Note 17 - Preferred Stock, Common Stock and Convertible Unit Transactions

12 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

17.

  

Preferred Stock, Common Stock and Convertible Unit Transactions

:

Preferred Stock

The Company’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):

As of December 31, 2016 and 201 5
Series of  Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference		Dividend Rate			Annual Dividend per Depositary Share		Par Value
Series I		18,400		16,000	$	400,000		6.00	%	$	1.50000	$	1.00
Series J		9,000		9,000		225,000		5.50	%	$	1.37500	$	1.00
Series K		8,050		7,000		175,000		5.625	%	$	1.40625	$	1.00
		35,450		32,000	$	800,000

Series of Preferred Stock	Date Issued	Depositary Shares Issued		Fractional Interest per Share	Net Proceeds, After Expenses (in millions)		Offering/ Redemption Price		Optional Redemption Date
Series I	3/20/2012		16,000,000	1/1000	$	387.2	$	25.00	3/20/2017
Series J	7/25/2012		9,000,000	1/1000	$	217.8	$	25.00	7/25/2017
Series K	12/7/2012		7,000,000	1/1000	$	169.1	$	25.00	12/7/2017

The following Preferred Stock series was redeemed during the year ended

December

31,

2015:

Series of  Preferred Stock	Date Issued	Depositary Shares Issued		Redemption Amount (in millions)		Offering/ Redemption Price		Optional Redemption Date	Actual Redemption Date
Series H (1)	8/30/2010		7,000,000	$	175.0	$	25.00	8/30/2015	11/25/2015

(1) In connection with this redemption the Company recorded a non-cash charge of $5.8 million resulting from the difference between the redemption amount and the carrying amount of the Class H Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $5.8 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2015.

The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or securities of the Company. 

Voting Rights - The Class I Preferred Stock, Class J Preferred Stock and Class K Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.

As to any matter on which the Class I, J, or K Preferred Stock

may

vote, including any actions by written consent, each share of the Class I, J or K Preferred Stock shall be entitled to

1,000

votes, each of which

1,000

votes

may

be directed separately by the holder thereof. With respect to each share of Class I, J or K Preferred Stock, the holder thereof

may

designate up to

1,000

proxies, with each such proxy having the right to vote a whole number of votes (totaling

1,000

votes per share of Class I, J or K Preferred Stock). As a result, each Class I, J or K Depositary Share is entitled to

one

vote.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of

$25,000.00

Class I Preferred Stock per share,

$25,000.00

Class J Preferred Stock per share and

$25,000.00

Class K Preferred Stock per share

($25.00

per each Class I, Class J and Class K Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.

Common Stock

During

February

2015,

the Company established an at the market continuous offering program (the “ATM program”), pursuant to which the Company

may

offer and sell shares of its common stock, par value

$0.01

per share, with an aggregate gross sales price of up to

$500.0

million through a consortium of banks acting as sales agents. Sales of the shares of common stock

may

be made, as needed, from time to time in “at the market” offerings as defined in Rule

415

of the Securities Act of

1933,

including by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. During the year ended

December

31,

2016,

the Company issued

9,806,377

shares and received proceeds of

$285.2

million, net of commissions and fees of

$2.9

million. As of

December

31,

2016

the Company had

$211.9

million available under this ATM program.

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases

may

occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During

2016,

2015

and

2014,

the Company repurchased

257,477

shares,

179,696

shares and

128,147

shares, respectively, in connection with common shares surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans.

Convertible Units

The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see Footnote

15

of the Notes to Consolidated Financial Statements). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on

December

31,

2016,

is

$24.1

million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in Common Stock, the unit holders would receive

0.9

million shares of Common Stock.