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Certain provisions which, while not required bysince February 2018. Mr. Uppal also served as the NASAA REIT Guidelines, are consistent with provisions required byChief Executive Officer of Terra Income Advisors, LLC (“Terra Income Advisors”) and Terra BDC from April 2019 to October 2022 and as the NASAA REIT GuidelinesChairman of the board of directors and are customary inPresident of Terra BDC from November 2019 to October 2022. Prior to joining Terra Capital Partners, Mr. Uppal was a Partner and Head of Real Estate at Axar Capital Management since 2016. Prior to Axar Capital Management, Mr. Uppal was a Managing Director on the public, non-listed REIT industry or otherwise expected by state securities regulators.
Investment Team at Fortress Investment Group’s Credit and Real Estate Funds from 2015 to 2016. From 2012 to 2015, Mr. Uppal worked at Mount Kellett Capital Management, a private investment organization, and served as Co-Head of North American Real Estate Investments. Mr. Uppal holds a B.S. from the University of St. Thomas and a M.S. from Columbia University.
AMENDMENTS TO INCLUDE PROVISIONS REGARDING TENDER OFFERSRoger H. Beless
The Second Articles include provisions (collectively, the “Tender Offer Provisions”) governing third-party offers to our stockholders to purchase less than 5% of outstanding shares has served as one of our common stock (commonly referred toindependent directors since February 2018. Since May 2016, Mr. Beless has served as “mini-tender offers”).
WhenChief Operating Officer at StreetLights Residential, where he oversees capital markets, asset and portfolio management, acquisitions and dispositions, and company operations, including accounting, human resources and information technology. Mr. Beless is also a bidder makes a tender offer for more than five percent of a company’s shares, allmember of the SEC’s tender offer rules applySenior Management team and Investment Committee. From June 2012 until March 2016, Mr. Beless served as Managing Director for Mount Kellett Capital Management, where he oversaw global real estate asset management. Prior to such tender offer. These rules require bidders to, among other things, disclose important information about themselvesjoining Mount Kellett, Mr. Beless spent nearly 20 years with Goldman Sachs/Archon Group where he held a number of positions, including co-head of US Real Estate and Chief Operating Officer for Archon Residential, where he oversaw acquisitions, asset management, property management and dispositions. Mr. Beless also spent four years in Tokyo, Japan where he led the startup of Goldman Sachs Realty Japan, Ltd. He formerly served on the advisory board of Waymaker Value and Real Estate and the termsadvisory board of Apartment Life. Mr. Beless holds a B.A. in Economics and Finance from Baylor University and a M.B.A from Southern Methodist University.
Michael L. Evans has served as one of our independent directors since October 2017. Mr. Evans has served as a member of the offer, file their offering documentsboard of directors of Terra BDC from March 2015 to April 2019. Since December 2012, Mr. Evans has been the Managing Director and Chief Financial Officer of Newport LLC (formerly known as Newport Board Group), a CEO and board advisory firm. From June 2010 to September 2011, Mr. Evans served as the Interim Country Manager and Advisory Board Member for Concern Worldwide U.S. Inc., a non-profit humanitarian organization. From January 1977 until June 2010, Mr. Evans was with the SECErnst & Young, LLP (“Ernst & Young”), and provide the target company and any competing bidders with information about the tender offer. These rules also provide investors important protections, including the right to withdraw from the tender offer while it remains open. However, none of the foregoing rules apply to a mini-tender offer.
The Tender Offer Provisions are not required by the NASAA REIT Guidelines, however they are commonly included in the charter documents of public, non-listed REITsserved as a defense against opportunistic mini-tender offers. Unlikepartner since 1984. During his nearly 34 years with Ernst & Young, he served as a tax, audit and consulting services partner, specializing in real estate companies and publicly-traded entities. Mr. Evans previously served on the Springing NASAA Provisions,Advisory Board of Marcus & Millichap, Inc., the Tender Offer Provisions are not contingent upon any future event and will become effective immediately upon the filing of the Second Articles with SDAT. The Tender Offer Provisions will not apply to any shares of our stock which are listed on a securities exchange at the time of the tender offer.
Set forth below is a summary of the Tender Offer Provisions included in Section 13.7 of the Second Articles. The summary below is not exhaustive and is qualified in its entirety by the complete text of the Second Articles attached hereto as Independent Counsel BoardAnnex A.
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Any person that makes a tender offer for our shares (a “Bidder”), including, without limitation, a “mini-tender” offer, must comply with all of the SEC’s tender offer rules, including, without limitation, public disclosure and notice requirements, that would be applicable if the tender offer was for more than 5% of our outstanding shares, provided, however, that such documents are not required to be filed with the SEC.
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Any Bidder must provide us with at least ten business days prior to initiating any tender offer.
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If a Bidder initiates a tender offer without complying with requirements summarized above (a “Non-Compliant Tender Offer”) and we do not recommend acceptance of such Non-Compliant Tender Offer in the statement that we send to our stockholders regarding such Non-Compliant Tender Offer (our “Position Statement”), then any stockholder who tendered their shares in connection with the Non-Compliant Tender Offer may deliver a rescission notice to us within 30 days of issuance of our Position Statement indicating such stockholder’s desire to rescind its tender. Upon timely delivery of such a rescission notice, such stockholder’s purported tender will be deemed void and the Bidder will acquire no rights in such stockholder’s shares. Until the expiration of this 30-day period, we will not record a transfer of shares to the Bidder or its assignee in connection with the Non-Compliant Tender Offer.
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Unless waived by us, any Bidder who makes a Non-Compliant Tender Offer that is not recommended by us in our Position Statement will be responsible for all expenses we incur in connection with our review of the Non-Compliant Tender Offer, the preparation and delivery of our Position Statement and the enforcement of the Tender Offer Provisions.
MISCELLANEOUS PROVISIONS
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The Second Articles also include various non-material edits designed to:
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Conform terminology and the use of certain defined terms;
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Eliminate redundant provisions;
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Clarify existing language;