The notes will be subject to repurchase at the option of the holders at a purchase price of 101% of the principal amount thereof plus accrued and unpaid interest if the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and within 120 days after the first date on which such experiences a Change of Control occurredTriggering Event (as described in the Preliminary Prospectus Supplement April 10, by paying $25.00 per share, plus any accrued and unpaid dividends to and including the date of redemption2017). If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. YieldCUSIP / ISIN: 7.50% Public Offering Price237194 AL9 / US237194AL90 Joint Book-Running Managers: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over-allotment option is exercised in full) Underwriters: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxxxx, Sachs & Co. Xxxxx & AssociatesFargo Securities, LLC Fifth Third Securities, Inc. RBS SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Co-Managers: Mizuho Securities USA LLCDeutsche Bank Securities Inc. Listing/SymbolNote: NYSE / “LHOPrH” ISIN: US5179427027 CUSIP: 000000000 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus dated November 23, 2009 and a preliminary prospectus supplement dated January 18, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement prospectus, if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxxxx, Sachs & Co. at 1-866-471-2526 or Xxxxx & AssociatesFargo Securities, Inc. toll-free at 0-000-000-0000 or RBS Securities Inc. toll-free LLC at 0-000-000-0000.. XXXXXXX X-0 FORM OF OPINION OF HUNTON & XXXXXXXX LLP, COUNSEL FOR THE COMPANY, TO BE DELIVERED PURSUANT TO SECTION 5(b)
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Special Optional Redemption. Upon If the occurrence Acquisition (as defined in the prospectus supplement) is not closed on or before August 31, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes at a Change redemption price equal to 101% of Control, the Issuer may, at its option, redeem aggregate principal amount of the Series A Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per sharenotes, plus any accrued and unpaid dividends to and including interest, to, but excluding, the date of redemption. IfInterest Payment Dates: May 25 and November 25, prior to the Change of Control Conversion Datecommencing November 25, the Issuer has provided or provides notice of redemption with respect to the Series H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield2017 CUSIP / ISIN: 7.50% Public Offering Price87233Q AC2 / US87233QAC24 Joint Book-Running Managers: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over-allotment option is exercised in full) Underwriters: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & AssociatesMUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. RBS Deutsche Bank Securities Inc. Listing/Symbol: NYSE / “LHOPrH” ISIN: US5179427027 CUSIP: 000000000 X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC The issuer has filed a registration statement (including a prospectus dated November 23, 2009 prospectus) and a preliminary prospectus supplement dated January 18, 2011) with the SEC U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1(000) 000-800-294-1322, Xxxxxxx Xxxxx & Associates, 0000 or MUFG Securities Americas Inc. toll-free at 0-(000-000-0000 or RBS Securities Inc. toll-free at 0-000-) 000-0000.. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company None
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Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A B Preferred SharesStock, in whole or in part and part, within 120 days after the first date on which such Change of Control occurred, by paying for cash at a redemption price of $25.00 per share, plus any accrued accumulated and unpaid dividends to and including thereon to, but not including, the date of redemptionredemption date. If, prior to the Change of Control Conversion Date, Date the Issuer has provided or provides notice of redemption with respect its election to redeem some or all of the shares of Series H B Preferred Shares Stock (whether pursuant to the Issuer’s its optional redemption right described above or its this special optional redemption right), investors the holders of Series B Preferred Stock will not have the conversion right described aboveabove under “—Conversion Rights” with respect to the shares of Series B Preferred Stock called for redemption. Please see the section entitled “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption” in the Preliminary Prospectus Supplement Yield: 7.507.625% Public Offering PriceJoint Book Running Managers: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over-allotment option is exercised in full) Underwriters: Xxxxx Fargo SecuritiesX.X. Xxxxxx Securities LLC and Xxxxx, LLC Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & AssociatesXxxxx, Inc. RBS Co-Managers Credit Suisse Securities (USA) LLC, Ladenburg Xxxxxxxx & Co. Inc., MLV & Co LLC and Steme, Xxxx & Xxxxx, Inc. Listing/Symbol: NYSE / The Issuer is applying, to list the Series B Preferred Stock on The New York Stock Exchange under the symbol “LHOPrHDXPrB” ISIN: US5179427027 US26817Q8033 CUSIP: 000000000 00000X000 The issuer Issuer has filed a registration statement (including a prospectus dated November 23December 13, 2009 2011 and a preliminary prospectus supplement dated January 18April 11, 20112013) with the SEC for the offering to which this communication relatesrelaxes. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other ether documents the issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, X. X. Xxxxxx Securities LLC toll-free collect at 0-000-000-00000000 and Xxxxx, Xxxxxxx LynchXxxxxxxx & Xxxxx, Pierce, Xxxxxx & Xxxxx Incorporated Inc. toll-free at 1-800-294966-13221559. Exhibit A-1 FORM OF OPINION OF XXXXXXXX XXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) X.X. Xxxxxx Securities LLC Xxxxx, Xxxxxxx Xxxxx & AssociatesXxxxxxxx and Xxxxx, Inc. toll-free at 0-000-000-0000 as Representatives of the Underwriters named in the Underwriting Agreement c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as counsel to Dynex Capital, Inc., a Virginia corporation (the “Company”), in connection with the offering and sale by the Company of up to 2,300,000 shares of its 7.625% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”), pursuant to an Underwriting Agreement, dated April 11, 2013, by and among the Company and X.X. Xxxxxx Securities LLC and Xxxxx, Xxxxxxxx and Xxxxx, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”). This letter is being delivered to you pursuant to Section 5(b) of the Underwriting Agreement. All terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. We have examined originals or RBS Securities Inc. toll-free at 0-000-000-0000.copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company, and other documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. In addition, we have relied upon the representations contained in the Underwriting Agreement. In our examination of records and other documents, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. In addition, we have made such other investigations of applicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of any facts, searched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereof. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that:
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Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A D Preferred Shares, in whole or in part and 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 and including to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H D Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors the holders of Series D Preferred Shares to which such notice of redemption relates will not have the conversion right described aboveabove and such Series D Preferred Shares will instead be redeemed in accordance with such notice. Annual Yield: 7.506.375% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Sch B-4 Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) 121,062,500 Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over3,937,500 Joint Book-allotment option is exercised in full) UnderwritersRunning Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBS Securities Xxxxx Fargo Securities, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Citigroup Global Markets Inc. Xxxxxxxxx LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Listing/Symbol: NYSE / “LHOPrHPEBPrD” (to be applied for) ISIN: US5179427027 US70509V5066 CUSIP: 000000000 70509V 506 The issuer has filed a registration statement (including a prospectus dated November 23March 4, 2009 2014) and a preliminary prospectus supplement dated January 18June 2, 2011) 2016 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000 or RBS Securities Inc. Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000.
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Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A E Preferred Shares, in whole or in part and 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 distributions to and including but excluding the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H E Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right Change of Control Conversion Right described above. Yield: 7.50% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 242,125,000 ($72,395,375 278,443,750, if the underwriters’ overunderwriters exercise their overallotment option) Joint Book-allotment option is exercised in full) Underwriting DiscountRunning Managers: $2,047,500 ($2,354,625 if the underwriters’ over-allotment option is exercised in full) Underwriters: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC Lead Manager: Xxxxxx Xxxxxxx & Co. Incorporated Co-Managers: BB&T Capital Markets, a division of Xxxxx & AssociatesXxxxxxxxxxxx, LLC Xxxxxxxxx & Company, Inc. RBS Securities Inc. RBC Capital Markets, LLC Expected Listing/Symbol: NYSE / “LHOPrHCWH PRE” ISIN: US5179427027 US2032336065 CUSIP: 000000000 203233 606 The issuer has filed a registration statement (including a prospectus dated November 23June 15, 2009 and a preliminary prospectus supplement dated January 18May 25, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling BofA Xxxxxxx Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxx & Associates, Inc. Citi toll-free at 0-(000) 000-0000, UBS Investment Bank toll-free at (000) 000-0000 extension 561-3884 or RBS Xxxxx Fargo Securities Inc. toll-free at 0-000-000-0000.
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Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A F Preferred Shares, in whole or in part and 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 and including to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H F Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors holders of Series F Preferred Shares will not have the conversion right described above. Yield: 7.506.450% Schedule B-3 Public Offering Price: $25.00 per share Purchase Price by UnderwritersUnderwriter: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) 72,637,500 Underwriting Discount: $2,047,500 ($2,354,625 if 2,362,500 Use of Proceeds: The Issuer will contribute the underwriters’ overnet proceeds from this offering to its operating partnership in exchange for series F preferred units, the economic terms of which are substantially similar to the Series F Preferred Shares. The operating partnership will subsequently use the net proceeds from this offering, along with cash on hand, to repay in full the outstanding mortgage loan secured by the Renaissance Orlando at SeaWorld®, and to the extent of any excess net proceeds, for general corporate purposes. Book-allotment option is exercised in full) UnderwritersRunning Manager: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBS Securities Inc. Listing/Symbol: NYSE / “LHOPrHSHO PR F” ISIN: US5179427027 US8678927059 CUSIP: 000000000 867892 705 The issuer Issuer has filed a registration statement (including a prospectus dated November 23January 10, 2009 2014 and a preliminary prospectus supplement dated January 18May 9, 20112016) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxx & Associates. Schedule B-4 EXHIBIT C SIGNIFICANT SUBSIDIARIES OF THE COMPANY Boston 1927 Lessee, Inc. tollBoston 1927 Owner, LLC EP Holdings, LLC One Park Boulevard, LLC Sun CHP I, Inc. Sun XXX XX, XXX Xxxxxxxx 00xx Xxxxxx Lessee, Inc. Sunstone 42nd Street, LLC Sunstone Broadway, LLC Sunstone Canal Lessee, Inc. Sunstone Canal, LLC Sunstone Center Court Lessee, Inc. Sunstone Center Court, LLC Sunstone Century Lessee, Inc. Sunstone Century, LLC Sunstone Cowboy, LP Sunstone Cowboy GP, LLC Sunstone Cowboy Lessee, LP Sunstone Cowboy Lessee GP, LLC Sunstone East Grand Lessee, Inc. Sunstone East Grand, LLC Sunstone East Xxxxx, XX Sunstone East Xxxxx XX, LLC Sunstone East Xxxxx Lessee, Inc. Sunstone EC5 Lessee, Inc. Sunstone EC5, LLC Sunstone Hawaii 3-free at 0 Lessee, Inc. Sunstone Hawaii 3-0, LLC Sunstone Holdco 3, LLC Sunstone Holdco 4, LLC Sunstone Holdco 5, LLC Sunstone Holdco 6, LLC Sunstone Holdco 8, LLC Sunstone Holdco 9, LLC Sunstone Holdco 10, LLC Sunstone Hotel Acquisitions, LLC Sunstone Hotel Partnership, LLC Sunstone Hotel TRS Lessee, Inc. Sunstone Jamboree Lessee, Inc. Sunstone Jamboree, LLC Sunstone K9 Lessee, Inc. Sunstone K9, LLC Sunstone LA Airport Lessee, Inc. Sunstone LA Airport, LLC Sunstone Leesburg Lessee, Inc. Sunstone Leesburg, LLC Sunstone Longhorn, LP Sunstone Longhorn GP, LLC Sunstone Longhorn Holdco, LLC Sunstone Longhorn Lessee, LP Sunstone Longhorn Lessee GP, LLC Sunstone MacArthur Lessee, Inc. Sunstone MacArthur, LLC Sunstone North State Lessee, Inc. Sunstone North State, LLC Sunstone Ocean Lessee, Inc. Sunstone Ocean, LLC Sunstone Outparcel, LLC Sunstone Park, LLC Sunstone Park Lessee, LLC Sunstone Philly, LP Sunstone Philly GP, LLC Sunstone Philly Lessee, Inc. Sunstone Pledgeco, LLC Sunstone Quincy Lessee, Inc. Sunstone Quincy, LLC Sunstone Red Oak Lessee, Inc. Sunstone Red Oak, LLC Sunstone Saint Clair, LLC Sunstone Saint Clair Lessee, Inc. Sunstone Sea Harbor Holdco, LLC Sunstone Sea Harbor Lessee, Inc. Sunstone Sea Harbor, LLC Sunstone Sidewinder Lessee, Inc Sunstone Sidewinder, LLC Sunstone St. Xxxxxxx Lessee, Inc. Sunstone St. Xxxxxxx, LLC Sunstone Top Gun Lessee, Inc. Sunstone Top Gun, LLC Sunstone Xxx Xxxxxx, LLC Sunstone Westwood, LLC Sunstone Wharf Lessee, Inc. Sunstone Wharf, LLC SWW No. 1, LLC WB Sunstone-000Portland, Inc. WB Sunstone-000-0000 or RBS Securities Portland, LLC WHP Bevflow, LLC WHP Texas Beverage 1, Inc. toll-free at 0-000-000-0000.WHP Texas Beverage 2, Inc.
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Samples: Underwriting Agreement (Sunstone Hotel Investors, Inc.)
Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A H Preferred Shares, in whole or in part and 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 and including to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors the holders of Series H Preferred Shares to which such notice of redemption relates will not have the conversion right described aboveabove and such Series H Preferred Shares will instead be redeemed in accordance with such notice. Annual Yield: 7.505.700% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Sch B-5 Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) 242,125,000 Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over7,875,000 Joint Book-allotment option is exercised in full) UnderwritersRunning Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBS BofA Securities, Inc. Joint Lead Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx, Xxxxxxxx & Company, Incorporated Senior Co-Managers: PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Co-Managers: Capital One Securities, Inc. Regions Securities LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Listing/Symbol: NYSE / “LHOPrHPEB-PH” (to be applied for) ISIN: US5179427027 US70509V8862 CUSIP: 000000000 70509V 886 The issuer has filed a registration statement (including a prospectus dated November 23February 21, 2009 2020) and a preliminary prospectus supplement dated January 18July 21, 2011) 2021 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000 or RBS Securities BofA Securities, Inc. toll-free at 01-000800-000294-00001322.
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Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and 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 and including to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H A Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: 7.507.875% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) 121,062,500 Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over3,937,500 Joint Book-allotment option is exercised in full) UnderwritersRunning Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBS Securities Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Listing/Symbol: NYSE / “LHOPrHPEBPrA” ISIN: US5179427027 US70509V2097 CUSIP: 000000000 00000X000 The issuer has filed a registration statement (including a prospectus dated November 23January 11, 2009 2011 and a preliminary prospectus supplement dated January 18March 7, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, 1322 or Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 or RBS Securities TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. toll-free as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at 0-000-000-0000.the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:
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Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A D Preferred Shares, in whole or in part and 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 and including to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H D Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: 7.508.0% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 96,850,000 ($72,395,375 111,377,500 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $2,047,500 3,150,000 ($2,354,625 3,622,500 if the underwriters’ over-allotment option is exercised in full) UnderwritersJoint Book-Running Managers: Xxxxx J.X. Xxxxxx Securities LLC Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Wxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBS Securities Inc. Listing/Symbol: NYSE / “LHOPrHSHO PR D” ISIN: US5179427027 US8678925079 CUSIP: 000000000 800000000 The issuer Issuer has filed a registration statement (including a prospectus dated November 23January 14, 2009 2011 and a preliminary prospectus supplement dated January 18March 30, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC Web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo SecuritiesJ.X. Xxxxxx Securities LLC at 1-212- 834-4533, LLC toll-free at 0-000-000-0000, Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxx & Associatesor Wxxxx Fargo Securities, Inc. LLC toll-free at 0-000-000-0000 or RBS Securities Inc. toll-free at 01-000-000-0000.
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Samples: Underwriting Agreement (Sunstone Hotel Investors, Inc.)
Special Optional Redemption. Upon N/A The 2026 Notes may also be redeemed at the occurrence of a Change of ControlIssuer’s option, the Issuer mayin whole, at its optionany time before June 1, redeem 2017, at a redemption price equal to 101% of the Series A Preferred Shares, in whole or in part and within 120 days after aggregate principal amount of the first date on which such Change of Control occurred, by paying $25.00 per share2026 Notes being redeemed, plus any accrued and unpaid dividends to and including interest on the aggregate principal amount of such 2026 Notes being redeemed to, but excluding, the date of such redemption. If, prior to the Change of Control Conversion Dateif, the Issuer has provided or provides notice of redemption with respect to the Series H Preferred Shares (whether pursuant to in the Issuer’s optional redemption right or its special optional redemption right)judgment, investors the Transaction will not have the conversion right described abovebe consummated on or before June 1, 2017. YieldTrade Date: 7.50% Public Offering PriceSeptember 29, 2016 September 29, 2016 Settlement Date: T+4; October 5, 2016 T+4; October 5, 2016 CUSIP / ISIN: 233331 AX5/US233331AX57 233331 AY3/US233331AY31 Denominations: $25.00 per share Purchase Price by Underwriters1,000 and integral multiples thereof $1,000 and integral multiples thereof Anticipated Ratings*: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over[intentionally omitted] [intentionally omitted] Joint Book-allotment option is exercised in full) Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over-allotment option is exercised in full) UnderwritersRunning Managers: Xxxxx Fargo Securities, LLC Xxxxx Fargo Securities, LLC BNY Mellon Capital Markets, LLC Barclays Capital Inc. MUFG Securities Americas Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & AssociatesScotia Capital (USA) Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Senior Co-Managers: BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. RBS KeyBanc Capital Markets Inc. Mizuho Securities USA Inc. Listing/SymbolMUFG Securities Americas Inc. TD Securities (USA) LLC UBS Securities LLC Co-Managers: NYSE / “LHOPrH” ISINComerica Securities, Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. *Note: US5179427027 CUSIP: 000000000 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.The issuer has filed a registration statement (including a prospectus dated November 23, 2009 and a preliminary prospectus supplement dated January 18, 2011prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling calling, Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, BNY Mellon Capital Markets, LLC toll-free at 0-000-000-0000, MUFG Securities Americas Inc. toll-free at 0-000-000-0000, Barclays Capital Inc. toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000 or RBS Securities Scotia Capital (USA) Inc. toll-free at 0-000-000-0000., Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or X.X. Xxxxxx Securities LLC collect at 0-000-000-0000. Schedule IV-3 SCHEDULE V PRICING DISCLOSURE PACKAGE
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Special Optional Redemption. Upon In the occurrence event of a Change of Control, the Issuer may, at its option, will have the option to redeem the Series A B Preferred SharesStock, in whole or in part and part, within 120 days after the first date on which such Change of Control occurred, by paying has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends to and including the date of redemption. If(whether or not declared) to, prior to the Change of Control Conversion Datebut not including, the redemption date. To the extent that the Issuer has provided or provides notice of exercises its redemption with respect right (by sending the required notice) relating to the Series H B Preferred Shares (whether pursuant to Stock, the Issuer’s optional redemption right or its special optional redemption right), investors holders of shares of the Series B Preferred Stock will not have be permitted to exercise the conversion right described aboveabove in respect of their shares of Series B Preferred Stock called for redemption. YieldCUSIP / ISIN: 7.50% Public Offering Price83600C 301 / US83600C3016 Expected Listing: $25.00 per share Purchase Price by UnderwritersThe Issuer has filed an application to list the Series B Preferred Stock with the NASDAQ under the symbol “SOHOB.” If the listing application is approved, the Issuer expects trading of the Series B Preferred Stock to commence within 30 days after initial delivery of the Series B Preferred Stock. Voting Rights The Series B Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement Lead Book-Running Manager: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ overSandler X’Xxxxx & Partners, L.P Passive Book-allotment option is exercised in full) Underwriting DiscountRunning Manager: $2,047,500 ($2,354,625 if the underwriters’ overXxxxxx Xxxxxxxxxx Xxxxx LLC Co-allotment option is exercised in full) UnderwritersManagers: Xxxxx Fargo SecuritiesBoenning & Scattergood, Inc. J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. RBS Securities Inc. Listing/Symbol: NYSE / “LHOPrH” ISIN: US5179427027 CUSIP: 000000000 The issuer Issuer has filed a registration statement (including a prospectus dated November 23October 10, 2009 2014 and a preliminary prospectus supplement dated January 18August 15, 20112016) with the SEC Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynchor by email at xxxxxxxxx@xxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) MHI Hospitality TRS Holding, PierceInc. MHI Hospitality TRS, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322LLC SOHO Atlanta TRS, Xxxxxxx Xxxxx & LLC SOHO Atlanta LLC Capitol Hotel Associates Limited Partnership, L.L.P. Savannah Hotel Associates, Inc. tollL.L.C. Philadelphia Hotel Associates LP Sotherly-free at 0-000-000-0000 or RBS Securities Inc. toll-free at 0-000-000-0000.Houston GP, LLC Houston Hotel Associates Limited Partnership, LLP Houston Hotel Manager, LLC Houston Hotel Owner, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC
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