Private Placement Form 8 K

Between August 1, 2024 and September 16, 2024, we entered into a series of privately negotiated exchange agreements, under which we have issued an aggregate of 2,554,489 common shares of beneficial interest, par value $.01 per share ("Common Shares"), in exchange for $6,800,000 aggregate principal amount of our issued and outstanding 4.500% Senior Notes due 2025 (the "Private Exchanges"). We may engage in similar transactions in the future but are under no obligation to do so. Based on the aggregate principal amount of 4.500% Senior Notes due 2025 exchanged plus $16,225 aggregate accrued interest thereon through the relevant date of exchange, the Common Shares issued had an average implied value of approximately $2.19 per share.

Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, the Common Shares issued in the Private Exchanges were issued in each case to existing security holders of the Company exclusively in exchange for such holders' securities and no commission or other remuneration was paid or given for soliciting the exchange. Other exemptions may apply.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

As of September 16, 2024 the Company has 53,344,617 Common Shares outstanding.