CAPITAL STOCK

9 Months Ended

Sep. 30, 2019

14. CAPITAL STOCK


(A)	Common Stock

The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at September 30, 2019 and December 31, 2018.

Shares authorized

Shares issued and outstanding

September 30, 2019

December 31, 2018

September 30, 2019

December 31, 2018

Par Value

Common stock

2,914,850,000

1,924,050,000

1,437,964,466

1,313,763,450

$0.01

During the nine months ended September 30, 2019, the Company closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $730.5 million before deducting offering expenses. In connection with the offering, the Company granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $109.6 million in proceeds before deducting offering expenses.

During the three and nine months ended September 30, 2018, the Company closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $753.8 million before deducting offering expenses. In connection with the offering, the Company granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $113.1 million in proceeds before deducting offering expenses.

In June 2019, the Company announced that its board of directors (“Board”) had authorized the repurchase of up to $1.5 billion of its outstanding shares of common stock through December 31, 2020. During the three and nine months ended September 30, 2019, the Company repurchased 18.3 million shares of its common stock for an aggregate amount of $155.0 million, excluding commission costs. All common shares purchased were part of a publicly announced plan in open-market transactions.

The following table provides a summary of activity related to the Company’s Direct Purchase and Dividend Reinvestment Program.



	Nine Months Ended
	September 30, 2019		September 30, 2018
	(dollars in thousands)
Shares issued through direct purchase and dividend reinvestment program	180,000		245,000
Amount raised from direct purchase and dividend reinvestment program	$	1,795	$	2,584

In January 2018, the Company entered into separate Distribution Agency Agreements (collectively, the “Sales Agreements”) with each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and UBS Securities LLC (the “Sales Agents”). The Company may offer and sell shares of its common stock, having an aggregate offering price of up to $1.5 billion from time to time through any of the Sales Agents. During the nine months ended September 30, 2019, the Company issued 56.0 million shares for proceeds of $569.1 million, net of commissions and fees, under the at-the-market sales program. During the nine months ended September 30, 2018, the Company issued 24.0 million shares for proceeds of $251.1 million, net of commissions and fees, under the at-the-market sales program.


(B)	Preferred Stock

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at September 30, 2019 and December 31, 2018. In the event of a liquidation or dissolution of the Company, the Company’s then outstanding preferred stock takes precedence over the Company’s common stock with respect to payment of dividends and the distribution of assets.



	Shares Authorized		Shares Issued And Outstanding		Carrying Value				Contractual Rate	Earliest Redemption Date ⁽¹⁾	Date At Which Dividend Rate Becomes Floating	Floating Annual Rate
	September 30, 2019	December 31, 2018	September 30, 2019	December 31, 2018	September 30, 2019		December 31, 2018		Contractual Rate	Earliest Redemption Date ⁽¹⁾	Date At Which Dividend Rate Becomes Floating	Floating Annual Rate
Fixed-rate		(dollars in thousands)
Series C	—	7,000,000	—	7,000,000	$	—	$	169,466	7.625%	5/16/2017	NA	NA
Series D	18,400,000	18,400,000	18,400,000	18,400,000	445,457		445,457		7.50%	9/13/2017	NA	NA
Series H	—	2,200,000	—	2,200,000	—		55,000		8.125%	5/22/2019	NA	NA
Fixed-to-floating rate
Series F	28,800,000	28,800,000	28,800,000	28,800,000	696,910		696,910		6.95%	9/30/2022	9/30/2022	3M LIBOR + 4.993%
Series G	19,550,000	19,550,000	17,000,000	17,000,000	411,335		411,335		6.50%	3/31/2023	3/31/2023	3M LIBOR + 4.172%
Series I	18,400,000	—	17,700,000	—	428,324		—		6.75%	6/30/2024	6/30/2024	3M LIBOR + 4.989%
Total	85,150,000	75,950,000	81,900,000	73,400,000	$	1,982,026	$	1,778,168

⁽¹⁾ Subject to the Company’s right under limited circumstances to redeem preferred stock earlier in order to preserve its qualification as a REIT or under limited circumstances related to a change in control of the Company.

Each series of preferred stock has a par value of $0.01 per share and a liquidation and redemption price of $25.00, plus accrued and unpaid dividends through their redemption date. Through September 30, 2019, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock.

During the three and nine months ended September 30, 2019, the Company redeemed all 7.0 million of its issued and outstanding shares of 7.625% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) for $175.0 million. The cash redemption amount for each share of Series C Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of July 21, 2019.

During the nine months ended September 30, 2019, the Company redeemed all 2.2 million of its issued and outstanding shares of 8.125% Series H Cumulative Redeemable Preferred Stock (“Series H Preferred Stock”) for $55.0 million. The cash redemption amount for each share of Series H Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of May 31, 2019.

During the nine months ended September 30, 2019, the Company issued 17.7 million shares of its 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series I Preferred Stock”) for gross proceeds of $442.5 million before deducting the underwriting discount and other estimated offering expenses.

During the nine months ended September 30, 2018, the Company issued 17.0 million shares of its 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) for gross proceeds of $425.0 million before deducting the underwriting discount and other estimated offering expenses and

During the three and nine months ended September 30, 2018, the Company issued 2.2 million shares of its Series H Preferred Stock in connection with the acquisition of MTGE Investment Corp. Refer to the “Acquisition of MTGE Investment Corp.” Note for additional information related to the Company’s Series H Preferred Stock.

During the nine months ended September 30, 2018, the Company redeemed 5.0 million shares of its Series C Preferred Stock for $125.0 million and all 11.5 million of its issued and outstanding shares of 7.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) for $287.5 million.

The Series D Cumulative Redeemable Preferred Stock, Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, Series G Preferred Stock and Series I Preferred Stock rank senior to the common stock of the Company.


(C)	Distributions to Stockholders

The following table provides a summary of the Company’s dividend distribution activity for the periods presented:



	For the Three Months Ended				For the Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
	(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards	$	359,736	$	365,488	$	1,158,629	$	1,062,685
Distributions declared per common share	$	0.25	$	0.30	$	0.80	$	0.90
Distributions paid to common stockholders after period end	$	359,491	$	102,811	$	359,491	$	102,811
Distributions paid per common share after period end	$	0.25	$	0.08	$	0.25	$	0.08
Date of distributions paid to common stockholders after period end	October 31, 2019		October 31, 2018		October 31, 2019		October 31, 2018
Dividends declared to series C preferred stockholders	$	742	$	3,336	$	7,414	$	10,987
Dividends declared per share of series C preferred stock ⁽¹⁾	$	0.106	$	0.477	$	1.060	$	1.430
Dividends declared to series D preferred stockholders	$	8,625	$	8,625	$	25,875	$	25,875
Dividends declared per share of series D preferred stock	$	0.469	$	0.469	$	1.407	$	1.406
Dividends declared to series E preferred stockholders	$	—	$	—	$	—	$	2,253
Dividends declared per share of series E preferred stock	$	—	$	—	$	—	$	0.196
Dividends declared to series F preferred stockholders	$	12,510	$	12,510	$	37,530	$	37,530
Dividends declared per share of series F preferred stock	$	0.434	$	0.434	$	1.303	$	1.303
Dividends declared to series G preferred stockholders	$	6,906	$	6,906	$	20,718	$	19,875
Dividends declared per share of series G preferred stock	$	0.406	$	0.406	$	1.219	$	1.169
Dividends declared to series H preferred stockholders	$	—	$	298	$	1,862	$	298
Dividends declared per share of series H preferred stock	$	—	$	0.135	$	0.846	$	0.135
Dividends declared to series I preferred stockholders	$	7,668	$	—	$	7,668	$	—
Dividends declared per share of series I preferred stock	$	0.436	$	—	$	0.436	$	—

⁽¹⁾

Includes dividends declared per share for shares outstanding at September 30, 2018.