Stockholders' Equity and Partners' Capital
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Equity and Partners' Capital
NOTE 5. STOCKHOLDERS’ EQUITY AND PARTNERS’ CAPITAL
Issuance of Preferred Stock
On October 3, 2017, the Company completed an underwritten public offering of 6.9 million shares of 6.00%
 
Series A Preferred Stock. The Series A Preferred Stock pays cumulative
 cash dividends at the rate of
6.00
% per annum on their liquidation preference of $
25.00
per share (equivalent to $
0.375
per share on a quarterly basis and $
1.50
per share on an annual basis). Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on December 31, 2017. The Series A Preferred Stock trades on the NYSE under the
symbol
“SRC-A.”
The Company
 
may not redeem the Series A Preferred Stock prior to October 3, 2022, except in limited circumstances to preserve the Corporation’s status as a real estate investment trust, and pursuant to the special optional redemption provision described below. On and after October 3, 2022, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $
25.00
per share, plus any accrued and unpaid dividends up to but excluding the redemption date. In addition, upon the occurrence of a change of control, the Company may, at its option, exercise the special optional redemption provision and redeem the Series A Preferred Stock, in whole or in part within
120
days after the first date on which such change of control occurred, by paying $
25.00
per share, plus any accrued and unpaid dividends up to, but not including, the date of redemption.
The preferred stock offering resulted in the Operating Partnership concurrently issuing 6.9 million Series A Preferred Units (“Limited Partner Series A Preferred Units”) that have substantially the same terms as the Series A Preferred Stock.
Issuance of Common Stock
In May 2019, the Company entered into forward sale agreements in connection with an offering of 11.5 million shares of common stock at an initial gross offering price of $41.00 per share, before underwriting discounts and offering expenses. The forward purchasers borrowed and sold an aggregate of 11.5 million shares of common stock in the offering. The Company did not receive any proceeds from the sale of its shares of common stock by the forward purchasers at the time of the offering. All 11.5 million of these shares were settled during 2019, generating gross proceeds of $471.5 million.
In June 2020, the Company entered into forward sale agreements in connection with an offering of 9.2 million shares of common stock at an initial public offering price of $37.35 per share, before underwriting discounts and offering expenses. The Company did not receive any proceeds from the sale of its shares of common stock by the forward purchasers at the time of the
offering. All 9.2 million of these shares were settled during 2020, generating net proceeds of $319.1 million.
ATM Program
In November 2016, the Board of Directors approved a $500.0 million ATM Program and the Corporation terminated its prior program. The agreement provided for the offer and sale of shares of the Company’s common stock having an aggregate gross sales price of up to $500.0 million through the agents, as its sales agents or, if applicable, as forward sellers for forward purchasers, or directly to the agents acting as principals. The Company
could
sell shares in amounts and at times to be determined by the Company,
but had no obligation to sell any of the shares in the 2016 ATM Program. Since inception of the 2016 ATM Program through its termination in November 2020,
8.8 million shares of the Company’s common stock had been sold, of which 3.6 million were sold during the year ended December 31, 2020. Of the total shares sold since inception, 7.0 million were through forward sales agreements, including all 3.6 million shares sold during the year ended December 31, 2020. During the year ended December 31, 2020, 2.9 
million of the shares were physically settled, generating net proceeds
of $109.2 million. There were 0.6 million shares remaining under open forward sales agreements as of
December  31, 2020, with a weighted average forward settlement price of $36.17 per share and a final settlement date of September 8, 2021.
In November 2020, the Board of Directors approved a new $500.0 million ATM Program, and the Corporation terminated
its 2016 ATM
program. Since inception of the
2020
ATM Program through December 31, 2020, 3.5 
million 
shares of the Company’s common stock have been sold. All 
3.5
 million
of these shares remained under open forward sale agreements as of December 31, 2020, with a weighted average forward settlement price of $37.02 per share. The final settlement date for 1.4 million of the shares is November 9, 2021 and the final settlement date for the remainder is December 2, 2021. Approximately
$369.7 million remained available under the program as of December 31, 2020.
Stock Repurchase Programs
In August 2017, the Company’s Board of Directors approved a stock repurchase program, which authorized the repurchase of up to $250.0 million of the Company’s common stock. From August 2017 through April 2018, 6.1 million shares of the Company’s common stock were repurchased in open market transactions under this stock repurchase program, at a weighted average price of $40.70 per share, leaving no available capacity. Fees of $0.7 million associated with these repurchases are included in retained earnings.
On May 1, 2018, the Company’s Board of Directors approved a
 new
stock repurchase program, which authorized the Company to repurchase up to $250.0 million of the Company’s common stock. These purchases could be made in the open market or through private transactions from time to time over the
18-month
time period following authorization, depending on prevailing market conditions and applicable legal and regulatory requirements. No shares of the Company’s common stock were repurchased under the program, and the full $250.0 million in gross repurchase capacity expired unused on
November 1, 2019.
Dividends Declared
In fiscal years 2020 and 2019, the Company’s Board of Directors declared the following preferred and common stock dividends:
 
Declaration Date
 
  Dividend Per Share  
   
Record Date
   
      Total Amount  
 
Payment Date
 
               
    (in Thousands)
     
2020
                               
Preferred Stock
                               
February 27, 2020
  $ 0.3750        March 13, 2020     $ 2,588        March 31, 2020  
May 22, 2020
    0.3750       June 15, 2020       2,588       June 30, 2020  
August 25, 2020
    0.3750       September 15, 2020       2,587       September 30, 2020  
November 13, 2020
    0.3750       December 15, 2020       2,587       December 31, 2020  
   
 
 
           
 
 
 
       
Total Preferred Dividend
  $ 1.5000             $ 10,350          
Common Stock
                               
February 27, 2020
    0.6250       March 31, 2020     $ 64,338       April 15, 2020  
May 22, 2020
    0.6250       June 30, 2020       64,402       July 15, 2020  
August 25, 2020
    0.6250       September 30, 2020       66,171       October 15, 2020  
November 13, 2020
    0.6250       December 31, 2020       71,748       January 15, 2021  
   
 
 
           
 
 
 
       
Total Common Dividend
  $ 2.5000             $ 266,659          
         
2019
                     
Preferred Stock
                               
February 28, 2019
  $ 0.3750       March 15, 2019     $ 2,588       March 29, 2019  
May 30, 2019
    0.3750       June 14, 2019       2,588       June 28, 2019  
August 13, 2019
    0.3750       September 13, 2019       2,587       September 30, 2019  
November 8, 2019
    0.3750       December 13, 2019       2,587       December 31, 2019  
   
 
 
           
 
 
 
       
Total Preferred Dividend
  $ 1.5000             $ 10,350          
Common Stock
                               
February 28, 2019
    0.6250       March 29, 2019     $ 54,254       April 15, 2019  
May 30, 2019
    0.6250       June 28, 2019       56,318       July 15, 2019  
August 13, 2019
    0.6250       September 30, 2019       62,322       October 15, 2019  
November 8, 2019
    0.6250       December 31, 2019       64,049       January 15, 2020  
   
 
 
           
 
 
 
       
Total Common Dividend
  $ 2.5000             $ 236,943          
The common stock dividends
declared in December 2020 were paid in January 2021, and are included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.