Item 3.02. Unregistered Sales of Equity Securities.

On June 22, 2009, we agreed to issue 2,955,368 shares of beneficial interests, par value $0.0001 per share, classified as common stock, which we refer to as common shares, in exchange for 503,100 shares of 6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share, with a liquidation preference of $50.00 per share. The 2,955,368 Common Shares were issued on June 25, 2009 in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.