Equity

Common Stock and General Partner OP Units

The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of December 31, 2016, the General Partner had approximately 974.1 million shares of Common Stock issued and outstanding.

Additionally, the Operating Partnership had approximately 974.1 million General Partner OP Units issued and outstanding as of December 31, 2016, corresponding to the General Partner’s outstanding shares of Common Stock.

Common Stock Offerings

On August 10, 2016, the Company issued 69.0 million shares of Common Stock in a public offering for net proceeds, after underwriting discounts and offering costs, of $702.5 million, which were used in part to repay the 2016 Term Loan and amounts under the Credit Facility. Concurrently, the Operating Partnership issued the General Partner 69.0 million General Partner OP Units.

On May 28, 2014, the General Partner closed on a public offering of 138.0 million shares of Common Stock. The net proceeds to the General Partner were $1.6 billion after deducting underwriting discounts, commissions and offering-related expenses. Concurrently, the Operating Partnership issued the General Partner 138.0 million General Partner OP Units.

Common Stock Continuous Offering Program

On September 19, 2016, the Company registered a continuous equity offering program (the “Program”) pursuant to which the Company can offer and sell, from time to time through September 19, 2019 in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of December 31, 2016, no shares of Common Stock have been issued pursuant to the Program.

Preferred Stock and Preferred OP Units

Series D Preferred Stock

During the year ended December 31, 2013, the Company issued approximately 21.7 million shares of convertible preferred stock (“Series D Preferred Stock”) and 15.1 million shares of common stock, for gross proceeds of $288.0 million and $186.0 million, respectively. The Company redeemed all outstanding Series D Preferred Stock and a corresponding number of Series D Preferred Units during the year ended December 31, 2014 for $316.1 million in cash.

Prior to the redemption, the Company concluded that the conversion option qualified as a derivative and should be bifurcated from the host instrument. At redemption, the Company recorded a loss of $13.6 million in relation to the conversion option in loss on derivative instruments, net in the consolidated statement of operations for the year ended December 31, 2014.

Series F Preferred Stock

As of December 31, 2016, the General Partner had approximately 42.8 million shares of Series F Preferred Stock and General Partner Series F Preferred Units and 86,874 Limited Partner Series F Preferred Units issued and outstanding.

The Series F Preferred Stock pays cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). The Series F Preferred Stock is not redeemable by the Company before the fifth anniversary of the date on which such Series F Preferred Stock was issued (the “Initial Redemption Date”), except under circumstances intended to preserve the General Partner’s status as a REIT for federal and/or state income tax purposes and except upon the occurrence of a change of control. On and after the Initial Redemption Date, the General Partner may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the General Partner redeems or otherwise repurchases them or they become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred Stock trades on the NYSE under the symbol “VER PRF”. The Series F Preferred Units contain the same terms as the Series F Preferred Stock.

For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nontaxable distributions. Nontaxable distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the Series F Preferred Stock distributions paid on a percentage basis for the years ended December 31, 2016, 2015 and 2014:



	Year Ended December 31,
	2016		2015		2014
Ordinary dividends	95.0	%	75.9	%	100.0	%
Nontaxable distributions	—	%	—	%	—	%
Capital gain distributions	5.0	%	24.1	%	—	%
Total	100	%	100	%	100	%

Limited Partner OP Units

As of December 31, 2016, the Operating Partnership had approximately 23.75 million Limited Partner OP Units outstanding, following the conversion of 15,450 Limited Partner OP Units, owned by a party unaffiliated with the Former Manager, into shares of the Company's Common Stock pursuant to the terms of the LPA. As of December 31, 2015, the Operating Partnership had approximately 23.76 million Limited Partner OP Units outstanding.

As of December 31, 2016, the Company has received redemption requests totaling approximately 13.1 million Limited Partner OP Units from certain affiliates of the Former Manager, which would have been redeemable for a corresponding number of common shares. The Company believes it has potential claims against recipients of those OP Units and has engaged in discussions with affiliates of the Former Manager regarding the redemption requests. Pending any resolution, the Company does not currently intend to satisfy any of the redemption requests. In light of the potential claims, since October 15, 2015, the OP has not paid distributions in respect of a substantial portion of the outstanding Limited Partner OP Units when the Common Stock dividends were otherwise paid.

Common Stock Dividends

On December 23, 2014, in connection with the amendments to the Credit Facility, the Company agreed to suspend the payment of dividends on its common stock until it complied with periodic financial reporting and related requirements. On March 30, 2015, the Company satisfied these financial statement and other information requirements and subsequently declared quarterly dividends to stockholders of record each quarter from the third quarter of the year ended December 31, 2015 through the third quarter of the year ended December 31, 2016 of $0.1375 per share of common stock (representing an annualized dividend rate of $0.55 per share). The Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common stock (equaling an annualized dividend rate of $0.55 per share) for the fourth quarter of 2016 on November 1, 2016 to stockholders of record as of December 30, 2016, which was paid on January 17, 2017. An equivalent distribution by the Operating Partnership is applicable per OP unit.

For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nontaxable distributions. Nontaxable distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the common stock distributions paid on a percentage basis for the years ended December 31, 2016, 2015 and 2014:



	Year Ended December 31,
	2016		2015		2014
Ordinary dividends	95.0	%	75.9	%	6.0	%
Nontaxable distributions	—	%	—	%	94.0	%
Capital gain distributions	5.0	%	24.1	%	—	%
Total	100	%	100	%	100	%

Common Stock Repurchases

Under the General Partner’s Equity Plan (defined below), individuals have the option to have the General Partner repurchase shares vesting from awards made under the Equity Plan in order to satisfy the minimum federal and state tax withholding obligations. During the year ended December 31, 2016, the General Partner repurchased 481,261 shares to satisfy the federal and state tax withholding on behalf of individuals.