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EQUITY AND MEZZANINE EQUITY | 9 Months Ended
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Sep. 30, 2024
Equity [Abstract] |
EQUITY AND MEZZANINE EQUITY | EQUITY AND MEZZANINE EQUITY Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 165,600 preferred units at September 30, 2024 and December 31, 2023. The Series D preferred units have a par value price of $100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year. The Series D preferred units have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units have an aggregate liquidation value of $16.6 million. Changes in the redemption value are based on changes in the trading value of common shares and are charged to common shares on the Condensed Consolidated Balance Sheets each quarter. The holders of the Series D preferred units do not have voting rights. Distributions to Series D unitholders are presented in the Condensed Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests. Series C Preferred Shares. On August 21, 2024, our Board of Trustees authorized the redemption of all of the Series C preferred shares. On August 30, 2024, we delivered notice to holders of the Series C preferred shares that we intended to redeem all 3.9 million Series C preferred shares at a redemption price equal to $25 per share plus any accrued but unpaid distributions per share up to and including the redemption date of September 30, 2024. On September 30, 2024, the Company completed the redemption of all the outstanding Series C preferred shares for an aggregate redemption price of $97.0 million, excluding distributions, which was $3.5 million in excess of the carrying value and is included in redemption of preferred shares on the Condense Consolidated Statement of Operations. Such shares were no longer outstanding as of September 30, 2024. Series C preferred shares outstanding were 3.9 million shares at December 31, 2023. The Series C preferred shares were nonvoting and redeemable for cash at $25 per share at Centerspace’s option. Holders of these shares were entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrued at an annual rate of $1.65625 per share, which is equal to 6.625% of the $25 per share liquidation preference. Operating Partnership Units. The Operating Partnership had 809,000 and 861,000 outstanding Units at September 30, 2024 and December 31, 2023, respectively. Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and nine months ended September 30, 2024 and 2023 as detailed in the table below.
| (in thousands)
Three Months Ended September 30, | Number of Units |  | Net Book Basis
2024 | 19 |  |  | $ | 845 |
2023 | 97 |  |  | $ | 898 |
Nine Months Ended September 30, |  |  |
2024 | 52 |  |  | $ | 2,212 |
2023 | 107 |  |  | $ | 1,919 |
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.7 million Series E preferred units outstanding on September 30, 2024 and December 31, 2023. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.2048 Units. Centerspace has the option, at its sole election, to convert Series E preferred units into Units if its stock has traded at or above $83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $0.804 per Unit. The Series E preferred units have an aggregate liquidation preference of $169.1 million as of September 30, 2024. The holders of the Series E preferred units do not have voting rights.
|  | (in thousands)
|  | Number of Series E | Number of | Total
Three Months Ended September 30, |  | Preferred Units Redeemed | Common Shares Issued | Value
2024 |  | 12 |  | 15 |  | $ | 1,051 |
2023 |  | 5 |  | 6 |  | $ | 176 |
Nine Months Ended September 30, |  |  |  |
2024 |  | 33 |  | 40 |  | $ | 2,271 |
2023 |  | 25 |  | 31 |  | $ | 2,296 |
Common Shares and Equity Awards. Common shares outstanding on September 30, 2024 and December 31, 2023, totaled 16.6 million and 15.0 million, respectively. During the three and nine months ended September 30, 2024, Centerspace issued approximately 46 and 13,511 common shares, respectively, with a total grant-date fair value of $4,000 and $1.0 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan. During the three and nine months ended September 30, 2023, Centerspace issued approximately 64 and 19,014 common shares, respectively, with a total grant-date fair value of $5,000 and $1.7 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan. These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation. Equity Distribution Agreement. On September 9, 2024 Centerspace amended its equity distribution agreement in connection with the at-the-market offering (“ATM Program”) through which it may offer and sell common shares in amounts and at times determined by management. The amendment increased the maximum aggregate offering price of common shares available for offer and sale thereunder from $250.0 million to $500.0 million. Under the ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. The table below provides details on the sale of common shares during the three and nine months ended September 30, 2024 under the ATM Program. There were no sales of common shares under the ATM Program during the three and nine months ended September 30, 2023. As of September 30, 2024, common shares having an aggregate offering price of up to $262.9 million remained available under the ATM Program.
|  | (in thousands, except per share amounts)
Three Months Ended September 30, |  | Number of Common Shares |  |  | Net Consideration(1) | Average Net Price Per Share
2024 |  | 1,477 |  |  |  | $ | 105,052 |  | $ | 71.12 |
Nine Months Ended September 30, |  |  |  |  |  |
2024 |  | 1,587 |  |  |  | $ | 112,613 |  | $ | 71.66 |
(1)Includes 869,000 shares sold on a forward basis for $62.7 million which were physically settled during the three months ended September 30, 2024. (2)Total consideration is net of $1.0 million and $1.1 million in commissions during the three and nine months ended September 30, 2024, respectively. Share Repurchase Program. On March 10, 2022, the Board of Trustees approved a share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. There were no common shares repurchased during the three months ended September 30, 2024 and 2023. The table below provides details on the shares repurchased during the nine months ended September 30, 2024 and 2023. As of September 30, 2024, the Company had $4.7 million remaining authorized for purchase under this program.
| (in thousands, except per share amounts)
Nine Months Ended September 30, | Number of Common Shares |  | Aggregate Cost(1) | Average Price Per Share(1)
2024 | 88 |  |  | $ | 4,703 |  | $ | 53.62 |
2023 | 124 |  |  | $ | 6,718 |  | $ | 54.19 |
(1)Amount includes commissions.

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