Equity - COPT and Subsidiaries |
12 Months Ended |
|---|---|
Dec. 31, 2020 | |
| Stockholders' Equity Note [Abstract] | |
| Equity - COPT and Subsidiaries | Equity - COPT and Subsidiaries Preferred Shares
As of December 31, 2020, COPT had 25.0 million preferred shares authorized and unissued at $0.01 par value per share.
Common Shares
In November 2018, COPT established an at-the-market (“ATM”) stock offering program under which it may offer and sell common shares in at-the-market stock offerings having an aggregate gross sales price of up to $300.0 million (the “2018 ATM Program”). Under the 2018 ATM Program, COPT may also, at its discretion, sell common shares under forward equity sales agreements. As of December 31, 2020, COPT had not issued any shares under the 2018 ATM Program.
From 2018 to 2020, COPT completed the following share issuances under stock programs no longer in effect:
•1.6 million shares in 2019 for net proceeds of $46.5 million, and 5.9 million shares in 2018 for net proceeds of $172.5 million, under forward equity sale agreements originating on November 2, 2017 to issue shares at an initial gross offering price of $31.00 per share, before underwriting discounts, commissions and offering expenses. The forward sale price received upon physical settlement of the agreements was subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and was decreased on each of certain dates specified in the agreements during the term of the agreements; and
•992,000 common shares in 2018 at a weighted average price of $30.46 per share under an ATM program established in 2016. Net proceeds from the shares issued totaled $29.8 million, after payment of $0.5 million in commissions to sales agents.
COPT contributed the net proceeds from these issuances to COPLP in exchange for an equal number of units in COPLP.
Certain holders of COPLP common units converted their units into COPT common shares on the basis of one common share for each common unit in the amount of 14,009 in 2020, 105,039 in 2019 and 1.9 million in 2018.
COPT declared dividends per common share of $1.10 in 2020, 2019 and 2018.
COPT pays dividends at the discretion of its Board of Trustees. COPT’s ability to pay cash dividends will be dependent upon: (1) the cash flow generated from our operations; (2) cash generated or used by our financing and investing activities; and (3) the annual distribution requirements under the REIT provisions of the Code described in Note 2 and such other factors as the Board of Trustees deems relevant. COPT’s ability to make cash dividends will also be limited by the terms of COPLP’s Partnership Agreement, as well as by limitations imposed by state law. In addition, COPT is prohibited from paying cash dividends in excess of the amount necessary for it to qualify for taxation as a REIT if a default or event of default exists
pursuant to the terms of our Revolving Credit Facility; this restriction does not currently limit COPT’s ability to pay dividends, and COPT does not believe that this restriction is reasonably likely to limit its ability to pay future dividends because it expects to comply with the terms of our Revolving Credit Facility.
See Note 15 for disclosure of common share activity pertaining to our share-based compensation plans. Equity - COPLP and SubsidiariesLimited Partner Preferred Units
On December 21, 2020, COPLP redeemed its 352,000 Series I Preferred Units from the third party unitholder at the units’ aggregate liquidation preference of $8.8 million ($25.00 per unit), plus accrued and unpaid distributions of return thereon up to the date of redemption. The owner of these units earned a priority annual cumulative return on the units equal to: 3.5% of their liquidation preference from September 23, 2019 up to the redemption date; and 7.5% of their liquidation preference prior to September 23, 2019. These units were convertible into common units on the basis of 0.5 common units for each Series I Preferred Unit, with the resulting common units being exchangeable for COPT common shares in accordance with the terms of COPLP’s agreement of limited partnership.
Common Units
COPT owned 98.6% of COPLP’s common units as of December 31, 2020 and 98.7% as of December 31, 2019.
From 2018 to 2020, COPT acquired additional common units through the following common share issuances under stock programs no longer in effect:
•1.6 million shares in 2019 for net proceeds of $46.5 million, and 5.9 million shares in 2018 for net proceeds of $172.5 million, under forward equity sale agreements originating on November 2, 2017; and
•992,000 shares in 2018 at a weighted average price of $30.46 per share under an ATM program established in 2016. Net proceeds from the shares issued totaled $29.8 million, after payment of $0.5 million in commissions to sales agents.
Limited partners in COPLP holding common units have the right to require COPLP to redeem all or a portion of their common units. COPLP (or COPT as the general partner) has the right, in its sole discretion, to deliver to such redeeming limited partners for each partnership unit either one COPT common share (subject to anti-dilution adjustment) or a cash payment equal to the then fair market value of such share (so adjusted) (based on the formula for determining such value set forth in the partnership agreement). Certain limited partners holding common units redeemed their units into common shares on the basis of one common share for each common unit in the amount of 14,009 in 2020, 105,039 in 2019 and 1.9 million in 2018. In addition, we redeemed 924 common units in 2019 for $25,000 and 13,377 in 2018 for $339,000.
COPLP declared distributions per common unit of $1.10 in 2020, 2019 and 2018.
|