Quarterly report pursuant to Section 13 or 15(d)

Equity

v2.4.1.9
Equity
 3 Months Ended
Mar. 31, 2015
Equity [Abstract]  
Equity
11. Equity

Dividends and Distributions

Our board of directors declared the following dividends in 2014 and 2015:

 

Announced Date

    Record
Date		      Pay
Date		    Amount
per
share		  

3/13/14

      3/27/14       4/9/14    $ 0.22   

6/17/14

      6/27/14       7/10/14    $ 0.22   

9/16/14

      9/26/14       10/9/14    $ 0.22   

12/8/14

      12/19/14       1/9/15    $ 0.26   

3/17/15

      3/30/15       4/9/15    $ 0.26   

We completed the following public offerings of common stock:

 

Closing Date

    Shares
Issued1		      Price Per
Share		      Net
Proceeds 2		  
     (amounts in millions, except per share amounts)  

4/23/13

      14.2       $ 12.50       $ 160   

4/29/14

      5.8       $ 13.00       $ 70   

10/31/14

      4.6       $ 13.60       $ 59   

5/4/15

      4.6       $ 18.50       $ 81   

 

1  Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares.
2  Net proceeds from the offerings is shown after deducting underwriting discounts, commissions, other offering costs and, in the case of our initial public offering, formation transaction costs.

Registration Statements

Resale Shelf Registration Statement

In August 2014, we filed a registration statement with the SEC registering the resale, from time to time, by certain persons of up to 3,178,410 shares of common stock, comprised of: (1) 1,741,238 shares of common stock issued in connection with our formation transactions at the time of our IPO, (2) 331,282 shares of common stock issuable upon exchange of OP units issued in connection with our formation transactions, which are exchangeable on a one-for-one basis, into cash or, at our option, shares of our common stock and (3) 1,105,890 shares of common stock granted under the 2013 Plan to our directors, officers and other employees.

The registration of the resale of these shares does not necessarily mean that all or any of these shares will be offered or sold by the holders. We have not and will not receive any proceeds from the sale of these shares by the selling stockholders. Brokerage commissions and similar costs related to the future sale of these shares, if any, will be borne by the selling stockholders.

Company Shelf Registration Statement

In August 2014, we filed a registration statement with the SEC registering the possible offering and sale of up to $500 million of any combination of our common stock, preferred stock, depositary shares, and warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters. Sales of the securities may be made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices. The specific terms of the securities offering and the names of any underwriters involved in the sale of the securities will be set forth in the applicable prospectus supplement. Our equity offerings starting in October 2014 were completed using this shelf registration.

Awards of Shares of Restricted Common Stock under our 2013 Plan

Under the 2013 Plan, we have issued both awards with service conditions and awards with performance conditions. During the three months ended March 31, 2015, our board of directors awarded employees and directors 174,585 shares of restricted common stock that vest in 2015 to 2019 and 390,131 shares of restricted common stock to certain employees that vest upon the achievement of certain performance targets. We recognize compensation expense as described in Note 2.

 

For the three months ended March 31, 2015 and 2014, we recorded $2.2 million and $0.5 million of equity-based compensation expense, respectively. The total unrecognized compensation expense related to awards of shares of restricted common stock is $16.4 million as of March 31, 2015, which is expected to be recognized over a weighted-average term of approximately two years. The calculation of the compensation expense assumes a forfeiture rate up to 5%.

A summary of the unvested shares of restricted common stock that have been issued is as follows:

 

     Restricted
Shares of
Common
Stock		      Weighted
Average
Share
Price		      Value
(in millions) 		 

Balance — December 31, 2013

      598,815         12.50       $ 7.5   

Granted

      529,100         14.18         7.5   

Vested

      (149,709 )       12.50         (1.9 ) 

Forfeited

      (13,386 )       12.99         (0.2 ) 
  

 

 

     

 

 

     

 

 

  

Balance — December 31, 2014

   964,820      13.41    $ 12.9   

Granted

   564,716      17.27      9.8   

Vested

   (9,250 )    14.61      (0.1 ) 

Forfeited

   —        —        —     
  

 

 

     

 

 

     

 

 

  

Ending Balance — March 31, 2015

   1,520,286      14.84    $ 22.6