XML 44 R25.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Note 16 - Preferred Stock, Common Stock and Convertible Unit Transactions | 12 Months Ended
--- | ---
Dec. 31, 2017
Notes to Financial Statements |
Stockholders' Equity Note Disclosure [Text Block] |
16. | Preferred Stock, Common Stock and Convertible Unit Transactions :
Preferred Stock The Company ’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):
As of December 31, 2017
Class of Preferred Stock |  | Shares Authorized |  |  | Shares I ssued and Outstanding |  |  | Liquidation Preference (in thousands) |  |  | Dividend Rate |  |  | Annual Dividend per Depositary Share |  |  | Par Value |  | Optional Redemption Date
Class I |  |  | 18,400 |  |  |  | 7,000 |  |  | $ | 175,000 |  |  | 6.000% |  |  | $ | 1.50000 |  |  | $ | 1.00 |  | 3/20/2017
Class J |  |  | 9,000 |  |  |  | 9,000 |  |  |  | 225,000 |  |  | 5.500% |  |  | $ | 1.37500 |  |  | $ | 1.00 |  | 7/25/2017
Class K |  |  | 8,050 |  |  |  | 7,000 |  |  |  | 175,000 |  |  | 5.625% |  |  | $ | 1.40625 |  |  | $ | 1.00 |  | 12/7/2017
Class L |  |  | 10,350 |  |  |  | 9,000 |  |  |  | 225,000 |  |  | 5.125% |  |  | $ | 1.28125 |  |  | $ | 1.00 |  | 8/16/2022
Class M |  |  | 10,580 |  |  |  | 9,200 |  |  |  | 230,000 |  |  | 5.250% |  |  | $ | 1.31250 |  |  | $ | 1.00 |  | 12/20/2022
|  |  |  |  |  |  | 41,200 |  |  | $ | 1,030,000 |  |  |  |  |  |  |  |  |  |  |  |  |
As of December 31, 201 6
Class of Preferred Stock |  | Shares Authorized |  |  | Shares Issued and Outstanding |  |  | Liquidation Preference (in thousands) |  |  | Dividend Rate |  |  | Annual Dividend per Depositary Share |  |  | Par Value |  | Optional Redemption Date
Class I |  |  | 18,400 |  |  |  | 16,000 |  |  | $ | 400,000 |  |  | 6.000% |  |  | $ | 1.50000 |  |  | $ | 1.00 |  | 3/20/2017
Class J |  |  | 9,000 |  |  |  | 9,000 |  |  |  | 225,000 |  |  | 5.500% |  |  | $ | 1.37500 |  |  | $ | 1.00 |  | 7/25/2017
Class K |  |  | 8,050 |  |  |  | 7,000 |  |  |  | 175,000 |  |  | 5.625% |  |  | $ | 1.40625 |  |  | $ | 1.00 |  | 12/7/2017
|  |  |  |  |  |  | 32,000 |  |  | $ | 800,000 |  |  |  |  |  |  |  |  |  |  |  |  |
The following Preferred Stock classes w ere issued during the year ended December 31, 2017:
Class of Preferred Stock |  |  | Date Issued |  |  | Depositary Shares Issued |  |  | Fractional Interest per Share |  |  | Net Proceeds, Before Expenses (in millions) |  |  | Offering Price |
Class L |  |  | 8/16/2017 |  |  | 9,000,000 |  |  | 1/1000 |  |  | $ | 218.1 |  |  |  | 25.00 |
Class M |  |  | 12/20/2017 |  |  | 9,200,000 |  |  | 1/1000 |  |  | $ | 222.8 |  |  |  | 25.00 |
During January 2018, the underwriting financial institutions for the Class M issuance elected to exercise the over-allotment option and as a result, the Company issued an additional 1,380,000 Class M Depositary Shares, each representing a one -thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. The Company received net proceeds before expenses of $33.4 million from this offering. The following Preferred Stock classes were redeemed or partially redeemed during the years ended December 31, 2017, 2016 and 2015:
Classes of Preferred Stock |  |  | Redemption Date |  |  | Depositary Shares Redeemed |  |  | Redemption Price |  |  | Redemption Amount (in millions) |  |  | Redemption Charges (in millions) (1) |
Class I ( 2) |  |  | 9/6/2017 |  |  | 9,000,000 |  |  | $ | 25.00 |  |  | $ | 225.0 |  |  | $ | 7.0 |
Class H |  |  | 11/25/2015 |  |  | 7,000,000 |  |  | $ | 25.00 |  |  | $ | 175.0 |  |  | $ | 5.8 |
( 1 ) | Redemption charges resulting from the difference between the redemption amount and the carrying amount of the respective preferred stock class on the Company’s Consolidated Balance Sheets are accounted for in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. These charges were subtracted from net income/(loss) attributable to the Company to arrive at net income/(loss) available to the Company’s common shareholders and used in the calculation of earnings per share.
( 2 ) | T he Company partially redeemed 9,000,000 depositary shares of its issued and outstanding Class I Preferred Stock, representing 56.25% of the issued and outstanding Class I Preferred Stock.
The Company ’s Preferred Stock Depositary Shares for all classes are not convertible or exchangeable for any other property or securities of the Company. Voting Rights - The Class I, J, K, L and M Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below. As to any matter on which the Class I, J, K, L or M Preferred Stock may vote, including any actions by written consent, each share of the Class I, J, K, L or M Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class I, J, K, L or M Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class I, J, K, L, or M Preferred Stock). As a result, each Class I, J, K, L or M Depositary Share is entitled to one vote. Liquidation Rights In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share, $25,000.00 Class K Preferred Stock per share, $25,000.00 Class L Preferred Stock per share and $25,000.00 Class M Preferred Stock per share ( $25.00 per each Class I, Class J, Class K, Class L and Class M Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights. Common Stock During February 2018, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. During February 2015, the Company established an at the market continuous offering program (the “ATM program”), which is effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. During the year ended December 31, 2016, the Company issued 9,806,377 shares and received proceeds of $285.2 million, net of commissions and fees of $2.9 million. The Company did not offer for sale any shares of common stock under the ATM program during the year ended December 31, 2017. As of December 31, 2017, the Company had $211.9 million available under this ATM program. The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares relating to the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During 2017, 2016 and 2015, the Company repurchased 232,304 shares, 257,477 shares and 179,696 shares, respectively, relating to common shares surrendered to the Company to satisfy statutory minimum tax withholding obligations relating to the vesting of restricted stock awards under the Company’s equity-based compensation plans. Convertible Units The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see Footnote 14 of the Notes to Consolidated Financial Statements). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2017, is $18.3 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in common stock, the unit holders would receive 1.0 million shares of common stock.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration