v3.26.3
Merger
9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Merger Merger
On July 19, 2026, the Company, Parent, and Merger Sub, entered into the Merger Agreement. The Parent and Merger Sub are affiliates of Brookfield Asset Management Ltd. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger. Upon completion of the Merger, the Surviving Entity will be wholly-owned by Parent (other than in respect of the outstanding Series C Preferred shares).
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share of the Company issued and outstanding as of immediately prior to the Effective Time (other than certain excluded shares described in the Merger Agreement) will be automatically cancelled and converted into the right to receive an amount in cash equal to $61.20 per share, without interest. At the Effective Time, each 6.50% Series C Preferred share issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive one Surviving Entity Series C preferred unit (a “Series C Preferred Unit”). The Company has notified the holders of Series C Preferred shares that upon the closing of the Merger the Parent intends to effectuate a second step merger that will result in each Surviving Entity Series C Preferred Unit issued in the Merger being exchanged for a cash amount equal to the $50.00 liquidation preference per Surviving Entity Series C Preferred Unit plus an amount equal to any cumulative dividends in arrears, and any accrued and unpaid dividends to, but not including, the Merger closing date.
Pursuant to the terms of the Merger Agreement, the Company has agreed to suspend payment of its regular common share quarterly dividend, subject to certain exceptions set forth in the Merger Agreement. Although the Merger Agreement permits the Company to make regular quarterly dividends on the Series C Preferred shares, the Company did not declare a third quarter dividend and such cumulative dividends in arrears will be included in the cash amount paid in the second step merger described above.
On October 26, 2026, the Company’s shareholders approved the Merger. The transaction remains subject to the other terms and conditions set forth in the Merger Agreement and closing is currently expected to occur on or about November 2, 2026. As of September 30, 2026, the transaction had not been consummated and the Company incurred $5,608 in transaction costs.