XML 29 R14.htm IDEA: XBRL DOCUMENT v3.24.0.1
Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Equity Equity
Common Shares
The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.
Common Share Repurchase Programs
On February 22, 2016, the Company's Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement. During the year ended December 31, 2022, the Company repurchased $56.6 million of common shares under this program, and as of December 31, 2022, no common shares remained available for repurchase under this program.
On July 27, 2017, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of common shares. Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement. During the year ended December 31, 2023, the Company repurchased $87.0 million of common shares under this program, and as of December 31, 2023, no common shares remained available for repurchase under this program.
On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares. During the year ended December 31, 2023, the Company repurchased $4.0 million of common shares under this program, and as of December 31, 2023, $146.0 million of common shares remained available for repurchase under this program.
During the year ended December 31, 2023, the Company repurchased 6,498,901 common shares under the 2017 and 2023 repurchase programs, for an aggregate purchase price of $91.0 million, or an average of approximately $14.01 per share.
ATM Program
On April 29, 2021, the Company filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). On February 21, 2023, the ATM program expired. No common shares were issued or sold under the ATM program.
Common Dividends
The Company declared the following dividends on common shares/units for the year ended December 31, 2023:
Dividend per Share/UnitFor the Quarter EndedRecord DatePayable Date
$0.01 March 31, 2023March 31, 2023April 17, 2023
$0.01 June 30, 2023June 30, 2023July 17, 2023
$0.01 September 30, 2023September 29, 2023October 16, 2023
$0.01 December 31, 2023December 29, 2023January 16, 2024
Preferred Shares
The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“preferred shares”).
In May 2021, the Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $222.6 million. In July 2021, the Company issued 10,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $242.1 million.
In August 2021, the Company redeemed all outstanding shares of 6.50% Series C Cumulative Redeemable Preferred Shares and 6.375% Series D Cumulative Redeemable Preferred Shares at the redemption amount of $25.00 per share plus accrued and unpaid dividends of $0.17 and $0.16 per share, respectively.
On December 27, 2022, the Company repurchased 1,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a privately negotiated price of $16.00 per share. The difference between the carrying amount of the repurchased shares, net of issuance costs, and the consideration paid to repurchase the shares is considered a return from preferred shareholders of $8.2 million and recorded as an adjustment to net income (loss) attributable to common shareholders on the Company's basic and diluted earnings per share.
The following Preferred Shares were outstanding as of December 31, 2023 and 2022:
Security TypeDecember 31, 2023December 31, 2022
6.375% Series E
4,400,000 4,400,000 
6.30% Series F
6,000,000 6,000,000 
6.375% Series G
9,200,000 9,200,000 
5.70% Series H
8,000,000 9,000,000 
27,600,000 28,600,000 
The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Series E and Series F Preferred Shares at any time. The Series G and Series H Preferred Shares may not be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after such dates, the Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE American or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.
Preferred Share Repurchase Program
On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of the Preferred Shares. Under the terms of the program, the Company may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement. As of December 31, 2023, $84.2 million of preferred shares remained available for repurchase under this program.
During the year ended December 31, 2023, the Company repurchased 1,000,000 of Series H Preferred Shares under this repurchase program, for an aggregate purchase price of $15.8 million, or an average of approximately $15.79 per share.
The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require the Company to repurchase any specific number of Preferred Shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.
Preferred Dividends
The Company declared the following dividends on preferred shares for the year ended December 31, 2023:
Security TypeDividend per Share/UnitFor the Quarter EndedRecord DatePayable Date
6.375% Series E
$0.40 March 31, 2023March 31, 2023April 17, 2023
6.375% Series E
$0.40 June 30, 2023June 30, 2023July 17, 2023
6.375% Series E
$0.40 September 30, 2023September 29, 2023October 16, 2023
6.375% Series E
$0.40 December 31, 2023December 29, 2023January 16, 2024
6.30% Series F
$0.39 March 31, 2023March 31, 2023April 17, 2023
6.30% Series F
$0.39 June 30, 2023June 30, 2023July 17, 2023
6.30% Series F
$0.39 September 30, 2023September 29, 2023October 16, 2023
6.30% Series F
$0.39 December 31, 2023December 29, 2023January 16, 2024
6.375% Series G
$0.40 March 31, 2023March 31, 2023April 17, 2023
6.375% Series G
$0.40 June 30, 2023June 30, 2023July 17, 2023
6.375% Series G
$0.40 September 30, 2023September 29, 2023October 16, 2023
6.375% Series G
$0.40 December 31, 2023December 29, 2023January 16, 2024
5.70% Series H
$0.36 March 31, 2023March 31, 2023April 17, 2023
5.70% Series H
$0.36 June 30, 2023June 30, 2023July 17, 2023
5.70% Series H
$0.36 September 30, 2023September 29, 2023October 16, 2023
5.70% Series H
$0.36 December 31, 2023December 29, 2023January 16, 2024
Non-controlling Interest of Common Units in Operating Partnership
Holders of Operating Partnership units ("OP units") have certain redemption rights that enable OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.
On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership. In December 2023, these OP units were redeemed for common shares in accordance with the redemption rights described above.
On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units in the Operating Partnership.
As of December 31, 2023 and 2022, the Operating Partnership had 16,291 and 149,896 OP units, respectively, held by third parties, excluding LTIP units.
As of December 31, 2023, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.
On February 18, 2021, the Board of Trustees granted 600,097 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2023, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $22.69 per unit, with an aggregate grant date fair value of $13.6 million.
On February 17, 2023, the Board of Trustees granted 131,276 LTIP Class B units to its executive officers. These LTIP units will vest ratably on January 1, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $15.04 per unit with an aggregate grant date fair value of $2.0 million.
As of December 31, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested. As of December 31, 2022, the Operating Partnership had 727,208 LTIP units outstanding, of which 127,111 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described above.
Non-controlling Interest of Preferred Units in Operating Partnership
On May 11, 2022, in connection with the acquisition of Inn on Fifth, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0% Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units"). The Series Z Preferred Units rank senior to OP units and on parity with the Operating Partnership's Series E, Series F, Series G and Series H Preferred Units. Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0% of the liquidation preference value of $25.00 per share.
At any time, holders of Series Z Preferred Units may elect to convert some or all of their units into any other series of the Operating Partnership’s preferred units outstanding at that time. After the second anniversary of the issuance of the Series Z Preferred Units, holders may elect to redeem some or all of their units for, at the Company’s election, cash, common shares having an equivalent value or preferred shares on a one-for-one basis. After the fifth anniversary of their issuance, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one-for-one basis. At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company’s election, cash or common shares having an equivalent value.
As of December 31, 2023, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.