QUANTUMONLINE.COM SECURITY DESCRIPTION: Cadiz Inc. 8.875% Depositary Shares each representing a 1/1000 interest in a share of the Series A Cumulative Perpetual Preferred Stock, liquidation preference $25 per Depositary share, redeemable at the issuer's option on or after 07/02/26 at $25 per Depositary share plus accrued and unpaid dividends, and with no stated maturity. Cumulative distributions of 8.875% per annum ($2.21875 per annum or $0.5546875 per quarter) will be paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the record date fixed by the board, not more than 30 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is one business day prior to the record date).
Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-31 of the prospectus for further information).
Upon the occurrence of a change of control resulting in the common shares of the surviving entity no longer being listed on the NYSE, the AMEX or the Nasdaq exchanges and the company has provided notice that they intend to redeem the preferred shares as a result of the change of control, the holder will have the right to convert the preferred shares into common shares (see the prospectus for details).
In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, Junior to the Series 1 Prefered stock, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
