Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.22.2.2
Stockholders' Equity
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Preferred stock
On July 21, 2022, the Company issued 125 shares of preferred stock, par value $0.01 per share, designated as the 12% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”), for an aggregate cash amount of $500. The issuance of the Series A Preferred Stock was made in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
As of September 30, 2022 and December 31, 2021, the Company had the following series of preferred stock outstanding:
Series Issuance Date Earliest Potential Redemption Date Dividend Rate Shares Outstanding
Series X September 2017 September 2022 5.250  % 9,200 
Series Y December 2017 December 2022 5.200  % 8,000 
Series Z November 2019 November 2024 4.875  % 13,000 
Series A1
July 2022
N/A1
12.000  % 125 
Total 30,325 
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1 The Company, at its option, may redeem shares of the Series A Preferred Stock, by resolutions of the Board, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $4,000 per share plus an amount equal to all accrued and unpaid dividends thereon to and including the date fixed for redemption. The redemption is within the Company’s control, and thus the preferred equity arrangements are classified as permanent equity in the Consolidated Financial Statements. The preferred stock was issued in 2022 and therefore the balance as of December 31, 2021 was $—.
The Company paid $9,580, $— and $12,046 in distributions to its preferred stockholders for the period from July 20, 2022 through September 30, 2022, the period from July 1, 2022 through July 19, 2022, and the three months ended September 30, 2021, respectively.
The Company paid $9,580, $19,160 and $36,139 in distributions to its preferred stockholders for the period from July 20, 2022 through September 30, 2022, the period from January 1, 2022 through July 19, 2022, and the nine months ended September 30, 2021, respectively.
Series X, Y, and Z preferred stock
The holders of the Company’s preferred stock have general preference rights with respect to liquidation, quarterly distributions and any accumulated unpaid distributions. Holders of the Company’s 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 the Company’s 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 September 30, 2022, there were no dividends in arrears.
Except under certain conditions relating to the Company’s qualification as a REIT, the Company’s 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. The redemption is within the Company’s control, and thus the preferred equity arrangements are classified as permanent equity in the Consolidated Financial Statements.
Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Company Merger Effective Time”), each share of the 5.250% Series X Cumulative Preferred Stock of the Company, par value $0.01 per share, 5.200% Series Y Cumulative Preferred Stock of the Company, par value $0.01 per share, and 4.875% Series Z Cumulative Preferred Stock of the Company, par value $0.01 per share (collectively, the “Existing Preferred Stock”), issued and outstanding immediately prior to the Company Merger Effective Time and each depositary share issued pursuant to the deposit agreements for the Existing Preferred Stock, representing one-thousandth of one share of Existing Preferred Stock issued and outstanding immediately prior to the Company Merger Effective Time, was unaffected by the Merger and remained outstanding in accordance with their respective terms.
Common stock and units
The following table summarizes the Company’s distributions to common stockholders and common unit holders:
Successor Predecessor
Period from July 20, 2022 through September 30, 2022 Period from July 1, 2022 through July 19, 2022 Three Months Ended September 30, 2021 Period from January 1, 2022 through July 19, 2022 Nine Months Ended September 30, 2021
Distributions to common stockholders $ —  $ 151,056  $ 28,923  $ 209,079  $ 86,713 
Distributions to common unit holders $ —  $ 39,972  $ 7,691  $ 55,358  $ 23,072 
Pursuant to the terms and conditions of the Merger Agreement, at Company Merger Effective Time, each share of common stock of the Company, par value $0.01 per share (“Common Stock”), issued and outstanding immediately prior to the Company Merger Effective Time was automatically converted into the right to receive an amount in cash equal to $182.25 per share, without interest and less any applicable withholding taxes, representing $187.50 per share of Common Stock as reduced by the $5.25 per share Closing Cash Dividend.