v3.25.3
Shareholders' Equity
 9 Months Ended
Sep. 30, 2025
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders’ Equity
 Common Share Issuances:
See Note 10 for information regarding equity issuances related to share-based compensation.
Common Share Repurchases:
On August 24, 2015, our Board of Trustees approved a common share repurchase program. On June 13, 2023, our Board of Trustees authorized the repurchase of up to $150.0 million of our outstanding common shares from July 1, 2023 through June 30, 2024. On June 18, 2024, our Board of Trustees authorized the repurchase of up to $150.0 million of our outstanding common shares from July 1, 2024 through June 30, 2025.
During the years ended September 30, 2025 and December 31, 2024, we did not repurchase any shares. The $150.0 million of remaining availability under our share repurchase program expired on June 30, 2025.
During the years ended September 30, 2025 and December 31, 2024, certain of our employees and former employees surrendered 510,000 and 162,599 common shares owned by them, respectively, to satisfy their statutory tax withholding obligations in connection with the vesting of such common shares pursuant to our equity compensation plans.
Common Share and Unit Distributions:
On November 15, 2024, the Company announced that its Board of Trustees authorized an initial cash liquidating distribution of $19.00 per common share which was paid on December 6, 2024 to shareholders of record on November 25, 2024. On December 6, 2024, we paid this distribution to such shareholders in the aggregate amount of $2.0 billion. On April 1, 2025, the Company announced that its Board authorized the Company’s final cash liquidating distribution of $1.60 per common share to be paid on April 22, 2025 to shareholders of record as of April 11, 2025. On April 22, 2025, we paid this distribution to
such shareholders in the aggregate amount of $172.4 million. This brought the aggregate cash liquidating distributions to $20.60 per common share, inclusive of the $19.00 per share paid in December 2024.
Our Board determined that a change in control occurred on February 25, 2025 as a result of the sale of 1225 Seventeenth Street Plaza, which it determined constituted a sale of substantially all of our assets. Accordingly, all unvested equity awards outstanding on February 25, 2025 vested on an accelerated basis and in March 2025, the number of earned awards for recipients of the Company’s restricted stock units granted in January 2023 and 2024 was determined. Pursuant to the terms of such awards, we paid one-time catch-up cash distributions to these recipients in the aggregate amount of $17.5 million, for distributions to common shareholders declared by our Board of Trustees during such awards’ performance measurement period.
In February 2025 and 2024, the number of earned awards for recipients of the Company’s restricted stock units and market-based LTIP Units granted in January 2022 and 2021, respectively, was determined. Pursuant to the terms of such wards, we paid one-time catch-up cash distributions to these recipients in the aggregate amounts of $12.5 million and $2.0 million, in February 2025 and 2024, respectively, for distributions to common shareholders and unitholders declared by our Board of Trustees during such awards’ performance measurement period.
The following characterizes distributions paid per common share for the year ended September 30, 2025 and December 31, 2024:
 Year Ended September 30,Year Ended December 31,
 20252024
Ordinary income— %— %
Return of capital— %— %
Capital gain— %— %
Cash liquidation distribution(1)
100.00 %100.00 %
Unrecaptured Section 1250 gain— %— %
100.00 %100.00 %
(1)Liquidation distributions are first applied against shareholder tax basis, but not below zero. To the extent liquidation distributions exceed shareholder tax basis, such excess is taxable gain in the year of receipt. To the extent liquidation distributions are less than shareholder tax basis, any loss will be recognized in the year the final liquidation distribution is received.
Series D Preferred Shares:
On November 12, 2024, in connection with the Plan of Sale, the Company announced that its Board of Trustees authorized payment of the liquidation preference to the holders of shares of the Company’s 6.50% Series D Cumulative Convertible Preferred Shares of beneficial interest, par value $0.01 per share (the Series D Preferred Shares). A payment of $25.00 per Series D Preferred Share, plus accrued dividends of $0.08576 per Series D Preferred Share, for the period from November 15, 2024 through December 3, 2024 (the Payment Date), was paid on the Payment Date to shareholders as of the Payment Date. This payment of $123.3 million paid all amounts due and owing the holders of the Company’s Series D Preferred Shares in connection with the previously disclosed shareholder approval of the Plan of Sale and, in accordance with the terms thereof, the Series D Preferred Shares had no further right or claim to any of the remaining assets of the Company.
In conjunction with the payment of the liquidation preference, the Series D Preferred Shares were suspended from the NYSE before market open on the Payment Date. A Form 25 was filed with the SEC to effect the withdrawal of the listing of the Series D Preferred Shares from the NYSE.
With respect to our historical going concern financial statements, each of our 4,915,196 series D cumulative convertible preferred shares accrued dividends of $1.625, or 6.50% per annum of the liquidation amount, payable in equal quarterly payments. Our series D preferred shares were convertible, at the holder’s option, into our common shares at a conversion rate of 0.8204 common shares per series D preferred share, which is equivalent to a conversion price of $30.47 per common share, or 4,032,427 additional common shares at October 31, 2024. Prior to the liquidation preference payment, holders of 1,265 Series D preferred shares converted their Series D preferred shares to 1,037 common shares.
Preferred Share Distributions:
The following characterizes distributions paid per preferred share for the year ended December 31, 2024:
Year Ended December 31,
2024
Ordinary income6.08 %
Return of capital— %
Capital gain— %
Cash liquidation distribution(1)
93.92 %
Unrecaptured Section 1250 gain— %
100.0 %
(1)Preferred shareholders will recognize taxable gain to the extent the liquidation distribution exceeds their tax basis. To the extent the liquidation distribution is less than the preferred shareholder’s tax basis, loss will be recognized.