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Stockholders' Equity
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
In 2017, the Company issued 25.0 million shares of common stock, resulting in gross proceeds to the Company of $212.9 million. The Company recorded $1.1 million in legal, accounting, and other expenses associated with the issuance resulting in net proceeds of $211.8 million. The Company used the net proceeds from this offering to reduce indebtedness. During the year ended December 31, 2017, certain holders of CPLP units redeemed 1,203,286 units in exchange for shares of the Company's common stock. The aggregate value at the time of these transactions was $10.1 million based upon the value of the Company's common stock at the time of the transactions.
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 expired on September 8, 2017. Under this plan, the Company 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.
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 2017, 2016, and 2015 to meet REIT distribution requirements (in thousands):
 
2017
 
2016
 
2015
Common and preferred dividends
$
99,139

 
$
1,077,179

 
69,162

Dividends treated as taxable compensation
(130
)
 
(92
)
 
(94
)
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements

 

 
(731
)
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements

 

 

Dividends in excess of current year REIT distribution requirements

 
(827,005
)
 

Dividends applied to meet current year REIT distribution requirements
$
99,009

 
$
250,082

 
68,337


Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s distributions for the years ended December 31, 2017, 2016, and 2015:
 
Total 
Distributions
Per Share
 
Ordinary
Dividends
 
Long-Term
Capital Gain
 
Unrecaptured
Section 1250
Gain (1)
 
Nondividend Distributions
 
AMT Adjustment (2)
Common:
 
 
 
 
 
 
 
 
 
 
 
2017
$
0.240000

 
$
0.093312

 
$
0.146688

 
$
0.070522

 
$

 
$
0.017756

2016
$
2.853075

 
$
0.079661

 
$
0.582778

 
$
0.100934

 
$
2.190636

 
$

2015
$
0.320000

 
$
0.161738

 
$
0.158262

 
$
0.097271

 
$

 
$

 
(1)
Represents a portion of the dividend allocated to long-term capital gain.
(2)
The Company has apportioned certain 2017 alternative minimum tax adjustments to its shareholders. Individual taxpayers should refer to Internal Revenue Service Form 6251, Alternative Minimum Tax - Individuals. Corporate taxpayers should refer to Internal Revenue Service Form 4626, Alternative Minimum Tax - Corporations.