Annual report pursuant to Section 13 and 15(d)

Equity - COPT and Subsidiaries

v2.4.1.9
Equity - COPT and Subsidiaries
 12 Months Ended
Dec. 31, 2014
Stockholders' Equity Note [Abstract]  
Equity - COPT and Subsidiaries
Equity - COPT and Subsidiaries

Preferred Shares

As of December 31, 2014, COPT had 25.0 million preferred shares authorized at $0.01 par value per share. 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 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
 
 
7,431,667

 
$
199,083

 
 
 
 
 
 
 
 


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.
 
During 2013 and 2014, COPT redeemed all of the outstanding shares of its following series of preferred shares:

•
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; and
•
the 7.500% Series H Preferred Shares on June 16, 2014 at a price of $25.00 per share, or $50.0 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 incurred at the time of the redemption.

Common Shares

During 2013 and 2014, COPT completed the following public offerings of common shares:

•
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; and
•
5.52 million common shares in November 2014 at a public offering price of $27.30 per share for net proceeds of $148.9 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. Through December 31, 2014, COPT’s only issuance under the program was 1.5 million common shares issued on July 15, 2013 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 140,149 in 2014 and 311,343 in 2013.

COPT declared dividends per common share of $1.10 in 2014, 2013 and 2012.

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