Stockholders' Equity of the Company

12 Months Ended

Dec. 31, 2019

Stockholders’ Equity of the Company

Common Stock

2018 Common Stock Forward Equity Sale Agreements

In August 2018, the Company entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an offering of 5,000,000 shares of common stock at an initial gross offering price of $360.5 million, or $72.10 per share, before underwriting discounts, commissions and offering expenses. The forward purchasers borrowed and sold an aggregate of 5,000,000 shares of common stock in the offering. The Company did not receive any proceeds from the sale of its shares of common stock by the forward purchasers at the time of the offering.

In July 2019, the Company physically settled these forward equity sale agreements. Upon settlement, the Company issued 5,000,000 shares of common stock for net proceeds of $354.3 million and contributed the net proceeds to the Operating Partnership in exchange for an equal number of units in the Operating Partnership.

At-The-Market Stock Offering Programs

Under our at-the-market stock offering programs, which commenced in December 2014 and June 2018, we may offer and sell shares of our common stock from time to time in “at-the-market” offerings. During the year ended December 31, 2018, the Company completed its existing at-the-market stock offering program (the “2014 At-The-Market Program”) under which we sold an aggregate of $300.0 million in gross sales of shares. In June 2018, the Company commenced a new at-the-market stock offering program (the “2018 At-The-Market Program”) under which we may offer and sell shares of our common stock with an aggregate gross sales price of up to $500.0 million. In connection with the 2018 At-The-Market Program, the Company may also, at its discretion, enter into forward equity sale agreements. The use of forward equity sale agreements would allow the Company to lock in a share price on the sale of shares of our common stock at the time an agreement is executed, but defer receiving the proceeds from the sale of shares until a later date.

During the year ended December 31, 2019, we executed various 12-month forward equity sale agreements under the 2018 Program with financial institutions acting as forward purchasers to sell 3,147,110 shares of common stock at a weighted average sales price of $80.08 per share before underwriting discounts, commissions and offering expenses. The Company did not directly sell any shares of our common stock under the 2018 At-The-Market Program during the year and did not receive any proceeds from the sale of its shares of common stock by the forward purchasers. The Company currently expects to fully physically settle the forward equity sale agreements and receive cash proceeds upon one or more settlement dates, at the Company’s discretion, prior to the final settlement dates in the first quarter of 2020 through the first quarter of 2021, at which time we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward equity sale agreement multiplied by the relevant forward price per share. The weighted average forward sale price that we expect to receive upon physical settlement of the agreements will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchasers’ stock borrowing costs and (iii) scheduled dividends during the term of the agreements. We have not settled any portion of these forward equity sale agreements as of the date of this filing. Upon physical settlement, the Company will contribute the net proceeds from the issuance of shares of our common stock to the Operating Partnership in exchange for an equal number of units in the Operating Partnership.

During the year ended December 31, 2018, we sold 447,466 shares of common stock under the 2018 At-The-Market Program and 1,369,729 shares of common stock under the 2014 At-The-Market Program.

Since commencement of the 2018 At-The-Market Program through December 31, 2019, we have directly sold 447,466 shares of common stock, and an additional 3,147,110 shares have been sold by forward purchasers under forward equity sale agreements, which have not been settled as of the date of this filing. As of December 31, 2019, approximately $214.2 million remains available to be sold under this program. Actual future sales will depend upon a variety of factors, including, but not limited to, market conditions, the trading price of the Company’s common stock and our capital needs. We have no obligation to sell the remaining shares available for sale under this program.

The following table sets forth information regarding direct sales of our common stock under our at-the-market offering programs for the years ended December 31, 2018 and 2017:



	Year Ended December 31,
	2018		2017
	(in millions, except share data)
Shares of common stock sold during the period	1,817,195		235,077
Weighted average price per share of common stock	$	73.64	$	75.40
Aggregate gross proceeds	$	133.8	$	17.7
Aggregate net proceeds after selling commissions	$	132.1	$	17.5

The proceeds from sales were used to fund acquisitions, development expenditures and general corporate purposes including repayment of borrowings under the unsecured revolving credit facility.

Common Stock Repurchases

An aggregate of 4,935,826 shares currently remain eligible for repurchase under a share repurchase program approved by the Company’s board of directors in 2016. The Company did not repurchase shares of common stock under this program during the three years ended December 31, 2019, 2018 and 2017.

Accrued Dividends and Distributions

The following tables summarize accrued dividends and distributions for the noted outstanding shares of common stock and noncontrolling units as of December 31, 2019 and 2018:



	December 31,
	2019		2018
	(in thousands)
Dividends and Distributions payable to:
Common stockholders	$	51,418	$	45,840
Noncontrolling common unitholders of the Operating Partnership	981		922
RSU holders⁽¹⁾	820		797
Total accrued dividends and distribution to common stockholders and noncontrolling unitholders	$	53,219	$	47,559

______________________


(1)	The amount includes the value of the dividend equivalents that will be paid with additional RSUs (see Note 15 “Share-Based Compensation” for additional information).



	December 31,
	2019	2018
Outstanding Shares and Units:
Common stock ⁽¹⁾	106,016,287	100,746,988
Noncontrolling common units	2,023,287	2,025,287
RSUs ⁽²⁾	1,651,905	1,711,628

______________________


(1)	The amount includes nonvested shares.


(2)	The amount includes nonvested RSUs. Does not include 932,675 and 1,018,337 market measure-based RSUs because not all the necessary performance conditions have been met as of December 31, 2019 and 2018, respectively. Refer to Note 15 “Share-Based Compensation” for additional information.

Preferred Stock

On August 15, 2017, the Company redeemed all 4,000,000 shares of its 6.375% Series H Cumulative Redeemable Preferred Stock (“Series H Preferred Stock”). The shares of Series H Preferred Stock were redeemed at a redemption price equal to their stated liquidation preference of $25.00 per share, representing $100.0 million in aggregate. The redemption payment did not include any additional accrued dividends because the redemption date was also the dividend payment date.

On March 30, 2017 (the “Series G Redemption Date”), the Company redeemed all 4,000,000 shares of its 6.875% Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”). The shares of Series G Preferred Stock were redeemed at a redemption price equal to their stated liquidation preference of $25.00 per share, representing $100.0 million in aggregate, plus all accrued and unpaid dividends to the Series G Redemption Date.

In connection with the redemption of the Series G and Series H Preferred Stock, during the year ended December 31, 2017 we recorded non-cash charges of $7.6 million as a reduction to net income available to common stockholders for the original issuance costs of the Series H and Series G Preferred Stock.