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Stockholders' Equity | 6 Months Ended
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Jun. 30, 2020
Equity [Abstract] |
Stockholders' Equity | Stockholders' Equity Stock Authorized We have the authority to issue 750,000,000 shares of stock, consisting of 700,000,000 shares of Common Stock, $0.01 par value per share and 50,000,000 shares of Preferred Stock, $0.01 par value per share. June 2020 Offering On June 17, 2020, we completed a primary follow-on offering of 29,900,000 shares of common stock (inclusive of 3,900,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at an offering price of $22.15 per share for an aggregate offering value of $662.3 million, all of which are subject to a forward sale agreement to be settled by September 17, 2020 (the “June 2020 Forward Sale Agreement”). We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchaser or its affiliates. We determined that the June 2020 Forward Sale Agreement meets the criteria for equity classification and is therefore exempt from derivative accounting. We recorded the June 2020 Forward Sale Agreement at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification. We expect to settle the June 2020 Forward Sale Agreement entirely by the physical delivery by us of 29,900,000 shares of our common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the June 2020 Forward Sale Agreement. The physical settlement of the June 2020 Forward Sale Agreement is calculated based on the initial forward sale price per share of $21.37 as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the June 2020 Forward Sale Agreement. As of June 30, 2020, based on these adjustments, the forward share price was $21.07 and would result in us receiving approximately $630.1 million in cash proceeds if we were to physically settle the June 2020 Forward Sale Agreement. Alternatively, if we were to net cash settle the June 2020 Forward Sale Agreement, it would result in a cash inflow of $26.4 million or, if we were to net share settle the June 2020 Forward Sale Agreement, it would result in us receiving approximately 1.3 million shares. As of June 30, 2020, we have not settled any portion of the June 2020 Forward Sale Agreement. Further, the shares of common stock issuable upon settlement of the June 2020 Forward Sale Agreement will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the June 2020 Forward Sale Agreement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price at the end of the reporting period). If and when we physically settle the June 2020 Forward Sale Agreement, the delivery of shares of our common stock will result in an increase in the number of shares of common stock outstanding and dilution to our earnings per share. We intend to use the net proceeds upon settlement of the June 2020 Forward Sale Agreement to fund the Forum Convention Center Mortgage Loan and the purchase price of the Las Vegas Land and for general corporate purposes, which may include our other pending transactions, the acquisition and improvement of properties, capital expenditures, working capital and the repayment of indebtedness. June 2019 Offering On June 28, 2019, we completed a primary follow-on offering of (i) 50,000,000 shares of common stock (including 15,000,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock) at an offering price of $21.50 per share for an aggregate offering value of $1.1 billion, resulting in net proceeds, after the deduction of the underwriting discount and expenses, of $1.0 billion and (ii) 65,000,000 shares of common stock that were subject to forward sale agreements to be settled by September 26, 2020 (collectively the “June 2019 Forward Sale Agreements”). We did not initially receive any proceeds from the sale of the shares of common stock subject to the June 2019 Forward Sale Agreements that were sold by the forward purchasers or their respective affiliates. We determined that the June 2019 Forward Sale Agreements meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the June 2019 Forward Sale Agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value were not required under equity classification. On June 2, 2020, we physically settled the June 2019 Forward Sale Agreements in full by delivering 65,000,000 shares of our common stock to the forward purchasers, in exchange for total net proceeds of approximately $1.3 billion. The physical settlement of the June 2019 Forward Sale Agreements was calculated based on the forward sale price of $19.64 per share. The proceeds were used to consummate the Eldorado Transaction. At-the-Market Offering Program We have entered into an equity distribution agreement, as amended (the “ATM Agreement”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $750.0 million of our common stock (the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Agreement may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the six months ended June 30, 2020, we sold a total of 7,500,000 shares under the ATM Program for net proceeds of $200.0 million. During the year ended December 31, 2019, we sold a total of 6,107,633 shares under the ATM Program for net proceeds of $128.3 million. We have no obligation to sell the remaining shares available for sale under the ATM Program. The following table details the issuance of outstanding shares of common stock, including restricted common stock:
|  | Six Months Ended June 30, |  |
Common Stock Outstanding |  | 2020 |  | 2019
Beginning Balance January 1, (1) |  | 461,004,742 |  |  | 404,729,616 |
Issuance of common stock in primary follow-on offerings |  | — |  |  | 50,000,000 |
Issuance of common stock upon physical settlement of forward sale agreements (1) |  | 65,000,000 |  |  | — |
Issuance of common stock under the at-the-market offering program |  | 7,500,000 |  |  | 6,107,633 |
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures (2) |  | 163,013 |  |  | 167,297 |
Ending Balance June 30, |  | 533,667,755 |  |  | 461,004,546 |
____________________ (1)Excludes the 29,900,000 shares subject to June 2020 Forward Sale Agreement as the shares are not yet settled. (2)The six months ended June 30, 2020 and 2019 excludes 239,437 share units and 157,512 share units, respectively, issued under the performance-based stock incentive program. Dividends Dividends declared (on a per share basis) during the six months ended June 30, 2020 and 2019 were as follows:
Six Months Ended June 30, 2020 |  |  |  |  |  |  |  |
Declaration Date |  | Record Date |  | Payment Date |  | Period |  | Dividend
March 12, 2020 |  | March 31, 2020 |  | April 9, 2020 |  | January 1, 2020 - March 31, 2020 |  | $ | 0.2975 |
June 11, 2020 |  | June 30, 2020 |  | July 10, 2020 |  | April 1, 2020 - June 30, 2020 |  | $ | 0.2975 |
Six Months Ended June 30, 2019 |  |  |  |  |  |  |  |
Declaration Date |  | Record Date |  | Payment Date |  | Period |  | Dividend
March 14, 2019 |  | March 29, 2019 |  | April 11, 2019 |  | January 1, 2019 - March 31, 2019 |  | $ | 0.2875 |
June 13, 2019 |  | June 28, 2019 |  | July 12, 2019 |  | April 1, 2019 - June 30, 2019 |  | $ | 0.2875 |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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