Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity

Under CatchMark Timber Trust's charter, it has authority to issue a total of 1,000 million shares of capital stock. Of the total shares authorized, 900 million shares are designated as common stock with a par value of $0.01 per share, 100 million shares are designated as preferred stock.

Recapitalization

In October 2013, CatchMark Timber Trust amended its charter to effectuate a recapitalization of its common stock that consisted of (1) a ten-to-one reverse stock split of its then-outstanding common stock, re-designated as Class A Common Stock; and (2) the issuance of one share of each of Class B-1, B-2, and B-3 for each share of Class A Common Stock. The combined effect was equivalent to a 2.5-to-one reverse split and decreased the total number of the company's common stock outstanding. Since the Recapitalization was effected on a pro rata basis with respect to all stockholders, it did not affect any stockholder’s proportionate ownership of CatchMark Timber Trust's outstanding shares.

All outstanding shares of Class B Common Stock have converted into shares of Class A Common Stock. The Class B Common Stock was identical to the Class A Common Stock except that the Class B common stock was not listed on a national securities exchange . The shares of Class B Common Stock converted into shares of Class A Common Stock on the following schedule: : (1) June 12, 2014, in the case of the Class B-1 common stock, (2) December 12, 2014, in the case of the Class B-2 common stock, and (3) February 27, 2015, in the case of the Class B-3 common stock. The Class B-3 Common Stock was originally scheduled to convert into Class A Common Stock on June 12, 2015, however on February 18, 2015, with consent of Raymond James, who served as an underwriter for the company's initial listed offering as described below, the board of directors approved the acceleration of our Class B-3 common stock into Class A common stock to February 27, 2015.

The board of directors had the authority to accelerate the conversion of the Class B-3 shares to a date not earlier than 12 months following the listing with the consent of the lead underwriter of its initial listed public offering. On February 18, 2015, the board of directors, with the consent of the lead underwriter, exercised its authority and accelerated the conversion of the Class B-3 shares to February 27, 2015. For further information, see Note 15 — Subsequent Events.

Initial Listed Public Offering

On September 23, 2013, CatchMark Timber Trust filed a Registration Statement on Form S-11 with the SEC for a public offering of up to $172.5 million of its Class A common stock, which was declared effective by the SEC on December 11, 2013. On December 12, 2013, CatchMark Timber Trust listed its Class A common stock on NYSE (the "Initial Listed Public Offering"). CatchMark Timber Trust completed its Initial Listed Public Offering on December 17, 2013, selling 10.5 million shares of its Class A common stock. After deducting underwriting discounts and commissions of $9.9 million and direct Initial Listed Public Offering costs of $1.6 million, approximately $80.2 million of the net proceeds were used to pay down the outstanding debt balance, and $49.0 million were used to redeem the Preferred Shares held by Wells REF and the accrued but unpaid dividends.

On January 9, 2014, the underwriters for the Initial Listed Public Offering exercised their overallotment option to purchase 1.6 million shares of CatchMark Timber Trust's Class A common stock in full. After deducting approximately $1.5 million of underwriting discounts and commissions, CatchMark Timber Trust received net proceeds of approximately $19.8 million, $18.2 million of which was used to pay down the outstanding note payable.

Follow-on Listed Public Offering

On June 20, 2014, CatchMark Timber Trust filed a Registration Statement on Form S-3 with the SEC for future public offerings of up to $600.0 million in an undefined combination of common stock, preferred stock, debt securities, depositary shares, or warrants. The Form S-3 was declared effective by the SEC on July 2, 2014.

On July 16, 2014 and July 23, 2014 respectively, CTT issued 12.5 million and 1.9 million shares, respectively, for $11.75 per share, under the Follow-on Listed Public Offering. After deducting $7.0 million and $1.0 million in underwriting discounts and commissions, respectively, CatchMark Timber Trust received net proceeds of $139.9 million and $21.0 million, before other offering costs, respectively. CatchMark Timber Trust used $118.5 million of the net proceeds to pay off its outstanding debt (see Note 4 – Note Payable and Line of Credit).

As of December 31, 2014, CatchMark Timber Trust included $10.0 million of issuance costs in stockholders' equity which partially offset the proceeds from the Initial Listed Public Offering and the Follow-on Listen Public Offering.

Preferred Stock Redemption

Upon the closing of the Initial Listed Public Offering, on December 17, 2013, CatchMark Timber Trust redeemed all of its outstanding preferred stock at the original issue price of approximately $37.4 million, plus accrued but unpaid dividends of $11.6 million. As of December 31, 2014 and 2013, CatchMark Timber Trust had no shares of preferred stock outstanding.