Note 12 – Shareholders’ Equity

Class A Common Shares

On July 7, 2015, the Company issued 22,332,037 Class A common shares at a price of $29.58 per share, for aggregate proceeds of $660.6 million, pursuant to the Rights Offering. The Company incurred costs of approximately $8.2 million related to the Rights Offering. In addition, the Company issued and sold to subsidiaries of each of GGP and Simon 1,125,760 Class A common shares at a price of $29.58 per share, or an aggregate purchase price of $33.3 million, in transactions exempt from registration under the Securities Act. The subsidiary of GGP liquidated its position during the year ended December 31, 2016 and the subsidiary of Simon liquidated its position during the year ended December 31, 2017.

During the year ended December 31, 2017, 3,958,182 Operating Partnership units were converted to Class A common shares and 2,603,554 net Class C non-voting common shares were converted to Class A common shares.

As of December 31, 2017, 32,415,734 Class A common shares were issued and outstanding.

Subsequent to December 31, 2017, 1,626,682 net Class C non-voting common shares were converted to Class A common shares.

Class A shares have a par value of $0.01 per share.

Class B Non-Economic Common Shares

On July 7, 2015, the Company issued and sold to ESL 1,589,020 Class B non-economic common shares of beneficial interest in connection with an exchange of cash and subscription rights for Class B non-economic common shares in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof. The aggregate purchase price for the Class B non-economic common shares purchased by ESL was $0.9 million. The Class B non-economic common shares have voting rights, but do not have economic rights and, as such, do not receive dividends and are not included in earnings per share computations.

During the year ended December 31, 2017, 260,154 Class B non-economic common shares were surrendered to the Company.

As of December 31, 2017, 1,328,866 Class B non-economic common shares were issued and outstanding.

Class B non-economic common shares have a par value of $0.01 per share.

Class C Non-Voting Common Shares

On July 7, 2015, the Company issued 6,790,635 Class C non-voting common shares at a price of $29.58 per share, for aggregate proceeds of $200.9 million, pursuant to the Rights Offering. The Class C non-voting common shares have economic rights, but do not have voting rights. Upon any transfer of a Class C non-voting common share to any person other than an affiliate of the holder of such share, such share shall automatically convert into one Class A common share.

During the year ended December 31, 2017, 2,603,554 net shares of Class C non-voting common shares were converted to Class A common shares.

Subsequent to December 31, 2017, 1,626,682 net Class C non-voting common shares were converted to Class A common shares.

As of December 31, 2017, 3,151,131 shares of Class C non-voting common shares were issued and outstanding.

Class C non-voting shares have a par value of $0.01 per share.

Series A Preferred Shares

In December 2017, we issued 2,800,000 7.00% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”) in a public offering at $25.00 per share. We received net proceeds from the offering of approximately $66.7 million after deducting payment of the underwriting discount and offering expenses. We intend to use the proceeds to fund our redevelopment pipeline and for general corporate purposes.

We may not redeem the Series A Preferred Shares before December 14, 2022 except to preserve our status as a REIT or upon the occurrence of a Change of Control, as defined in the Trust Agreement addendum designating the Series A Preferred Shares. On and after December 14, 2022, we may redeem any or all of the Series A Preferred Shares at $25.00 per share plus any accrued and unpaid dividends. In addition, upon the occurrence of a Change of Control, we may redeem any or all of the Series A Preferred Shares for cash within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accrued and unpaid dividends. The Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless we redeem or otherwise repurchase them or they are converted.

Dividends and Distributions

The Company’s Board of Trustees declared the following common stock dividends during 2017 and 2016, with holders of Operating Partnership units entitled to an equal distribution per Operating Partnership unit held on the record date:

			Dividends per
			Class A and Class C
Declaration Date	Record Date	Payment Date	Common Share
2017
October 24	December 29	January 11, 2018	$	0.25
July 25	September 29	October 12		0.25
April 25	June 30	July 13		0.25
February 28	March 31	April 13		0.25
2016
November 1	December 31	January 12, 2017	$	0.25
August 2	September 30	October 13		0.25
May 3	June 30	July 14		0.25
March 8	March 31	April 14		0.25

The Company declared total dividends of $1.00 per Class A and Class C common share during the years ended December 31, 2017 and December 31, 2016, and $0.50 per Class A and Class C common share during the period from July 7, 2015 (Date Operations Commenced) through December 31, 2015. The dividends have been reflected as follows for U.S. federal income tax purposes:

					July 7, 2015
					(Date Operations
	Year Ended		Year Ended		Commenced) to
	December 31, 2017		December 31, 2016		December 31, 2015
Ordinary income	$	0.53	$	1.00	$	0.50
Capital gain distributions	$	0.47		—		—
Return of capital		—		—		—
Total	$	1.00	$	1.00	$	0.50

On February 20, 2018, the Company’s Board of Trustees declared a cash dividend of $0.25 per Class A and Class C common share for the three months ending March 31, 2018. The holders of Operating Partnership units are entitled to an equal distribution per Operating Partnership unit held on March 30, 2018. These amounts will be paid on April 12, 2018.

On February 20, 2018, the Company’s Board of Trustees also declared a preferred stock dividend of $0.593056 per each Series A Preferred Share. The dividend covers the period from, and including, December 14, 2017 to, but excluding, April 15, 2018. The dividend will be paid on April 16, 2018 to holders of record on March 30, 2018.