Common Stock and Other Equity Related Transactions

12 Months Ended

Dec. 31, 2012

Employee Stock Purchase Plan Purchase Price Of Shares

The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period; and (b) the closing price for a share of common stock on the first day of the offering period.

Common Stock and Other Equity Related Transactions

Common Stock and Other Equity Related Transactions

The Company adopted the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”) in July 1997. Pursuant to the ESPP, as amended on May 3, 2006, certain employees and directors of the Company may each annually acquire up to $250,000 of common stock of the Company. The aggregate number of shares of common stock available under the ESPP shall not exceed 1,000,000, subject to adjustment by the Company’s Board of Directors. The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period; and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2012, 2011 and 2010 were 15,077, 14,588 and 18,955, respectively.

The following table presents the changes in the Company’s outstanding common stock for the years ended December 31, 2012, 2011 and 2010 (excluding OP Units of 3,728,160, 4,103,067, and 4,914,040 outstanding at December 31, 2012, 2011 and 2010, respectively):

	2012		2011		2010
Shares outstanding at January 1,	41,078,200		30,972,353		30,350,792
Common stock issued through conversion of OP Units	374,907		328,353		482,620
Common stock issued through exercise of options	80,000		172,384		33,767
Common stock issued through stock grants	88,999		108,332		121,665
Common stock issued through ESPP and Dividend Reinvestment Plan	15,554		15,152		20,841
Common stock repurchased and retired	(41,005	)	(4,150	)	(37,332	)
Common stock issued through stock offering	—		6,037,500		—
Common stock issued for Acquisition	—		1,708,276		—
Redemption of Series B Preferred Stock for Common Stock	—		1,740,000		—
Shares outstanding at December 31,	41,596,655		41,078,200		30,972,353

Note 4—Common Stock and Other Equity Related Transactions (continued)

During the year ended December 31, 2012, the Company repurchased shares of common stock representing common stock surrendered to the Company to satisfy income tax withholding obligations due as a result of the vesting of restricted stock grants at a weighted average price of $66.61 per share.

As of December 31, 2012 and 2011, the Company’s percentage ownership of the Operating Partnership was approximately 91.8% and 90.9%, respectively. The remaining approximately 8.2% and 9.1%, respectively, was owned by the Common OP Unitholders.

The following regular quarterly distributions have been declared and paid to common stockholders and common OP Unit non-controlling interests since January 1, 2010:

Distribution Amount Per Share	For the Quarter Ending	Stockholder Record Date	Payment Date
$0.3000	March 31, 2010	March 26, 2010	April 9, 2010
$0.3000	June 30, 2010	June 25, 2010	July 9, 2010
$0.3000	September 30, 2010	September 24, 2010	October 8, 2010
$0.3000	December 31, 2010	December 31, 2010	January 14, 2011
$0.3750	March 31, 2011	March 25, 2011	April 8, 2011
$0.3750	June 30, 2011	June 24, 2011	July 8, 2011
$0.3750	September 30, 2011	September 30, 2011	October 14, 2011
$0.3750	December 31, 2011	December 30, 2011	January 13, 2012
$0.4375	March 31, 2012	March 30, 2012	April 13, 2012
$0.4375	June 30, 2012	June 29, 2012	July 13, 2012
$0.4375	September 30, 2012	September 28, 2012	October 12, 2012
$0.4375	December 31, 2012	December 14, 2012	December 28, 2012

On September 6, 2012, the Company entered into equity distribution agreements with sales agents, pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. The Company has not sold any common stock to date under the equity distribution agreements.

On May 8, 2012, the ability to issue shares upon conversion of the Series A Preferred Stock was approved by the Company’s common stockholders. As a result, the Series A Preferred Stock has been classified as redeemable interests inside of permanent equity on the Company’s Consolidated Balance Sheet.

On August 9, 2012, the Company announced an offer to acquire all of the 8,000,000 outstanding Series A Preferred Stock. For each share of Series A Preferred Stock, the Company intended to exchange for one newly issued depositary share plus cash equal to the amount of all unpaid distributions accrued on such tendered Series A Preferred Stock. On September 14, 2012, the Company issued 54,458 shares of the Company’s Series C Preferred Stock with a liquidation value of $2,500.00 per share, which are represented by depositary shares as described below. Also on September 14, 2012, the Company exchanged 5,445,765 shares of its Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100^th of a share of the Company’s Series C Preferred Stock with a liquidation value of $25.00 per depositary share, plus accrued and unpaid dividends of $0.3849625 per share of Series A Preferred Stock.

On October 18, 2012, the Company redeemed the remaining 2,554,235 shares of Series A Preferred Stock at the $25.00 per share liquidation value plus accrued and unpaid dividends of $0.0948460 per share on such redeemed shares for approximately $64.1 million.

During the year ended December 31, 2011, the Company issued 1,708,276 shares of common stock and 1,740,000 shares of Series B Non-Voting Cumulative Preferred Stock (the “Series B Preferred Stock”), par value $0.01 per share. All of the shares were issued to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K.

On October 24, 2011, the Company, on behalf of a selling stockholder, closed on a public offering of 3,162,069 shares of common stock. The 3,162,069 shares of common stock sold included 1,453,793 shares of common stock issued by the Company upon redemption of 1,453,793 shares of Series B Preferred Stock. The Company did not receive any proceeds from the offering. On December 23, 2011, the remaining 286,207 Series B Preferred Stock were redeemed for 286,207 shares of common stock. As of the December 31, 2011, the Company did not have any Series B Preferred Stock outstanding.

Note 4—Common Stock and Other Equity Related Transactions (continued)

On June 7, 2011, the Company issued 6,037,500 shares of common stock in an equity offering for approximately $344.0 million in proceeds, net of offering costs. The proceeds were used to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K.

On March 4, 2011, the Company, on behalf of selling stockholders, closed on a public offering of 8,000,000 shares of Series A Preferred Stock, par value $0.01 per share, liquidation preference of $25.00 per share, at a price of $24.75 per share. The selling stockholders received the Series A Preferred Stock in exchange for $200 million of previously issued series D and series F Perpetual Preferred OP Units. Holders of the Series A Preferred Stock have preference rights with respect to liquidation and distributions over the common stock. The Company has the option at any time to redeem the Series A Preferred Stock at a redemption price of $25.00 per share, plus accumulated and unpaid dividends. The Company did not receive any proceeds from the offering.