Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v3.20.4
Shareholders' Equity
12 Months Ended
Dec. 31, 2020
Shareholders' Equity [Abstract]  
Shareholders' Equity 9. Shareholders’ equity

Preferred stock

As of December 31, 2020 and 2019, the Company had the following series of preferred stock outstanding:

Earliest Potential

Dividend

Shares

Amount

Series

Issuance Date

Redemption Date

Rate

Outstanding

(in thousands)

Series W

October 2016

October 2021

5.200%

7,590 

$

189,750 

Series X

September 2017

September 2022

5.250%

9,200 

230,000 

Series Y

December 2017

December 2022

5.200%

8,000 

200,000 

Series Z

November 2019

November 2024

4.875%

13,000 

325,000 

Total

37,790 

$

944,750 

On December 30, 2019, the Company completed the redemption of its 5.75% Cumulative Preferred Stock, Series U, at par of $230.0 million as well as its 5.70% Cumulative Preferred Stock, Series V, at par of $110.0 million. The Company recorded a Preferred Redemption Allocation of $11.0 million for the year ended December 31, 2019.

On November 4, 2019, we issued $325.0 million or 13,000,000 depositary shares representing interests in our 4.875% Cumulative Preferred Stock, Series Z, at $25.00 per depositary share. The 4.875% Series Z Cumulative Redeemable Preferred Units are non-callable for five years and have no mandatory redemption. We received $316.0 million in net issuance proceeds.

On January 3, 2018, we completed the redemption of our remaining 6.00% Cumulative Preferred Stock, Series T, at par of $130.0 million. We recorded a Preferred Redemption Allocation of $4.1 million in the year ended December 31, 2017 and reclassified the shares from equity to “preferred stock called for redemption” on our consolidated balance sheets at December 31, 2017.

We paid $48.2 million, $54.3 million, and $52.6 million in distributions to our preferred shareholders for the years ended December 31, 2020, 2019, and 2018, respectively.

The holders of our preferred stock have general preference rights with respect to liquidation, quarterly distributions and any accumulated unpaid distributions. Holders of our preferred stock will not be entitled to vote on most matters, except under certain conditions. In the event of a cumulative arrearage equal to six quarterly dividends, the holders of our preferred

stock will have the right to elect two additional members to serve on the Company’s Board of Directors (the “Board”) until all events of default have been cured. At December 31, 2020, there were no dividends in arrears.

Except under certain conditions relating to the Company’s qualification as a REIT, our preferred stock is not redeemable prior to the redemption dates noted above. On or after the respective redemption dates, the respective series of preferred stock will be redeemable, at the option of the Company, in whole or in part, at $25.00 per depositary share, plus any accrued and unpaid dividends.

Common stock and units

We paid $115.4 million ($4.20 per common share), $115.2 million ($4.20 per common share), and $103.8 million ($3.80 per common share) in distributions to our common shareholders for the years ended December 31, 2020, 2019, and 2018, respectively. We paid $30.7 million ($4.20 per common unit), $30.7 million ($4.20 per common unit), and $27.8 million ($3.80 per common unit) in distributions to our common unit holders for the years ended December 31, 2020, 2019, and 2018, respectively.

The portion of the distributions classified as ordinary income was 100.0%, 100.0%, and 99.3% for the years ended December 31, 2020, 2019, and 2018, respectively. The portion of the distributions classified as long-term capital gain income was 0.0%, 0.0% and 0.7% for the years ended December 31, 2020, 2019, and 2018, respectively. The percentages in the two preceding sentences are unaudited.

During the three months ended June 30, 2018, the Board increased our quarterly dividend from $0.85 per common share to $1.05 per common share.

Equity stock

The Company is authorized to issue 100.0 million shares of Equity Stock. The Articles of Incorporation provide that Equity Stock may be issued from time to time in one or more series and give the Board broad authority to fix the dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of Equity Stock. As of December 31, 2020 and 2019, no equity stock had been issued.