Permanent and Temporary Equity

12 Months Ended

Dec. 31, 2019

NOTE 16—PERMANENT AND TEMPORARY EQUITY

Capital Stock

From time to time, we may sell up to an aggregate of $1.0 billion of our common stock under an “at-the-market” equity offering program (“ATM program”). During the year ended December 31, 2019, we sold 2.7 million shares of our common stock under our ATM program for gross proceeds of $66.75 per share. As of December 31, 2019, $822.1 million of our common stock remained available for sale under our ATM program.

In June 2019, we sold 12.7 million shares of our common stock under a registered public offering for gross proceeds of $62.75 per share. We used the majority of the net proceeds to fund our LGM Acquisition. See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY” and “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS” for additional information regarding the LGM Acquisition.

During the year ended December 31, 2018, we sold no shares of common stock under our ATM program.

During the year ended December 31, 2017, we issued and sold 1.1 million shares of common stock under our previous ATM program.

Excess Share Provision

In order to preserve our ability to maintain REIT status, our Charter provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are

beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares and the trustee may exercise all voting power over the shares.

We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2019, there were no shares in the trust.

Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss:



	As of December 31,
	2019			2018
	(In thousands)
Foreign currency translation	$	(51,743	)	$	(55,016	)
Available for sale securities	27,380			15,746
Derivative instruments	(10,201		)	19,688
Total accumulated other comprehensive loss	$	(34,564	)	$	(19,582	)

Redeemable OP Unitholder and Noncontrolling Interests

The following is a rollforward of our redeemable OP unitholder and noncontrolling interests for 2019:



	Redeemable OP Unitholder Interests			Redeemable Noncontrolling Interests		Total Redeemable OP Unitholder and Noncontrolling Interests
	(In thousands)
Balance as of December 31, 2018	$	174,552		$	13,589	$	188,141
New issuances ⁽¹⁾	—			81,181		81,181
Change in valuation	7,389			7,730		15,119
Distributions and other	(9,298		)	—		(9,298		)
Redemptions	(1,465		)	—		(1,465		)
Balance as of December 31, 2019	$	171,178		$	102,500	$	273,678

⁽¹⁾

Includes the redeemable portion of LGM's interest in certain seniors housing communities acquired in September 2019.