Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

In 2016, in connection with the Merger, the Company issued 6.9 million shares of limited voting preferred stock, par value $1 per share. Each share of limited voting preferred stock is "paired" with a limited partnership unit in CPLP. A share of Cousins limited voting preferred stock will be automatically redeemed by Cousins without consideration if such share's paired limited partnership unit in CPLP is transferred or redeemed. Holders of the limited voting preferred stock are entitled to one vote on the following matters only: the election of directors, any proposed amendment of the Company's Articles of Incorporation, any merger or other business combination of the Company, any sale of substantially all of the Company's assets, and any liquidation of the Company. Holders of limited voting preferred stock are not entitled to any dividends or distributions and the limited voting preferred stock is not convertible into or exchangeable for any other property or securities of the Company.

In 2015, the Board of Directors of the Company authorized the repurchase of up to $100 million of its outstanding common shares. The plan expires on September 8, 2017. The repurchases may be executed in the open market, through private negotiations, or in other transactions permitted under applicable law. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The share repurchase program may be suspended or discontinued at any time.

Under this plan, through December 31, 2016, the Company has repurchased 6.8 million shares of its common stock for a total cost of $61.5 million, including broker commissions. The share repurchases were funded from cash on hand, borrowings under the Company's Credit Facility, and proceeds from the sale of assets. The repurchased shares were recorded as treasury shares on the consolidated balance sheets.

In 2014, the Company issued 26.7 million shares of common stock, in two offerings, resulting in net proceeds to the Company of $321.9 million, which includes customary legal, accounting, and other expenses.

In 2014, the Company redeemed all outstanding shares of its 7.5% Series B Cumulative Redeemable Preferred Stock, par value $1 per share, for $25 per share or $94.8 million, excluding accrued dividends. In connection with this redemption, the Company decreased net income available for common stockholders by $3.5 million (non-cash), which represents the original issuance costs applicable to the shares redeemed.

Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9% of the Company’s total common and preferred stock, subject to waiver by Board of Directors.

Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2016, 2015, and 2014 to meet REIT distribution requirements (in thousands):

	2016			2015			2014
Common and preferred dividends paid	$	1,077,179		$	69,162		63,364
Dividends treated as taxable compensation	(92		)	(94		)	(110	)
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements	—			(731		)	(2,182	)
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements	—			—			731
Dividends in excess of current year REIT distribution requirements	(827,005		)	—			—
Dividends applied to meet current year REIT distribution requirements	$	250,082		$	68,337		61,803

Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s distributions for the years ended December 31, 2016, 2015, and 2014:

	Total  Distributions Per Share		Ordinary Dividends		Long-Term Capital Gain		Unrecaptured Section 1250 Gain (A)		Nondividend Distributions		Cash Liquidation Distributions
Common:
2016	$	2.853075	$	0.079661	$	0.582778	$	0.100934	$	2.190636	$	—
2015	$	0.320000	$	0.161738	$	0.158262	$	0.097271	$	—	$	—
2014	$	0.300000	$	0.281564	$	0.018436	$	0.018436	$	—	$	—
Series B Preferred:
2014	$	25.776040	$	0.467750	$	0.001000	$	0.001000	$	—	$	25.307290

(A) Represents a portion of the dividend allocated to long-term capital gain.