Stockholders' Equity Matters

12 Months Ended

Dec. 31, 2019

Our board of directors has adopted a dividend policy under which we have paid, and in the future intend to pay, quarterly cash dividends on our common stock. The amount and timing of future dividends will continue to be subject to the approval of our board of directors, in its sole discretion, and to applicable legal requirements.

In 2017, 2018 and 2019, our board of directors declared the following dividends:

Declaration Date

Dividend

Per Share

Record Date

Total

Amount

Payment Date

February 15, 2017

0.5500

March 15, 2017

145,235

April 3, 2017

May 24, 2017

0.5500

June 15, 2017

145,417

July 3, 2017

July 27, 2017

0.5500

September 15, 2017

146,772

October 2, 2017

October 24, 2017

0.5875

December 15, 2017

166,319

January 2, 2018

February 14, 2018

0.5875

March 15, 2018

167,969

April 2, 2018

May 24, 2018

0.5875

June 15, 2018

168,078

July 2, 2018

July 24, 2018

0.5875

September 17, 2018

168,148

October 2, 2018

October 25, 2018

0.6110

December 17, 2018

174,935

January 3, 2019

February 7, 2019

0.6110

March 15, 2019

175,242

April 2, 2019

May 22, 2019

0.6110

June 17, 2019

175,389

July 2, 2019

July 26, 2019

0.6110

September 16, 2019

175,434

October 2, 2019

October 31, 2019

0.6185

December 16, 2019

177,687

January 2, 2020

During the years ended December 31, 2019, 2018, and 2017, we declared distributions to our stockholders of $703,752, $679,130 and $603,743, respectively. These distributions represent approximately $2.45 per share, $2.38 per share and $2.27 per share for the years ended December 31, 2019, 2018, and 2017, respectively, based on the weighted average number of common shares outstanding during each respective year.

For federal income tax purposes, distributions to our stockholders are generally treated as nonqualified ordinary dividends (potentially eligible for the lower effective tax rates available for "qualified REIT dividends"), qualified ordinary dividends or return of capital. The United States Internal Revenue Service requires historical C corporation earnings and profits to be distributed prior to any REIT distributions, which may affect the character of each distribution to our stockholders, including whether and to what extent each distribution is characterized as a qualified or nonqualified ordinary dividend. In addition, certain of our distributions qualify as capital gain distributions. For the years ended December 31, 2019, 2018, and 2017, the dividends we paid on our common shares were classified as follows:



	Year Ended December 31,
	2019		2018		2017
Nonqualified ordinary dividends	54.8	%	83.0	%	82.1	%
Qualified ordinary dividends	4.5	%	4.8	%	17.9	%
Capital gains	14.7	%	5.8	%	—	%
Return of capital	26.0	%	6.4	%	—	%
	100.0	%	100.0	%	100.0	%

Dividends paid during the years ended December 31, 2019, 2018, and 2017 which were classified as qualified ordinary dividends for federal income tax purposes primarily related to the distribution of historical C corporation earnings and profits related to certain acquisitions completed during the years ended December 31, 2019, 2018, and 2017. In 2019, the percentage of our dividend that was classified as a capital gain was 14.7% and primarily related to the sale of land and buildings in the United States and United Kingdom. In 2018, the percentage of our dividend that was classified as a capital gain was 5.8% and primarily relates to the sale of land and buildings in the United Kingdom. In 2017, none of our dividends were characterized as a return of capital primarily due to the impact of the Deemed Repatriation Transition Tax. See Note 7 for further disclosure regarding the impact of the Deemed Repatriation Transition Tax.

At The Market (ATM) Equity Program

In October 2017, we entered into a distribution agreement (the “Distribution Agreement”) with a syndicate of 10 banks (the “Agents”) pursuant to which we may sell, from time to time, up to an aggregate sales price of $500,000 of our common stock through the Agents (the “At The Market (ATM) Equity Program”). Sales of our common stock made pursuant to the Distribution Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and us. We intend to use the net proceeds from sales of our common stock pursuant to the At The Market (ATM) Equity Program for general corporate purposes, which may include acquisitions and investments, including acquisitions and investments in our Global Data Center Business, and repaying amounts outstanding from time to time under the Revolving Credit Facility.

During the quarter and year ended December 31, 2019, there were no shares of common stock sold under the At The Market (ATM) Equity Program. During the year ended December 31, 2018, under the At The Market (ATM) Equity Program, we sold an aggregate of 273,486 shares of common stock for gross proceeds of approximately $8,800, generating net proceeds of $8,716, after deducting commissions of $90. During the year ended December 31, 2017, under the At The Market (ATM) Equity Program, we sold an aggregate of 1,481,053 shares of common stock for gross proceeds of approximately $60,000, generating net proceeds of $59,100 after deducting commissions of $900.

As of December 31, 2019, the remaining aggregate sale price of shares of our common stock available for distribution under the At The Market (ATM) Equity Program was approximately $431,200.

Equity Offering

On December 12, 2017, we entered into an underwriting agreement (the "Underwriting Agreement") with a syndicate of 16 banks (the “Underwriters”) related to the public offering by us of 14,500,000 shares (the “Firm Shares”) of our common stock (the “Equity Offering”). The offering price to the public for the Equity Offering was $37.00 per share, and we agreed to pay the Underwriters an underwriting commission of $1.38195 per share. The net proceeds to us from the Equity Offering, after deducting underwriters' commissions, was $516,462.

Pursuant to the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase from us up to an additional 2,175,000 shares of common stock (the “Option Shares”) at the public offering price, less the underwriting commission and less an amount per share equal to any dividends or distributions declared by us and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option"). On January 10, 2018, the Underwriters exercised the Over-Allotment Option in its entirety. The net proceeds to us from the exercise of the Over-Allotment Option, after deducting underwriters' commissions and the per share value of the dividend we declared on our common stock on October 24, 2017 (for which the record date was December 15, 2017) which was paid on January 2, 2018, was approximately $76,200. The net proceeds of the Equity Offering and the Over-Allotment Option, together with the net proceeds from the issuance of the 5¹/₄% Notes, were used to finance the purchase price of the IODC Transaction, and to pay related fees and expenses. At December 31, 2017, the net proceeds of the Equity Offering, together with the net proceeds from the 5¹/₄% Notes, were used to temporarily repay borrowings under our Revolving Credit Facility and invest in money market funds.