Annual report pursuant to Section 13 and 15(d)

Equity - COPT and Subsidiaries

v2.4.0.8
Equity - COPT and Subsidiaries
 12 Months Ended
Dec. 31, 2013
Stockholders' Equity Note [Abstract]  
Equity - COPT and Subsidiaries
Equity - COPT and Subsidiaries

Preferred Shares

As of December 31, 2013, COPT had 25.0 million preferred shares authorized at $0.01 par value. The table below sets forth additional information pertaining to COPT’s outstanding preferred shares (dollars in thousands, except per share data):
Series
 
# of Shares Issued
 
Aggregate Liquidation Preference
 
Month of Issuance
 
Annual Dividend Yield
 
 Annual Dividend Per Share
 
Earliest Redemption Date
Series H
 
2,000,000

 
$
50,000

 
December 2003
 
7.500
%
 
$
1.87500

 
12/18/2008
Series K
 
531,667

 
26,583

 
January 2007
 
5.600
%
 
$
2.80000

 
1/9/2017
Series L
 
6,900,000

 
172,500

 
June 2012
 
7.375
%
 
$
1.84375

 
6/27/2017
 
 
9,431,667

 
$
249,083

 
 
 
 
 
 
 
 


Each series of preferred shares is nonvoting and redeemable for cash in the amount of its liquidation preference at COPT’s option on or after the earliest redemption date. The Series K Cumulative Redeemable Preferred Shares are also convertible, subject to certain conditions, into common shares on the basis of 0.8163 common shares for each preferred share. Holders of all preferred shares are entitled to cumulative dividends, payable quarterly (as and if declared by the Board of Trustees). In the case of each series of preferred shares, there is a series of COPLP preferred units owned by COPT that carries substantially the same terms.
 
On June 27, 2012, COPT completed the public offering of 6.9 million Series L Cumulative Preferred Shares of beneficial interest (“Series L Preferred Shares”) at a price of $25.00 per share for net proceeds of $165.7 million after underwriting discounts but before offering expenses. COPT contributed the net proceeds from the sale to COPLP in exchange for 6.9 million Series L Preferred Units. The Series L Preferred Units carry terms that are substantially the same as the Series L Preferred Shares.

During 2012 and 2013, COPT redeemed all of the outstanding shares of its following series of preferred shares:

•
the 8% Series G Preferred Shares on August 6, 2012 at a price of $25.00 per share, or $55.0 million in the aggregate, plus accrued and unpaid dividends thereon through the date of redemption, and recognized a $1.8 million decrease to net income available to common shareholders pertaining to the shares’ original issuance costs at the time of the redemption.
•
the 7.625% Series J Preferred Shares on April 22, 2013 at a price of $25.00 per share, or $84.8 million in the aggregate, plus accrued and unpaid dividends thereon through the date of redemption, and recognized a $2.9 million decrease to net income available to common shareholders pertaining to the shares’ original issuance costs incurred at the time of the redemption.

Common Shares

During 2012 and 2013, COPT completed the following public offerings of common shares:

•
8.6 million common shares in October 2012 at a public offering price of $24.75 per share for net proceeds of $204.9 million after underwriter discounts but before offering expenses; and
•
4.485 million common shares in March 2013 at a public offering price of $26.34 per share for net proceeds of $118.1 million after underwriter discounts but before offering expenses.

COPT contributed the net proceeds from these issuances to COPLP in exchange for an equal number of units in COPLP.

In October 2012, COPT established an at-the-market (“ATM”) stock offering program under which it may, from time to time, offer and sell common shares in “at the market” stock offerings having an aggregate gross sales price of up to $150.0 million. On July 15, 2013, COPT issued 1.5 million common shares at a weighted average price of $26.05 per share under the ATM program; net proceeds from the shares issued totaled $38.5 million, after payment of $586,000 in commissions to sales agents. The proceeds from these shares were contributed to COPLP in exchange for an equal number of common units in COPLP. COPT’s remaining capacity under the ATM Plan is an aggregate gross sales price of $110.9 million in stock sales.

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 311,343 in 2013 and 234,246 in 2012.

COPT declared dividends per common share of $1.10 in 2013, $1.10 in 2012 and $1.65 in 2011.

See Note 16 for disclosure of common share activity pertaining to our share-based compensation plans.