Interest payments can be deferred without a default for up to 5 years, in more than 1 instance. Interest will continue to accrue will deferred. No deferral can last beyond the maturity date. No dividend may be paid on preferred or common shares if interest is deferred. Deferred interest is due if a common or preferred dividend is declared.
We are offering $40,000,000 in aggregate principal amount of 8.00% notes due 2027, which we refer to as the “Notes.” The Notes will mature on October 31, 2027. We will pay interest on the Notes on February 28, May 31, August 31, and November 30 of each year, beginning on February 28, 2023. We may redeem the Notes in whole or in part at any time or from time to time on or after October 27, 2024, at the redemption price of par, plus accrued interest, as set forth under the section titled “Description of the Notes — Optional Redemption” in this prospectus supplement. The Notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. The Notes will rank pari passu with, or equal to, our general liabilities (other than amounts outstanding under the Encina Credit Facility). In total, these general liabilities were $11.9 million as of October 18, 2022. We currently do not have outstanding debt that is subordinated to the Notes and do not currently intend to issue indebtedness that expressly provides that it would be subordinated to the Notes. Therefore, the Notes will not be senior to any of our indebtedness or obligations.
Coupo n is fixed at 7.125% until 10/15/2027 after which it is reset at the 5 year treasury plus a fixed spread of 3.456%.Then the coupon is reset every 5 years.
So long as no event of default with respect to the debentures has occurred and is continuing, we may, on one or more occasions, in our sole discretion, defer interest payments on the debentures for one or more optional deferral periods of up to five consecutive years without giving rise to an event of default under the terms of the debentures (each such period, an “Optional Deferral Period”). A deferral of interest payments cannot extend, however, beyond the maturity date or the earlier acceleration or redemption of the debentures. During an Optional Deferral Period, interest will continue to accrue on the debentures, and deferred interest payments will accrue additional interest at the then applicable interest rate on the debentures, compounded quarterly as of each interest payment date to the extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period will be due and payable on the debentures until the end of such Optional Deferral Period except upon an acceleration or redemption of the debentures during such deferral period.
So long as no event of default with respect to the notes has occurred and is continuing, we have the right to defer the payment of interest on the notes for one or more consecutive interest periods that do not exceed five years for any single deferral period as described in “Description of the Junior Subordinated Notes—Option to Defer Interest Payments” in this prospectus supplement. We may not defer interest beyond the maturity date, any earlier accelerated maturity date arising from an event of default or any other earlier redemption of the notes. During a deferral period, interest will continue to accrue on the notes at the annual rate of % and deferred interest on the notes will bear additional interest at such rate, compounded on each interest payment date, subject to applicable law. If we have paid all deferred interest (including compounded interest thereon) on the notes, we can again defer interest payments on the notes as described above.
