Installment Payment Dates. March 1, June 1, September 1 and December 1 of each year, commencing on March 1, 2015, with a final installment payment date of December 1, 2017. Preferred Stock Installment Payments on the Mandatory Redeemable Preferred Stock: Kindred will make quarterly preferred stock installment payments of $18.75 per share of Mandatory Redeemable Preferred Stock (except for the March 1, 2015 preferred stock installment payment, which will be $20.00 per share of Mandatory Redeemable Preferred Stock) (equivalent to a 7.50% cash payment per year) in cash, shares of the Common Stock, or a combination thereof, at Kindred’s election, to the extent that Kindred has funds lawfully available for such purpose with respect to any such payments in cash and, with respect to the dividend portion of such payment, such dividend is declared by Kindred’s board of directors. Dividends on the Mandatory Redeemable Preferred Stock will accumulate at a rate of 7.25% per annum on the outstanding liquidation preference (after giving effect to any prior reductions therein) of the Mandatory Redeemable Preferred Stock. Each preferred stock installment payment will constitute a payment of dividends and a payment of consideration (the “Redemption Amount”) for the partial reduction in the liquidation preference of the Mandatory Redeemable Preferred Stock, allocated as set forth in the following table: March 1, 2015 $ 16.10 $ 3.90 June 1, 2015 $ 15.39 $ 3.36 September 1, 2015 $ 15.67 $ 3.08 December 1, 2015 $ 15.95 $ 2.80 March 1, 2016 $ 16.24 $ 2.51 June 1, 2016 $ 16.54 $ 2.22 September 1, 2016 $ 16.83 $ 1.92 December 1, 2016 $ 17.14 $ 1.61 March 1, 2017 $ 17.45 $ 1.30 June 1, 2017 $ 17.77 $ 0.98 September 1, 2017 $ 18.09 $ 0.66 December 1, 2017 $ 18.42 $ 0.33 Redemption of Mandatory Redeemable Preferred Stock at the Option of the Holder: If Kindred elects to settle the Purchase Contracts early or in the event of a Merger Termination Redemption, holders of Mandatory Redeemable Preferred Stock (whether as components of Units or separate Mandatory Redeemable Preferred Stock) will have the right to require Kindred to redeem their Mandatory Redeemable Preferred Stock for cash, shares of Common Stock or a combination thereof, at Kindred’s election at a redemption price per share of Mandatory Redeemable Preferred Stock equal to the liquidation preference per share of Mandatory Redeemable Preferred Stock as of the Redemption Date plus accumulated and unpaid dividends on such share to, but excluding, the redemption date. Units Public Offering Price: $1,000 per Unit $150,000,000 in aggregate (or $172,500,000 if the underwriters of the Units Offering exercise their over-allotment option to purchase 22,500 additional Units in full). Underwriting Discount: $30.00 per Unit $4,500,000 in aggregate (or $5,175,000 if the underwriters of the Units Offering exercise their over-allotment option to purchase 22,500 additional Units in full).
Appears in 2 contracts
Sources: Underwriting Agreement (Kindred Healthcare, Inc), Underwriting Agreement (Kindred Healthcare, Inc)