Stockholders’ Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

16. Stockholders' Equity

(a)Preferred Stock

The Company had 200,000,000 authorized shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), with 22,284,994 shares issued and outstanding as of December 31, 2022 and 2021.

As of December 31, 2022, the Company has four outstanding series of cumulative redeemable preferred stock: 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”), 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) and 7.000% Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”). Each series of the Preferred Stock is senior to the Company’s common stock with respect to dividends and distributions upon liquidation, dissolution or winding up.

In July 2021, the Company issued 5,750,000 shares of the Company's Series F Preferred Stock, with a par value of $0.01 per share and a liquidation preference of $25.00 per share, in an underwritten public offering, for net proceeds of approximately $138.6 million after deducting underwriting discounts and commissions and offering expenses. On August 6, 2021, the Company classified and designated an additional 2,000,000 shares of the Company’s authorized but unissued preferred stock as Series F Preferred Stock.

In July 2021, the Company redeemed all outstanding shares of its 7.875% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") at an aggregate redemption price of approximately $25.08 per share, which included accumulated and unpaid dividends up to, but not including, the redemption date. The excess of the $25.00 liquidation price per share over the carrying value of the Series C Preferred Stock resulted in a charge of $3.4 million to net income attributable to Company's common stockholders for the year ended December 31, 2021.

In November 2021, the Company issued 3,000,000 shares of Series G Preferred Stock, with a par value of $0.01 per share and a liquidation preference of $25.00 per share, in an underwritten public offering, for net proceeds of approximately $72.1 million, after deducting underwriting discounts and commissions and offering expenses.

In December 2021, the Company redeemed all outstanding shares of its 7.750% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") at an aggregate redemption price of approximately $25.34 per share, which included accumulated and unpaid dividends up to, but not including, the redemption date. The excess of the $25.00 liquidation price per share over the carrying value of the Series B Preferred Stock resulted in a charge of $2.7 million to net income attributable to Company's common stockholders for the year ended December 31, 2021.

The following tables summarize the Company’s Preferred Stock issued and outstanding as of December 31, 2022 and 2021 (dollar amounts in thousands):

December 31, 2022

Class of Preferred Stock	Shares Authorized	Shares Issued and Outstanding	Carrying Value		Liquidation Preference		Contractual Rate (1)		Optional Redemption Date (2)	Fixed-to-Floating Rate Conversion Date (1)(3)	Floating Annual Rate (4)
Fixed-to-Floating Rate
Series D	8,400,000	6,123,495	$	148,134	$	153,087	8.000	%	October 15, 2027	October 15, 2027	3M LIBOR + 5.695%
Series E	9,900,000	7,411,499	179,349		185,288		7.875	%	January 15, 2025	January 15, 2025	3M LIBOR + 6.429%
Series F	7,750,000	5,750,000	138,650		143,750		6.875	%	October 15, 2026	October 15, 2026	3M SOFR + 6.130%
Fixed Rate
Series G	5,450,000	3,000,000	72,218		75,000		7.000	%	January 15, 2027
Total	31,500,000	22,284,994	$	538,351	$	557,125

December 31, 2021

Class of Preferred Stock	Shares Authorized	Shares Issued and Outstanding	Carrying Value		Liquidation Preference		Contractual Rate (1)		Optional Redemption Date (2)	Fixed-to-Floating Rate Conversion Date (1)(3)	Floating Annual Rate (4)
Fixed-to-Floating Rate
Series D	8,400,000	6,123,495	$	148,134	$	153,087	8.000	%	October 15, 2027	October 15, 2027	3M LIBOR + 5.695%
Series E	9,900,000	7,411,499	179,349		185,288		7.875	%	January 15, 2025	January 15, 2025	3M LIBOR + 6.429%
Series F	7,750,000	5,750,000	138,650		143,750		6.875	%	October 15, 2026	October 15, 2026	3M SOFR + 6.130%
Fixed Rate
Series G	3,450,000	3,000,000	72,088		75,000		7.000	%	January 15, 2027
Total	29,500,000	22,284,994	$	538,221	$	557,125

(1)Each series of fixed rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $25 liquidation preference. Each series of fixed-to-floating rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $25 liquidation preference up to, but excluding, the fixed-to-floating rate conversion date.

(2)Each series of Preferred Stock is not redeemable by the Company prior to the respective optional redemption date disclosed except under circumstances intended to preserve the Company’s qualification as a REIT and except upon occurrence of a Change in Control (as defined in the Articles Supplementary designating the Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, respectively).

(3)Beginning on the respective fixed-to-floating rate conversion date, each of the Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock is entitled to receive a dividend on a floating rate basis according to the terms disclosed in footnote (4) below.

(4)On and after the fixed-to-floating rate conversion date, each of the Series D Preferred Stock and Series E Preferred Stock is entitled to receive a dividend at a floating rate equal to three-month LIBOR plus the respective spread disclosed above per year on its $25 liquidation preference. On and after the fixed-to-floating rate conversion date, the Series F Preferred Stock is entitled to receive a dividend at a floating rate equal to three-month SOFR plus the spread disclosed above per year on its $25 liquidation preference.

For each series of Preferred Stock, on or after the respective redemption date disclosed, the Company may, at its option, redeem the respective series of Preferred Stock in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends. In addition, upon the occurrence of a change of control, the Company may, at its option, redeem the Preferred Stock in whole or in part, within 120 days after the first date on which such change of control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends.

The Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, holders of the Preferred Stock voting together as a single class with the holders of all other classes or series of our preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors (the “Board”) until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of any series of the Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of the series of Preferred Stock whose terms are being changed.

The Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a change of control.

Upon the occurrence of a change of control, each holder of Preferred Stock will have the right (unless the Company has exercised its right to redeem the Preferred Stock) to convert some or all of the Preferred Stock held by such holder into a number of shares of our common stock per share of the applicable series of Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the applicable Articles Supplementary for such series.

(b) Dividends on Preferred Stock

From the time of original issuance of the Preferred Stock through December 31, 2019, the Company declared and paid all required quarterly dividends on such series of stock. On March 23, 2020, the Company announced that it had suspended quarterly dividends on its Preferred Stock that would have been payable in April 2020 to focus on conserving capital during the difficult market conditions resulting from the COVID-19 pandemic. On June 15, 2020, the Company reinstated the payment of dividends on its Preferred Stock and declared dividends in arrears for the quarterly period that began on January 15, 2020 and ended on April 14, 2020. The following table presents the relevant information with respect to quarterly cash dividends declared on the Preferred Stock commencing January 1, 2020 through December 31, 2022:

			Cash Dividend Per Share
Declaration Date	Record Date	Payment Date	Series B Preferred Stock (1)			Series C Preferred Stock (1)			Series D Preferred Stock			Series E Preferred Stock			Series F Preferred Stock			Series G Preferred Stock
December 12, 2022	January 1, 2023	January 15, 2023	$	—		$	—		$	0.50		$	0.4921875		$	0.4296875		$	0.43750
September 16, 2022	October 1, 2022	October 15, 2022	—			—			0.50			0.4921875			0.4296875			0.43750
June 17, 2022	July 1, 2022	July 15, 2022	—			—			0.50			0.4921875			0.4296875			0.43750
March 14, 2022	April 1, 2022	April 15, 2022	—			—			0.50			0.4921875			0.4296875			0.43750
December 13, 2021	January 1, 2022	January 15, 2022	—			—			0.50			0.4921875			0.4296875			0.24792		(2)
September 13, 2021	October 1, 2021	October 15, 2021	0.484375			—			0.50			0.4921875			0.4679000		(3)	—
June 14, 2021	July 1, 2021	July 15, 2021	0.484375			0.4921875			0.50			0.4921875			—			—
March 15, 2021	April 1, 2021	April 15, 2021	0.484375			0.4921875			0.50			0.4921875			—			—
December 7, 2020	January 1, 2021	January 15, 2021	0.484375			0.4921875			0.50			0.4921875			—			—
September 14, 2020	October 1, 2020	October 15, 2020	0.484375			0.4921875			0.50			0.4921875			—			—
June 15, 2020	July 1, 2020	July 15, 2020	0.968750		(4)	0.9843750		(4)	1.00		(4)	0.9843750		(4)	—			—

(1)Refer above for disclosure regarding the optional redemption of the Company's Series B Preferred Stock and Series C Preferred Stock.

(2)Cash dividend for the short initial dividend period that began on November 24, 2021 and ended on January 14, 2022.

(3)Cash dividend for the long initial dividend period that began on July 7, 2021 and ended on October 14, 2021.

(4)Preferred Stock dividends declared on June 15, 2020 included cash dividends in arrears for the quarterly period that began on January 15, 2020 and ended on April 14, 2020 and cash dividends for the quarterly period that began on April 15, 2020 and ended on July 14, 2020.

(c)Common Stock

The Company had 800,000,000 authorized shares of common stock, par value $0.01 per share, with 364,774,752 and 379,405,240 shares issued and outstanding as of December 31, 2022 and 2021, respectively.

In February 2022, the Board of Directors approved a $200.0 million stock repurchase program. The program, which expires March 31, 2023, allows the Company to make repurchases of shares of common stock from time to time in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b-18 or 10b5-1 plans. During the year ended December 31, 2022, the Company repurchased 16,629,615 shares of its common stock pursuant to the stock repurchase program for a total cost of approximately $44.4 million, including fees and commissions paid to the broker of approximately $0.2 million, representing an average repurchase price of $2.67 per common share. As of December 31, 2022, $155.8 million of the approved amount remained available for the repurchase of shares of the Company's common stock under the stock repurchase program. On February 20, 2023, the Company’s Board of Directors authorized an extension of the Company’s stock repurchase program to March 31, 2024.

(d)Dividends on Common Stock

On March 23, 2020, the Company announced that it had suspended its quarterly dividend on common stock for the first quarter of 2020 to focus on conserving capital during the difficult market conditions resulting from the COVID-19 pandemic. As a result, the Company did not declare a cash dividend on its common stock during the three months ended March 31, 2020. Beginning in the second quarter of 2020, the Company has declared a regular quarterly cash dividend in each quarterly period through December 31, 2022. The following table presents cash dividends declared by the Company on its common stock with respect to the quarterly periods commencing January 1, 2020 and ended December 31, 2022:

Period	Declaration Date	Record Date	Payment Date	Cash Dividend Per Share
Fourth Quarter 2022	December 12, 2022	December 27, 2022	January 26, 2023	$	0.100
Third Quarter 2022	September 16, 2022	September 26, 2022	October 26, 2022	0.100
Second Quarter 2022	June 17, 2022	June 27, 2022	July 25, 2022	0.100
First Quarter 2022	March 14, 2022	March 24, 2022	April 25, 2022	0.100
Fourth Quarter 2021	December 13, 2021	December 27, 2021	January 25, 2022	0.100
Third Quarter 2021	September 13, 2021	September 23, 2021	October 25, 2021	0.100
Second Quarter 2021	June 14, 2021	June 24, 2021	July 26, 2021	0.100
First Quarter 2021	March 15, 2021	March 25, 2021	April 26, 2021	0.100
Fourth Quarter 2020	December 7, 2020	December 17, 2020	January 25, 2021	0.100
Third Quarter 2020	September 14, 2020	September 24, 2020	October 26, 2020	0.075
Second Quarter 2020	June 15, 2020	July 1, 2020	July 27, 2020	0.050

During 2022, aggregate dividends for our common stock were $0.40 per share. For tax reporting purposes, the 2022 dividends were classified as ordinary income and return of capital in the amounts of $0.15 and $0.25, respectively, per share. During 2021, aggregate dividends for our common stock were $0.40 per share. For tax reporting purposes, the 2021 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $0.09, $0.04 and $0.27, respectively, per share. During 2020, aggregate dividends for our common stock were $0.225 per share. For tax reporting purposes, the 2020 dividends were classified as ordinary income and return of capital in the amounts of $0.180 and $0.045, respectively, per share.

(e)Public Offering of Common Stock

The following table details the Company's public offerings of common stock during the three years ended December 31, 2022 (dollar amounts in thousands):

Share Issue Month	Shares Issued	Net Proceeds (1)
February 2020	50,600,000	$	305,274
January 2020	34,500,000	206,650

(1)    Proceeds are net of underwriting discounts and commissions and offering expenses.

(f)Equity Distribution Agreements

On August 10, 2021, the Company entered into an equity distribution agreement (the “Common Equity Distribution Agreement”) with a sales agent, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, having a maximum aggregate sales price of up to $100.0 million from time to time through the sales agent. The Company has no obligation to sell any of the shares of common stock issuable under the Common Equity Distribution Agreement and may at any time suspend solicitations and offers under the Common Equity Distribution Agreement.

The Common Equity Distribution Agreement replaced the Company's prior equity distribution agreement with a sales agent dated as of August 10, 2017, as amended on September 10, 2018 (collectively, the "Prior Equity Distribution Agreement"), pursuant to which approximately $72.5 million of aggregate value of the Company's common stock remained available for issuance prior to termination.

There were no shares of the Company's common stock issued under the Common Equity Distribution Agreement and the Prior Equity Distribution Agreement during the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, approximately $100.0 million of common stock remains available for issuance under the Common Equity Distribution Agreement.

On March 29, 2019, the Company entered into an equity distribution agreement (the “Preferred Equity Distribution Agreement”) with a sales agent, pursuant to which the Company may offer and sell shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, having a maximum aggregate gross sales price of up to $50.0 million, from time to time through the sales agent. On November 27, 2019, the Company entered into an amendment to the Preferred Equity Distribution Agreement that increased the maximum aggregate sales price to $131.5 million. The amendment also provided for the inclusion of sales of the Company’s Series E Preferred Stock. On August 10, 2021, the Company entered into an amendment to the Preferred Equity Distribution Agreement that increased the maximum aggregate sales price to $149.1 million. The amendment also provided for the inclusion of sales of the Company's Series F Preferred Stock and the exclusion of sales of the Company's Series C Preferred Stock. On March 2, 2022, the Company entered into an amendment to the Preferred Equity Distribution Agreement that provided for the inclusion of sales of the Company's Series G Preferred Stock and the exclusion of sales of the Company's Series B Preferred Stock. The Company has no obligation to sell any of the shares of Preferred Stock issuable under the Preferred Equity Distribution Agreement and may at any time suspend solicitations and offers under the Preferred Equity Distribution Agreement.

There were no shares of Preferred Stock issued under the Preferred Equity Distribution Agreement during the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, approximately $100.0 million of Preferred Stock remains available for issuance under the Preferred Equity Distribution Agreement.