Stockholders’ Equity


(a)	Dividends on Preferred Stock

The Company had 200,000,000 authorized shares of preferred stock, par value $0.01 per share, with 6,600,000 and 3,000,000 shares issued and outstanding as of December 31, 2015 and 2014, respectively.

On June 4, 2013, the Company issued 3,000,000 shares of 7.75% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), with a par value of $0.01 per share and a liquidation preference of $25 per share, in an underwritten public offering, for net proceeds of approximately $72.4 million, after deducting underwriting discounts and offering expenses. As of December 31, 2015 and December 31, 2014, there were 6,000,000 and 3,450,000 shares of Series B Preferred Stock authorized, respectively. The Series B Preferred Stock is entitled to receive a dividend at a rate of 7.75% per year on the$25 liquidation preference and is senior to the common stock with respect to distributions upon liquidation, dissolution or winding up.

On April 22, 2015, the Company issued 3,600,000 shares of 7.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), with a par value of $0.01 per share and a liquidation preference of $25 per share, in an underwritten public offering, for net proceeds of approximately $86.9 million, after deducting underwriting discounts and offering expenses. As of December 31, 2015, there were 4,140,000 shares of Series C Preferred Stock authorized. The Series C Preferred Stock is entitled to receive a dividend at a rate of 7.875% per year on the $25 liquidation preference and is senior to the common stock with respect to dividends and distribution of assets upon liquidation, dissolution or winding up.

The Series B Preferred Stock and Series C Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, holders of the Series B Preferred Stock and Series C Preferred Stock, voting together as a single class with the holders of all other classes or series of our preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series B Preferred Stock and Series C Preferred Stock, will be entitled to vote to elect two additional directors to the Company’s Board of Directors (the “Board”) until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of the Series B Preferred Stock or Series C Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of Series B Preferred Stock or Series C Preferred Stock, respectively.

Neither the Series B Preferred Stock or the Series C Preferred Stock are redeemable by the Company prior to June 4, 2018, in the case of the Series B Preferred Stock, or April 22, 2020, in the case of the Series C Preferred Stock, except under circumstances intended to preserve the Company’s qualification as a REIT and except upon the occurrence of a Change of Control (as defined in the Articles Supplementary designating the Series B Preferred Stock and Series C Preferred Stock, respectively). On and after June 4, 2018, in the case of the Series B Preferred Stock, and April 22, 2020, in the case of the Series C Preferred Stock, the Company may, at its option, redeem the preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends.

In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series B Preferred Stock and Series C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends.

Each of the Series B Preferred Stock and Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control.

Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock and Series C Preferred Stock will have the right (unless the Company has exercised its right to redeem the Series B Preferred Stock or Series C Preferred Stock, respectively) to convert some or all of the Series B Preferred Stock or Series C Preferred Stock held by such holder into a number of shares of our common stock per share of Series B Preferred Stock or Series C Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the applicable Articles Supplementary for such series.

From the time of original issuance of the Series B Preferred Stock and the Series C Preferred Stock, respectively, through December 31, 2015, the Company has declared and paid all required quarterly dividends on such stock. The following table presents the relevant dates with respect to such quarterly cash dividends on the Series B Preferred Stock and Series C Preferred Stock from its respective time of original issuance through December 31, 2015:



Series B Preferred Stock						Series C Preferred Stock
Declaration Date	Record Date	Payment Date	Cash Dividend Per Share			Declaration Date	Record Date	Payment Date	Cash Dividend Per Share
December 16, 2015	January 1, 2016	January 15, 2016	$	0.484375		December 16, 2015	January 1, 2016	January 15, 2016	$	0.4921875
September 18, 2015	October 1, 2015	October 15, 2015	0.484375			September 18, 2015	October 1, 2015	October 15, 2015	0.4921875
June 18, 2015	July 1, 2015	July 15, 2015	0.484375			June 18, 2015	July 1, 2015	July 15, 2015	0.4539100		⁽¹⁾
March 18, 2015	April 1, 2015	April 15, 2015	0.484375			—	—	—	—
December 12, 2014	January 1, 2015	January 15, 2015	0.484375			—	—	—	—
September 18, 2014	October 1, 2014	October 15, 2014	0.484375			—	—	—	—
June 18, 2014	July 1, 2014	July 15, 2014	0.484375			—	—	—	—
March 13, 2014	April 1, 2014	April 15, 2014	0.484375			—	—	—	—
December 10, 2013	January 1, 2014	January 15, 2014	0.484375
September 12, 2013	October 1, 2013	October 15, 2013	0.484375			—	—	—	—
June 18, 2013	July 1, 2013	July 15, 2013	0.220660		⁽²⁾	—	—	—	—


(1)	Cash dividend for the partial quarterly period that began on April 22, 2015 and ended on July 14, 2015.


(2)	Cash dividend for the partial quarterly period that began on June 4, 2013 and ended on July 14, 2013.


(b)	Dividends on Common Stock

The following table presents cash dividends declared by the Company on its common stock with respect to each of the quarterly periods commencing January 1, 2013 and ended December 31, 2015:



Period	Declaration Date	Record Date	Payment Date	Cash Dividend Per Share
Fourth Quarter 2015	December 16, 2015	December 28, 2015	January 25, 2016	$	0.24
Third Quarter 2015	September 18, 2015	September 28, 2015	October 26, 2015	$	0.24
Second Quarter 2015	June 18, 2015	June 29, 2015	July 27, 2015	$	0.27
First Quarter 2015	March 18, 2015	March 30, 2015	April 27, 2015	$	0.27
Fourth Quarter 2014	December 12, 2014	December 22, 2014	January 26, 2015	$	0.27
Third Quarter 2014	September 18, 2014	September 29, 2014	October 27, 2014	$	0.27
Second Quarter 2014	June 18, 2014	June 30, 2014	July 25, 2014	$	0.27
First Quarter 2014	March 13, 2014	March 24, 2014	April 25, 2014	$	0.27
Fourth Quarter 2013	December 10, 2013	December 20, 2013	January 27, 2014	$	0.27
Third Quarter 2013	September 12, 2013	September 23, 2013	October 25, 2013	$	0.27
Second Quarter 2013	June 18, 2013	June 28, 2013	July 25, 2013	$	0.27
First Quarter 2013	March 18, 2013	March 28, 2013	April 25, 2013	$	0.27

During 2015, dividends for our common stock were $1.02 per share. For tax reporting purposes, the 2015 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $0.40, $0.07 and $0.55 per share, respectively. During 2014, dividends for our common stock were $1.08 per share. For tax reporting purposes, the 2014 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $0.61, $0.35 and $0.12, respectively, per share. During 2013, dividends for our common stock were $1.08 per share. For tax reporting purposes, the 2013 dividends were classified as ordinary income and return of capital in the amounts of $0.81 and $0.27, respectively, per share.


(c)	Public Offering of Common Stock

The table below presents information with respect to shares of the Company’s common stock issued through underwritten public offerings during the three years ended December 31, 2015 (amounts in thousands):



Share Issue Date	Shares Issued	Net Proceeds ⁽¹⁾
November 26, 2014	14,410	$	110,784
April 7, 2014	14,950	$	109,916
January 10, 2014	11,500	$	75,846
May 3, 2013	13,600	$	94,434


(1)	Proceeds are net of underwriting costs and offering expenses paid by the Company.


(d)	Equity Distribution Agreements

On March 20, 2015, the Company entered into separate equity distribution agreements (collectively, the “Equity Distribution Agreements”) with each of JMP Securities LLC (“JMP”) and MLV & Co. LLC (“MLV”), each an “Agent” and collectively, the “Agents”, pursuant to which the Company may sell up to $75,000,000 of aggregate value of (i) shares of the Company’s common stock, par value $0.01 per and (ii) shares of the Company’s Series B Preferred Stock, from time to time through the Agents. The Company has no obligation to sell any of the shares under the Equity Distribution Agreements and may at any time suspend solicitations and offers under the Equity Distribution Agreements. During the twelve months ended December 31, 2015, the Company issued 2,789,439 shares of its common stock under the Equity Distribution Agreements, at an average sales price of $7.91 resulting in total net proceeds to the Company of $21.6 million after deducting the placement fees. As of December 31, 2015, approximately $52.9 million of securities remains available for issuance under the Equity Distribution Agreements.

On March 20, 2015, in connection with the Company’s execution of the Equity Distribution Agreements described above, the Company delivered to JMP a notice of termination of the Equity Distribution Agreement dated June 11, 2012 (the “Prior Equity Distribution Agreement”), which termination became effective March 23, 2015. The Prior Equity Distribution Agreement provided for the sale by the Company of common stock having a maximum aggregate value of up to $25,000,000 from time to time through JMP, as the Company’s agent. During the twelve months ended December 31, 2015, the Company issued 1,326,676 shares under the Prior Equity Distribution Agreement, at an average sales price of $7.89 resulting in total net proceeds to the Company of $10.3 million, after deducting the placement fees. During the term of the Prior Equity Distribution Agreement, the Company sold a total of 2,153,989 shares of its common stock at an average price of $7.63 per share pursuant to the Prior Distribution Agreement, resulting in aggregate net proceeds to the Company of approximately $16.1 million.