| Equity |
Equity Dividends and Distributions
Our board of directors declared the following dividends in 2018 and 2019:
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Announced Date |
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Record Date |
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Pay Date |
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Amount per
share |
2/21/2018 |
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4/4/2018 |
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4/12/2018 |
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$ |
0.330 |
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5/31/2018 |
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7/5/2018 |
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7/12/2018 |
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0.330 |
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9/12/2018 |
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10/3/2018 |
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10/11/2018 |
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0.330 |
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12/12/2018 |
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12/26/2018 |
(1) |
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1/10/2019 |
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0.330 |
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2/21/2019 |
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4/3/2019 |
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4/11/2019 |
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0.335 |
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6/6/2019 |
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7/5/2019 |
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7/12/2019 |
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0.335 |
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9/12/2019 |
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10/3/2019 |
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10/10/2019 |
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0.335 |
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(1) |
This dividend was treated as a distribution in 2019 for tax purposes.
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Equity Offerings
We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings or sales “at the market,” to or through a market maker or into an existing trading market on an exchange or otherwise. We completed the following public offerings (including ATM issuances) of our common stock in 2018 and 2019:
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Closing Date |
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Common Stock Offerings |
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Shares Issued (1)
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Price Per Share |
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Net Proceeds (2)
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(amounts in millions, except per share amounts) |
5/18/18 to 6/25/18 |
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ATM |
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0.834 |
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$ |
18.76 |
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(3) |
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$ |
15 |
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11/15/18 to 12/11/18 |
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ATM |
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2.777 |
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23.37 |
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(3) |
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64 |
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12/17/2018 and 1/3/2019 |
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Public Offering |
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5.465 |
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21.60 |
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(4) |
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117 |
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1/23/19 to 3/21/19 |
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ATM |
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1.603 |
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23.39 |
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(3) |
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37 |
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5/7/2019 to 6/7/2019 |
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ATM |
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1.926 |
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26.33 |
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(3) |
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50 |
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(1) |
Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares. |
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(2) |
Net proceeds from the offerings are shown after deducting underwriting discounts, commissions and other offering costs. |
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(3) |
Represents the average price per share at which investors in our ATM offerings purchased our shares. |
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(4) |
Represents the price per share at which the underwriters in our public offerings purchased our shares. |
Equity-based Compensation Awards under our 2013 Plan
We have issued awards with service, performance and market conditions that vest from 2019 to 2023. During the nine months ended September 30, 2019, our board of directors awarded employees and directors 586,909 shares of restricted stock, restricted stock units and LTIP Units that vest from 2019 to 2022. As of September 30, 2019, as it relates to previously issued restricted stock awards with performance conditions, we have concluded that it is probable that the performance conditions will be met. Refer to Note 4 for background on the LTIP Units.
For the three and nine months ended September 30, 2019, we recorded $3 million and $10 million, respectively, of equity-based compensation expense as compared to $3 million and $8 million for the three and nine months ended September 30, 2018, respectively. The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $17 million as of September 30, 2019. We expect to recognize compensation expense related to our equity awards over a weighted-average term of approximately 2 years. A summary of the unvested shares of restricted common stock that have been issued is as follows:
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Restricted Shares of Common Stock |
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Weighted Average Grant Date Fair Value |
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Value |
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(per share) |
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(in millions) |
Ending Balance — December 31, 2017 |
1,399,593 |
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$ |
18.73 |
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$ |
26.2 |
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Granted |
454,106 |
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19.72 |
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9.0 |
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Vested |
(370,072 |
) |
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18.88 |
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(7.0 |
) |
Forfeited |
(96,871 |
) |
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18.92 |
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(1.8 |
) |
Ending Balance — December 31, 2018 |
1,386,756 |
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$ |
19.00 |
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$ |
26.4 |
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Granted |
150,493 |
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23.99 |
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3.6 |
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Vested |
(767,885 |
) |
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18.90 |
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(14.5 |
) |
Forfeited |
(5,789 |
) |
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20.62 |
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(0.1 |
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Ending Balance — September 30, 2019 |
763,575 |
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$ |
20.07 |
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$ |
15.4 |
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A summary of the unvested shares of restricted stock units that have market-based vesting conditions that have been issued is as follows:
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Restricted Stock Units (1)
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Weighted Average Grant Date Fair Value |
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Value |
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(per share) |
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(in millions) |
Ending Balance — December 31, 2017 |
255,706 |
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$ |
18.99 |
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$ |
4.9 |
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Granted |
176,128 |
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20.24 |
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3.5 |
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Vested |
(20,368 |
) |
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18.99 |
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(0.4 |
) |
Forfeited |
(18,318 |
) |
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19.05 |
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(0.3 |
) |
Ending Balance — December 31, 2018 |
393,148 |
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$ |
19.55 |
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$ |
7.7 |
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Granted |
46,586 |
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25.10 |
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1.2 |
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Vested |
(1,380 |
) |
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21.68 |
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— |
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Forfeited |
(2,776 |
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22.23 |
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(0.1 |
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Ending Balance — September 30, 2019 |
435,578 |
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$ |
20.12 |
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$ |
8.8 |
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(1) |
As discussed in Note 2, restricted stock units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers.
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A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows:
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LTIP Units (1)
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Weighted Average Grant Date Fair Value |
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Value |
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(per share) |
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(in millions) |
Ending Balance — December 31, 2018 |
— |
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$ |
— |
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$ |
— |
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Granted |
209,330 |
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25.84 |
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5.4 |
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Vested |
(8,020 |
) |
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25.82 |
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(0.2 |
) |
Forfeited |
— |
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— |
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— |
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Ending Balance — September 30, 2019 |
201,310 |
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$ |
25.84 |
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$ |
5.2 |
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(1) |
See Note 4 for information on the vesting of LTIP Units. |
A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows:
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LTIP Units (1)
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Weighted Average Grant Date Fair Value |
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Value |
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(per share) |
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(in millions) |
Ending Balance — December 31, 2018 |
— |
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$ |
— |
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$ |
— |
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Granted |
180,500 |
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26.70 |
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4.8 |
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Vested |
— |
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— |
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— |
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Forfeited |
— |
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— |
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— |
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Ending Balance — September 30, 2019 |
180,500 |
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$ |
26.70 |
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$ |
4.8 |
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(1)
See Note 4 for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers.
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