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Stockholders' Equity | 6 Months Ended
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Jun. 30, 2023
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | 17. 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 22,227,954 and 22,284,994 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, 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 March 2023, the Board of Directors approved a $100.0 million preferred stock repurchase program. The program, which expires March 31, 2024, allows the Company to make repurchases of shares of Preferred Stock from time to time in open market transactions, including through block purchases or privately negotiated transactions. During the three months ended June 30, 2023, the Company repurchased 16,177 shares of Series D Preferred Stock, 8,290 shares of Series E Preferred Stock, 6,791 shares of Series F Preferred Stock and 6,605 shares of Series G Preferred Stock pursuant to the preferred stock repurchase program for a total cost of approximately $0.7 million, including fees and commissions paid to the broker, representing an average repurchase price of $18.88 per preferred share. The difference between the consideration transferred and the carrying value of the preferred stock resulted in a gain attributable to common stockholders of approximately $0.2 million during three months ended June 30, 2023. During the six months ended June 30, 2023, the Company repurchased 16,177 shares of Series D Preferred Stock, 8,290 shares of Series E Preferred Stock, 6,791 shares of Series F Preferred Stock and 25,782 shares of Series G Preferred Stock pursuant to the preferred stock repurchase program for a total cost of approximately $1.0 million, including fees and commissions paid to the broker, representing an average repurchase price of $18.13 per preferred share. The difference between the consideration transferred and the carrying value of the preferred stock resulted in a gain attributable to common stockholders of approximately $0.3 million during six months ended June 30, 2023. As of June 30, 2023, $99.0 million of the approved amount remained available for the repurchase of shares of Preferred Stock under the preferred stock repurchase program. The following tables summarize the Company’s Preferred Stock issued and outstanding as of June 30, 2023 and December 31, 2022 (dollar amounts in thousands): June 30, 2023
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 |  |  | 6,107,318 |  |  | $ | 147,745 |  |  | $ | 152,683 |  |  | 8.000 | % |  | October 15, 2027 |  | October 15, 2027 |  | 3M LIBOR + 5.695%
Series E |  | 9,900,000 |  |  | 7,403,209 |  |  | 179,151 |  |  | 185,080 |  |  | 7.875 | % |  | January 15, 2025 |  | January 15, 2025 |  | 3M LIBOR + 6.429%
Series F |  | 7,750,000 |  |  | 5,743,209 |  |  | 138,490 |  |  | 143,580 |  |  | 6.875 | % |  | October 15, 2026 |  | October 15, 2026 |  | 3M SOFR + 6.130%
Fixed Rate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series G |  | 5,450,000 |  |  | 2,974,218 |  |  | 71,597 |  |  | 74,356 |  |  | 7.000 | % |  | January 15, 2027 |  |  |  |
Total |  | 31,500,000 |  |  | 22,227,954 |  |  | $ | 536,983 |  |  | $ | 555,699 |  |  |  |  |  |  |  |  |
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 |  |  |  |  |  |  |  |  |
(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 optional 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 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 The following table presents the relevant information with respect to quarterly cash dividends declared on the Preferred Stock commencing January 1, 2022 through June 30, 2023:
|  |  |  |  |  | Cash Dividend Per Share |
Declaration Date |  | Record Date |  | Payment Date |  | Series D Preferred Stock |  | Series E Preferred Stock |  | Series F Preferred Stock |  | Series G Preferred Stock |
June 6, 2023 |  | July 1, 2023 |  | July 15, 2023 |  | $ | 0.50 |  |  | $0.4921875 |  | $0.4296875 |  | $ | 0.43750 |  |
March 9, 2023 |  | April 1, 2023 |  | April 15, 2023 |  | 0.50 |  |  | 0.4921875 |  |  | 0.4296875 |  |  | 0.43750 |  |
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 |  |
(c) Common Stock The Company had 200,000,000 authorized shares of common stock, par value $0.01 per share, with 91,250,399 and 91,193,688 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. On February 22, 2023, the Company announced that the Board of Directors approved the Reverse Stock Split. The Reverse Stock Split was effected as of 12:01 a.m., New York City time, on March 9, 2023 (the “Effective Time”). Accordingly, at the Effective Time, every four issued and outstanding shares of the Company’s common stock were converted into one share of the Company’s common stock, with a proportionate reduction in the Company’s authorized shares of common stock, outstanding equity awards and number of shares remaining available for issuance under the Company's 2017 Equity Incentive Plan (as amended, the "2017 Plan"). In connection with the reverse stock split, the number of authorized shares of the Company’s common stock was also reduced on a one-for-four basis, from 800,000,000 to 200,000,000. The par value of each share of common stock remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder holding fractional shares as a result of the Reverse Stock Split was entitled to receive, in lieu of such fractional shares, cash in an amount based on the closing price of the Company's common stock on the Nasdaq Global Select Market on March 8, 2023. The Reverse Stock Split applied to all of the Company’s outstanding shares of common stock and therefore did not affect any stockholder’s ownership percentage of shares of the Company’s common stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. A ll common share and per common share data included in these condensed consolidated financial statements and notes thereto have been adjusted on a retroactive basis to reflect the impact of the Reverse Stock Split. In February 2022, the Board of Directors approved a $200.0 million stock repurchase program. The program, which expires March 31, 2024, 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. In March 2023, the Board of Directors approved an upsize of the stock repurchase program to $246.0 million. The Company did not repurchase shares of its common stock during the three months ended June 30, 2023. During the six months ended June 30, 2023, the Company repurchased 377,508 shares of its common stock pursuant to the stock repurchase program for a total cost of approximately $3.6 million, including fees and commissions paid to the broker, representing an average repurchase price of $9.56 per common share. During the three and six months ended June 30, 2022, the Company repurchased 2,794,824 shares of its common stock pursuant to the stock repurchase program for a total cost of approximately $7.5 million, including fees and commissions paid to the broker, representing an average repurchase price of $2.69 per common share. As of June 30, 2023, $199.8 million of the approved amount remained available for the repurchase of shares of the Company's common stock under the stock repurchase program. (d) Dividends on Common Stock The following table presents cash dividends declared by the Company on its common stock with respect to the quarterly periods commencing January 1, 2022 through June 30, 2023:
Period |  | Declaration Date |  | Record Date |  | Payment Date |  | Cash Dividend Per Share
Second Quarter 2023 |  | June 6, 2023 |  | June 16, 2023 |  | July 26, 2023 |  | $ | 0.30 |
First Quarter 2023 |  | March 9, 2023 |  | March 20, 2023 |  | April 26, 2023 |  | 0.40 |
Fourth Quarter 2022 |  | December 12, 2022 |  | December 27, 2022 |  | January 26, 2023 |  | 0.40 |
Third Quarter 2022 |  | September 16, 2022 |  | September 26, 2022 |  | October 26, 2022 |  | 0.40 |
Second Quarter 2022 |  | June 17, 2022 |  | June 27, 2022 |  | July 25, 2022 |  | 0.40 |
First Quarter 2022 |  | March 14, 2022 |  | March 24, 2022 |  | April 25, 2022 |  | 0.40 |
(e) 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. There were no shares of the Company's common stock issued under the Common Equity Distribution Agreement during the three and six months ended June 30, 2023 and 2022. As of June 30, 2023, 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 three and six months ended June 30, 2023 and 2022. As of June 30, 2023, approximately $100.0 million of Preferred Stock remains available for issuance under the Preferred Equity Distribution Agreement.

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