XML 41 R20.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

CAPITAL STOCK | 12 Months Ended
--- | ---
Dec. 31, 2019
Equity [Abstract] |
CAPITAL STOCK |
14. CAPITAL STOCK
(A) | Common Stock
The following table provides a summary of the Company’s common shares authorized and issued and outstanding at December 31, 2019 and 2018.
| Shares authorized |  | Shares issued and outstanding |
| December 31, 2019 |  | December 31, 2018 |  | December 31, 2019 |  | December 31, 2018 | Par Value
Common stock | 2,914,850,000 |  |  | 1,924,050,000 |  |  | 1,430,106,199 |  |  | 1,313,763,450 |  | $0.01
During the year ended December 31, 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 year ended December 31, 2018, the Company closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $762.8 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 $114.4 million in proceeds before deducting offering expenses. During the year ended December 31, 2018, the Company issued 43.6 million shares of common stock as part of the consideration for the MTGE Acquisition. 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 year ended December 31, 2019, the Company repurchased 26.2 million shares of its common stock for an aggregate amount of $223.2 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.
|  | December 31, 2019 |  | December 31, 2018
|  | (dollars in thousands)
Shares issued through direct purchase and dividend reinvestment program |  | 180,000 |  |  | 302,000 |
Amount raised from direct purchase and dividend reinvestment program |  | $ | 1,795 |  |  | $ | 3,144 |
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 years ended December 31, 2019 and 2018, the Company issued 56.0 million shares of common stock for proceeds of $569.1 million, net of commissions and fees, and 24.0 million shares for proceeds of $251.1 million, net of commissions and fees, respectively, 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 December 31, 2019 and 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
| December 31, 2019 |  | December 31, 2018 |  | December 31, 2019 |  | December 31, 2018 |  | December 31, 2019 |  | December 31, 2018
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 December 31, 2019, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock. During the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2019, the Company issued 17.7 million shares of its 6.750% Seri es I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series I Preferred Stock”) for gross proceeds o f $442.5 million befo re deducting the underwriting discount and other estimated offering expenses. During the year ended December 31, 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 2.2 million shares of its Series H Preferred Stock in connection with the acquisition of MTGE. Refer to the “Acquisition of MTGE Investment Corp.” Note for additional information related to the Company’s Series H Preferred Stock. During the year ended December 31, 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 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 Years Ended
| December 31, 2019 |  | December 31, 2018
| (dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards | $ | 1,516,323 |  |  | $ | 1,457,007 |
Distributions declared per common share | $ | 1.05 |  |  | $ | 1.20 |
Distributions paid to common stockholders after period end | $ | 357,527 |  |  | $ | 394,129 |
Distributions paid per common share after period end | $ | 0.25 |  |  | $ | 0.30 |
Date of distributions paid to common stockholders after period end | January 31, 2020 |  |  | January 31, 2019 |
Dividends declared to series C preferred stockholders | $ | 7,414 |  |  | $ | 14,323 |
Dividends declared per share of series C preferred stock | $ | 1.060 |  |  | $ | 1.906 |
Dividends declared to series D preferred stockholders | $ | 34,500 |  |  | $ | 34,500 |
Dividends declared per share of series D preferred stock | $ | 1.875 |  |  | $ | 1.875 |
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 | $ | 50,040 |  |  | $ | 50,040 |
Dividends declared per share of series F preferred stock | $ | 1.738 |  |  | $ | 1.738 |
Dividends declared to series G preferred stockholders | $ | 27,624 |  |  | $ | 26,781 |
Dividends declared per share of series G preferred stock | $ | 1.625 |  |  | $ | 1.575 |
Dividends declared to series H preferred stockholders | $ | 1,862 |  |  | $ | 1,415 |
Dividends declared per share of series H preferred stock | $ | 0.846 |  |  | $ | 0.643 |
Dividends declared to series I preferred stockholders | $ | 15,135 |  |  | $ | — |
Dividends declared per share of series I preferred stock | $ | 0.858 |  |  | $ | — |

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration