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Stockholders' Equity and Noncontrolling Interests
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Equity and Noncontrolling Interests
NOTE 7: Stockholders' Equity and Noncontrolling Interests
Stockholders’ Equity
On September 17, 2024, our board of directors declared a dividend of $0.16 per share on our common stock, which was paid on October 18, 2024 to common stockholders of record as of September 30, 2024.
On June 10, 2024, our board of directors declared a dividend of $0.16 per share on our common stock, which was paid on July 19, 2024 to common stockholders of record as of June 28, 2024.
On March 11, 2024, our board of directors declared a dividend of $0.16 per share on our common stock, which was paid on April 19, 2024 to common stockholders of record as of March 29, 2024.
On September 3, 2024, we entered into an underwriting agreement with Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and RBC Capital Markets LLC as representatives of the several underwriters named therein, (collectively, the “Underwriters”), and Citigroup Global Markets Inc. in its capacity as agent (in such capacity, the “Forward Seller”) for Citibank, N.A., as forward counterparty (the “Forward Counterparty”) and the Forward Counterparty related to the offering of an aggregate of 11,500,000 shares of our common stock, par value $0.01 per share, at a price of $18.96 per share consisting of 11,500,000 shares of our common stock offered by the Forward Seller in connection with the forward sale agreements described below (including 1,500,000 shares offered pursuant to the Underwriter’s option to purchase additional shares, which was exercised in full). We did not initially receive any proceeds from the sale of common stock by the Forward Seller. We completed the offering on September 5, 2024.
In connection with the offering, we also entered into two forward sale agreements. The first forward sale agreement (the “Initial Forward Sale Agreement”), dated September 3, 2024, with the Forward Seller and Forward Counterparty, and the second forward sale agreement (the “Additional Forward Sale Agreement”, together with the Initial Forward Sale Agreement, the “Forward Sale Agreements”), dated September 4, 2024, with the Forward Seller and the Forward Counterparty. In connection with the Forward Sale Agreements, the Forward Seller (or its affiliate) borrowed from third parties and sold to the Underwriters an aggregate of 11,500,000 shares of our common stock that was sold in the
offering. As of September 30, 2024, 11,500,000 shares of our common stock remain to be settled under the Forward Sale Agreements, which if physically settled would provide additional proceeds to us of $216,849 based on the forward price as of September 30, 2024. We expect to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares upon one or more such physical settlements within approximately twelve months from the date of the prospectus supplement, no later than September 5, 2025, the scheduled maturity date of the Forward Sale Agreements. Although we expect to settle the Forward Sale Agreements entirely by the physical delivery of shares of our common stock for cash proceeds, we may also elect to cash or net share settle all or a portion of our obligations under the Forward Sale Agreements, in which case, we may receive or owe cash or shares of our common stock from or to the Forward Seller. The Forward Sale Agreements provide for an initial forward sale price of $18.96 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
On June 14, 2023, we replaced our previous shelf registration statement with our new shelf registration statement. On July 28, 2023, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock under our shelf registration statement having an aggregate offering price of up to $450,000 (the “ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis.
During the three months ended September 30, 2024, we entered into forward sale transactions under the ATM Program for the forward sale of an aggregate 1,500,000 shares of our common stock. The forward sale transactions have not yet settled as of the date of this Quarterly Report on Form 10-Q and we have not received any net proceeds from the offering as of the date of this Quarterly Report on Form 10-Q. Subject to our right to elect net share settlement, we expect to physically settle the forward sale transactions by the maturity date of September 30, 2025 as set forth in the forward sale transactions placement notice. As of September 30, 2024, 1,500,000 shares of our common stock remain to be settled under the forward sale transaction, which if physically settled would provide additional proceeds to us of $29,074, net of sales commissions, based on the forward price as of September 30, 2024, subject to adjustment in accordance with the forward sale transactions. As of September 30, 2024, approximately $420,400 remained available for issuance under the ATM Program.
We evaluated the accounting for forward sale agreements under FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. As the Forward Sale Agreements are considered indexed to our own equity and since they meet the equity classification conditions in ASC 815, the Forward Sale Agreements have been classified as equity.
On May 18, 2022, our board of directors authorized a common stock repurchase program (the "Stock Repurchase Program") covering up to $250,000 in shares of our common stock. Under the Stock Repurchase Program, we, in our discretion, may purchase our shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of our shares, trading volumes and general market conditions. The Stock Repurchase Program has no time limit and may be suspended or discontinued at any time. During the three and nine months ended September 30, 2024, and 2023, we had no repurchases of shares under the Stock Repurchase Program. As of September 30, 2024, we had $250,000 in shares of our common stock remaining authorized for purchase under the Stock Repurchase Program.
Noncontrolling Interest
During the nine months ended September 30, 2024, holders of IROP units exchanged 4,928 units for 4,928 shares of our common stock. As of September 30, 2024, 5,941,643 IROP units held by unaffiliated third parties remain outstanding.
On September 17, 2024, our board of directors declared a dividend of $0.16 per IROP unit, which was paid on October 18, 2024 to IROP unit holders of record as of September 30, 2024.
On June 10, 2024, our board of directors declared a dividend of $0.16 per IROP unit, which was paid on July 19, 2024 to IROP unit holders of record as of June 28, 2024.
On March 11, 2024, our board of directors declared a dividend of $0.16 per IROP unit, which was paid on April 19, 2024 to IROP unit holders of record as of March 29, 2024.