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Jernigan Capital, 7.00% Series B Cumulative Redeemable Perpetual Preferred Stock
Ticker Symbol: JCAP-B* CUSIP: 476405204 Previous CUSIP: Exchange: NYSE
* NOTE: This security is no longer trading as of 11/06/20
Security has been Called for: Friday, November 6, 2020
Oct 26, 2020 -- Jernigan Capital, Inc. (NYSE: JCAP) (“Jernigan” or the “Company”) announced that its shareholders approved the acquisition of Jernigan by affiliates of NexPoint Advisors, L.P. (“NexPoint”) at its special meeting of stockholders held earlier today. Shares representing approximately 77.67% of the Company outstanding stock voted at the special meeting, with approximately 97.65% of such shares voting FOR approval of the merger.
As announced previously, on August 3, 2020 Jernigan entered into a definitive agreement with affiliates of NexPoint (the “Merger Agreement”), under which Jernigan will be acquired by NexPoint in an all-cash transaction valued at approximately $900 million, including debt and preferred stock to be assumed or refinanced. Under the terms of the Merger Agreement, holders of Jernigan’s common stock and holders of units of operating company interests in Jernigan Capital Operating Company, LLC will receive $17.30 per share/unit in cash. This represents a 30% premium over the 90-day volume-weighted average share price ending July 31, 2020 and a 23% premium over the July 31, 2020 closing share price. Holders of the Company’s Series B preferred stock will receive cash equal to $25.00 per share plus all accrued dividends (whether or not authorized or declared) up to, but excluding, the date the merger is consummated. The parties intend to complete the transaction as soon as reasonably practicable. Upon the closing of the transaction, trading of Jernigan’s shares on the New York Stock Exchange will cease.
Under the terms of the Merger Agreement, holders of JCAP's common stock and holders of units of operating company interests in Jernigan Capital Operating Company, LLC will receive $17.30 per share/unit in cash. This represents a 30% premium over the 90-day volume-weighted average share price ending July 31, 2020 and a 23% premium over the July 31, 2020 closing share price. Holders of the Company’s Series B preferred stock will receive cash equal to $25.00 per share plus all accrued dividends (whether or not authorized or declared) up to, but excluding, the date the merger is consummated.
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QUANTUMONLINE.COM SECURITY DESCRIPTION: Jernigan Capital, 7.00% Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25 per share, redeemable at the issuer's option on or after 1/26/2023 at $25 per share plus accrued and unpaid dividends, and with no stated maturity. Cumulative distributions of 7.00% per annum ($1.75 per annum or $0.4375 per quarter) will be paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the record date that will be 1/1, 4/1, 7/1 & 10/1 respectively (NOTE: the ex-dividend date is one business day prior to the record date). Upon the occurrence of a change of control the company will have the option within 120 days to redeem the preferred shares at $25 per share plus accrued and unpaid dividends. If the company has exercised their redemption right, the holders will NOT have the following conversion right. Upon the occurrence of a change of control, and the company has NOT provided notice that they intend to redeem the preferred shares, the holder will have the right to convert the preferred shares into common shares under certain circumstances (see the prospectus for details). Dividends paid by preferreds issued by REITs are NOT eligible for the preferential 15% to 20% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, 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.
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Goto Parent Company's Record (JCAP)
IPO - 1/19/2018 - 1.50 Million Shares @ $25.00 /share.
Link to IPO Prospectus
Previous Ticker Symbol: JERCP Changed: 1/30/18
Changed: 1/01/00
Market Value $ 37.5 Million
Yahoo News Summary for JCAP-B*
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Company's Online Information Links
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Company's Online SEC EDGAR Filings |
Company's Email Address Links |
Address and Phone Numbers |
Address: 6410 Poplar Avenue, Suite 650, Memphis, TN 38119 |
Main Phone Number |
901-567-9510 |
Fax Number |
Not Available |
Investor Relations
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901-567-9580
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CEO - John A. Good |
CFO - Kelly Luttrell |
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