Item 1.01 Entry into a Material Definitive Agreement.
On
Information on the Exchange Offer and "Modified Dutch Auction" Procedure
The Company expects to conduct the Exchange Offer through a procedure called a
"Modified Dutch Auction." For a common shareholder choosing to participate in
the Exchange Offer, this procedure allows the shareholder to select a number of
TruPs, within a set range, at which they are willing to exchange their Shares.
The proposed range for the Exchange Offer is expected to be 1.05 TruPs to 1.40
TruPs per share of
For example, the lowest number of TruPs that would be issued in the Exchange Offer, if fully subscribed, would be 144,900 TruPs. Conversely, the highest number of TruPs that would be issued in the Exchange Offer, if fully subscribed, would be 193,200 TruPs. The maximum number of Shares to be acquired will be 138,000, regardless of the actual number of TruPs issued.
The Company will acquire all Shares at the same exchange ratio, as required by
Exchange Act rules; however, the Exchange Offer is conditioned on, among other
things, shareholders validly tendering (and not properly withdrawing) at least
25,000 Shares, regardless of the number of TruPs issued, prior to the Exchange
Offer's expiration date. The Exchange Offer will only be made to
Additional information about the Exchange Offer will be available at www.sec.gov
and will be mailed to shareholders on or about
Item 7.01 Regulation FD Disclosure.
On
The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section. The information in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
99.1 Press Release datedMarch 28, 2023 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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