Common Stock

12 Months Ended

Dec. 31, 2022

Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]

Common Stock

(16)          Common Stock

We have 250,000,000 shares authorized consisting of 200,000,000 shares of common stock with a $0.01 par value and 50,000,000 shares of preferred stock with a $0.01 par value. Of the common stock, 2,865,957 shares are reserved for the incentive plan awards. For further detail of grants under this plan see Note 15 - Stock-Based Compensation.

Repurchase of Common Stock

Shares tendered by employees to us to satisfy the employees' tax withholding obligations in connection with the vesting of restricted stock awards totaled 16,120 and 16,880 during the years ended December 31, 2022 and 2021, respectively, and are reflected in treasury stock. These shares were credited to treasury stock based on their fair market value on the vesting date.

Issuance of Common Stock

In April 2021, we entered into an Equity Distribution Agreement with BofA Securities, Inc., CIBC World Markets Corp, Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities LLC, collectively the sales agents, pursuant to which we may offer and sell shares of our common stock from time to time, having an aggregate gross sales price of up to $200.0 million, through an At-the-Market (ATM) offering program, including an equity forward sales component. This is a three-year agreement, expiring on February 11, 2024. During the twelve months ended December 31, 2021, we issued 1,966,117 shares of our common stock under the ATM program at an average price of $63.81, for net proceeds of $124.0 million, which is net of sales commissions and other fees paid of approximately $1.3 million. We did not issue equity through the ATM program during 2022.

On November 17, 2021, we announced a registered public offering of 6,074,767 shares of our common stock at a public offering price of $53.50 per share, for an issuance amount of $325.0 million. In conjunction with this offering, we granted the underwriters an option to purchase up to 911,215 additional shares, which was subsequently exercised in full, for an additional issuance amount of $48.8 million. Of the total 6,985,982 shares of common stock offered, we initially sold 1,401,869 shares, $75.0 million in gross proceeds, directly to the underwriters in the offering, with cash proceeds received at closing. The remaining 5,584,113 shares were sold under forward sales agreements which provide for settlement on a settlement date or dates to be specified at our discretion, but which is expected to occur on or prior to February 28, 2023. The cumulative shares issued under the forward sales agreement is limited to one and one-half times the base number of shares within the agreement, or 8,376,170 shares.

The forward sales agreements were physically settled with common shares issued by us. On settlement dates, we issued shares of common stock to the forward purchaser at the then-applicable forward sale price and received issuance proceeds at that time. The forward sale price was initially $51.8950 per share, which was subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread of 75 basis points, and was subject to decrease on certain dates specified in the forward sale agreement by amounts related to expected dividends on shares of common stock during the term of the forward sale agreement.

On June 24, 2022, we partially settled the forward sale agreement by physically delivering 2,004,483 shares of common stock in exchange for cash proceeds of $99.9 million, net of issuance costs. On September 21, 2022, we partially settled the forward sale agreement by physically delivering 1,618,932 shares of common stock in exchange for cash proceeds of approximately $80.0 million, net of issuance costs. On November 28, 2022, we partially settled the forward sale agreement by physically delivering 1,409,702 shares of common stock in exchange for cash proceeds of approximately $70.0 million, net of issuance costs. On December 21, 2022, we settled the remaining portion of the forward sale agreement by physically delivering 550,996 shares of common stock in exchange for cash proceeds of approximately $27.1 million, net of issuance costs. The proceeds were used to pay down borrowings under our revolving credit facility and for other general corporate purposes.

The forward sale agreement was classified as an equity transaction because it was indexed to our common stock, physical settlement was within our control, and the other requirements necessary for equity classification were met. As a result of the equity classification, no gain or loss was recognized within earnings due to subsequent changes in the fair value of the forward sales agreement. If the average price of our common stock exceeds the adjusted forward sales price during a quarterly period, the forward sales agreement could have a dilutive effect on earnings per share.