Stockholders' Equity

12 Months Ended

Dec. 31, 2019

In 2019, the Company issued 41.6 million shares of common stock in connection with the Merger.

In 2017, the Company issued 6.3 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 300,821 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.

As of December 31, 2019, the Company had 1.7 million shares of limited voting preferred stock outstanding. Each share of limited voting preferred stock has a par value of $1 per share and 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.

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 the Board of Directors.

Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2019, 2018, and 2017 to meet REIT distribution requirements (in thousands):



	2019			2018			2017
Common and preferred dividends	$	142,940		$	107,167		$	99,138
Dividends treated as taxable compensation	(161		)	(150		)	(129		)
Dividends applied to meet current year REIT distribution requirements	$	142,779		$	107,017		$	99,009

Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s common stock distributions for the years ended December 31, 2019, 2018, and 2017:



	Total Distributions Per Share		Ordinary Dividends		Long-Term Capital Gain		Unrecaptured Section 1250 Gain (1)		Nondividend Distributions		AMT Adjustment (2)
2019	$	1.130000	$	0.983133	$	0.146867	$	—	$	—	$	—
2018	$	1.020000	$	1.005584	$	0.014416	$	—	$	—	$	—
2017	$	0.960000	$	0.373248	$	0.586752	$	0.282088	$	—	$	0.071024


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

(2)

The Company 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.