PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We entered into an at-the-market equity offering
sales agreement dated as of December 6, 2023 with each of BofA Securities, Inc., Wells Fargo Securities, LLC, BTIG, LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), Regions Securities LLC, Scotia Capital (USA)
Inc., TD Securities (USA) LLC and Truist Securities, Inc., Bank of America, N.A., Wells Fargo Bank, National Association, Nomura Global Financial Products, Inc., The Bank of Nova Scotia, The Toronto-Dominion Bank and Truist Bank (and, in certain
cases, their respective affiliates), in their capacity as Sales Agents, Forward Purchasers and/or as Forward Sellers, relating to common shares offered by this prospectus supplement. In accordance with the terms of the sales agreement, common shares
having an aggregate gross sales price of up to $250,000,000 may be offered and sold from time to time through the Sales Agents, acting as our sales agents, or the Forward Sellers, acting as agents for the applicable Forward Purchasers, or directly
to the Sales Agents, acting as principal.
The sales agreement provides that, in addition to the issuance and sale of the common shares by
us to or through the Sales Agents, we may enter into one or more forward sale agreements with a Forward Purchaser. In connection with any forward sale agreement, the relevant Forward Purchaser will, at our request, use commercially reasonable
efforts, consistent with its normal trading and sales practices for similar transactions and applicable law and regulation, to borrow from third parties and, through its affiliated Forward Seller, sell a number of common shares equal to the number
of common shares underlying the particular forward sale agreement.
Sales of the common shares, if any, made through the Sales Agents,
acting as our sales agents, or the Forward Sellers, acting as agents for the applicable Forward Purchasers, or directly to a Sales Agent, acting as principal, as contemplated by this prospectus supplement and the accompanying prospectus, may be made
by means of ordinary brokers transactions on the NYSE, the existing trading market for our common shares, by means of negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices.
No Sales Agent, acting as our sales agent, or Forward Seller, acting as agent for the applicable Forward
Purchaser, is required to sell any specific number or dollar amount of common shares, but each has agreed to use its commercially reasonable efforts, as our sales agent or as agents for the applicable Forward Purchaser, as applicable, consistent
with its normal trading and sales practices and applicable law and regulation and on the terms and subject to the conditions of the sales agreement, to sell the shares offered as instructed by us. The common shares offered and sold through the Sales
Agents, as our sales agents, or the Forward Sellers, as agents for the applicable Forward Purchaser, pursuant to this prospectus supplement and the accompanying prospectus, will be offered and sold through only one Sales Agent or Forward Seller on
any given day.
Our common shares are an actively-traded security excepted from the requirements of Rule 101 of
Regulation M under the Exchange Act by Rule 101(c)(1) of Regulation M. If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M are not satisfied with respect to us or our common shares, we will promptly
notify the Sales Agents, the Forward Sellers and the Forward Purchasers, and sales of our common shares under the sales agreement will be suspended until Rule 101(c)(1) or other exemptive provisions have been satisfied in our and the Sales
Agents, Forward Sellers and Forward Purchasers reasonable judgment.
We estimate that the total expenses related to this
offering payable by us, excluding discounts and commissions payable to the Sales Agents or the Forward Sellers under the sales agreement, will be approximately $350,000. We have also agreed, under certain circumstances, to reimburse the Sales
Agents, Forward Sellers and Forward Purchasers for certain of their reasonable, documented out-of-pocket expenses, including fees and disbursements of their counsel, in
connection with the transactions contemplated by the sales agreement. We will not receive any proceeds from the sale of common shares by any Forward Seller.
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