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Note 16 - Preferred Stock, Common Stock and Convertible Unit Transactions
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
16.
Preferred Stock, Common Stock and Convertible Unit Transactions
:
 
Preferred Stock
 
The Company’s outstanding Preferred Stock is detailed below (in thousands, except share data and par values):
 
As of
December 31,
2018
Class
of
Preferred
Stock
 
Shares
Authorized
   
Shares
Issued and
Outstanding
   
Liquidation
Preference
(in thousands)
   
Dividend
Rate
   
Annual
Dividend per
Depositary
Share
   
 
Par Value
 
Optional
Redemption
Date
Class I
   
18,400
     
7,000
    $
175,000
     
6.000
%   $
1.50000
    $
1.00
 
3/20/2017
Class J
   
9,000
     
9,000
     
225,000
     
5.500
%   $
1.37500
    $
1.00
 
7/25/2017
Class K
   
8,050
     
7,000
     
175,000
     
5.625
%   $
1.40625
    $
1.00
 
12/7/2017
Class L
   
10,350
     
9,000
     
225,000
     
5.125
%   $
1.28125
    $
1.00
 
8/16/2022
Class M
   
10,580
     
10,580
     
264,500
     
5.250
%   $
1.31250
    $
1.00
 
12/20/2022
     
 
     
42,580
    $
1,064,500
     
 
     
 
     
 
 
 
 
As of
December 31, 2017
Class
of
Preferred
Stock
 
Shares
Authorized
   
Shares
Issued and
Outstanding
   
Liquidation
Preference
(in thousands)
   
Dividend
Rate
   
Annual
Dividend per
Depositary
Share
   
 
Par Value
 
Optional
Redemption
Date
Class I
   
18,400
     
7,000
    $
175,000
     
6.000
%   $
1.50000
    $
1.00
 
3/20/2017
Class J
   
9,000
     
9,000
     
225,000
     
5.500
%   $
1.37500
    $
1.00
 
7/25/2017
Class K
   
8,050
     
7,000
     
175,000
     
5.625
%   $
1.40625
    $
1.00
 
12/7/2017
Class L
   
10,350
     
9,000
     
225,000
     
5.125
%   $
1.28125
    $
1.00
 
8/16/2022
Class M
   
10,580
     
9,200
     
230,000
     
5.250
%   $
1.31250
    $
1.00
 
12/20/2022
     
 
     
41,200
    $
1,030,000
     
 
     
 
     
 
 
 
 
The following Preferred Stock classes were issued during the year ended
December 31, 2017:
 
Class
of
Preferred Stock
 
Date
Issued
 
Depositary
Shares
Issued
 
Fractional
Interest per
Share
 
Net Proceeds,
Before
Expenses
(in millions)
   
Offering
Price
 
Class L
 
8/16/2017
   
9,000,000
 
1/1000
  $
218.1
     
25.00
 
Class M (1)
 
12/20/2017
   
9,200,000
 
1/1000
  $
222.8
     
25.00
 
 
(
1
)
Additionally, during
January 2018,
the underwriting financial institutions for the Class M issuance elected to exercise the over-allotment option and as a result, the Company issued an additional
1,380,000
Class M Depositary Shares, each representing a
one
-thousandth fractional interest in a share of the Company's
5.250%
Class M Cumulative Redeemable Preferred Stock,
$1.00
par value per share. The Company received net proceeds before expenses of
$33.4
million from this offering.
 

The following Preferred Stock class was partially redeemed during the year ended
December 31, 2017:
 
Class
of
Preferred Stock
 
Redemption
Date
 
Depositary
Shares
Redeemed
   
Redemption
Price
   
Redemption
Amount
(in millions)
   
Redemption
Charges
(in millions)
(1)
 
Class I (2)
 
9/6/2017
   
9,000,000
    $
25.00
    $
225.0
    $
7.0
 
 
(
1
)
Redemption charges resulting from the difference between the redemption amount and the carrying amount of the respective preferred stock class on the Company’s Consolidated Balance Sheets are accounted for in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. These charges were subtracted from net income attributable to the Company to arrive at net income available to the Company’s common shareholders and used in the calculation of earnings per share.
(
2
)
The Company partially redeemed
9,000,000
depositary shares of its issued and outstanding Class I Preferred Stock, representing
56.25%
of the issued and outstanding Class I Preferred Stock.
 
The Company’s Preferred Stock Depositary Shares for all classes are
not
convertible or exchangeable for any other property or securities of the Company. 
 
Voting Rights - The Class I, J, K, L and M 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, K, L or M Preferred Stock
may
vote, including any actions by written consent, each share of the Class I, J, K, L or M 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, K, L or M 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, K, L, or M Preferred Stock). As a result, each Class I, J, K, L or M 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
Class I Preferred Stock per share,
$25,000
Class J Preferred Stock per share,
$25,000
Class K Preferred Stock per share,
$25,000
Class L Preferred Stock per share and
$25,000
Class M Preferred Stock per share (
$25.00
per each Class I, Class J, Class K, Class L and Class M 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 2018,
the Company’s Board of Directors authorized a share repurchase program, which is effective for a term of
two
years, pursuant to which the Company
may
repurchase shares of its common stock, par value
$0.01
per share, with an aggregate gross purchase price of up to
$300.0
million. During the year ended
December 31, 2018,
the Company repurchased
5,100,000
shares for an aggregate purchase price of
$75.1
million (weighted average price of
$14.72
per share). As of
December 31, 2018,
the Company had
$224.9
million available under this share repurchase program.
 
During
February 2015,
the Company established an at the market continuous offering program (the “ATM program”), which was effective for a term of
three
years and expired in
February 2018,
pursuant to which the Company
may
have offered and sold 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
have been 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
2016,
the Company issued
9,806,377
shares and received proceeds of
$285.2
million, net of commissions and fees of
$2.9
million. The Company did
not
offer for sale any shares of common stock under the ATM program during
2018
and
2017.
 
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common stock relating to the exercise of stock options or the issuance of restricted stock awards. These 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
2018,
2017
and
2016,
the Company repurchased
278,566
shares,
232,304
shares and
257,477
shares, respectively, relating to shares of common stock surrendered to the Company to satisfy statutory minimum tax withholding obligations relating to 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
14
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, 2018,
is
$14.6
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.
 
Dividends Declared
 
The following table provides a summary of the dividends declared per share:
 
   
Year Ended December 31,
 
   
2018
   
2017
   
2016
 
Common Stock
  $
1.12000
    $
1.09000
    $
1.03500
 
Class I Depositary Shares
  $
1.50000
    $
1.50000
    $
1.50000
 
Class I Depositary Shares Redeemed
  $
-
    $
0.96250
    $
-
 
Class J Depositary Shares
  $
1.37500
    $
1.37500
    $
1.37500
 
Class K Depositary Shares
  $
1.40625
    $
1.40625
    $
1.40625
 
Class L Depositary Shares
  $
1.28125
    $
0.48047
    $
-
 
Class M Depositary Shares
  $
1.31250
    $
0.04010
    $
-