Share Transactions

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Share Transactions

Below is a summary of transactions with respect to shares of the Company’s common stock during the years ended December 31, 2022, 2021 and 2020:

  

	Year Ended December 31,
	2022			2021			2020
	Shares	Amount		Shares	Amount		Shares(1)	Amount
Reinvestment of Distributions	—	$	—	—	$	—	—	$	—
Share Repurchase Program	(2,811,341)	(56)		(586,902)	(12)		(2,823,750)	(47)
Fractional Share Repurchase	—	—		—	—		(2,051)	—
Issuance of Common Stock(2)	—	—		161,374,028	3,642		—	—
Net Proceeds from Share Transactions	(2,811,341)	$	(56)	160,787,126	$	3,630	(2,825,801)	$	(47)

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(1)The number of shares repurchased has been adjusted to reflect the Reverse Stock Split as discussed below.

(2)Issuance of common stock for the 2021 Merger. Shares were issued at fair value of FSK common stock at the merger date.

During the year ended December 31, 2022, the administrator for the Company's distribution reinvestment plan, or DRP, purchased 2,564,024 shares of common stock in the open market at an average price per share of $20.68 (totaling $53) pursuant to the DRP, and distributed such shares to participants in the DRP. During the year ended December 31, 2021, the administrator for the DRP purchased 1,321,614 shares of common stock in the open market at an average price per share of $21.08 (totaling $28) pursuant to the DRP, and distributed such shares to participants in the DRP. During the period from January 1, 2023 to January 31, 2023, the administrator for the DRP purchased 761,191 shares of common stock in the open market at an average price per share of $18.20 (totaling $14) pursuant to the DRP, and distributed such shares to participants in the DRP. For additional information regarding the terms of the DRP, see Note 5.

Acquisition of FSKR

In accordance with the terms of the 2020 Merger Agreement, at the time of the transactions contemplated by the 2020 Merger Agreement, each outstanding share of FSKR common stock was converted into the right to receive 0.9498 shares of the Company’s common stock. As a result, the Company issued an aggregate of approximately 161,374,028 shares of its common stock to former FSKR stockholders during the year ended December 31, 2021.

September 2021 Share Repurchase Program

On October 31, 2022, the Company’s board of directors approved a renewal of the previously approved stock repurchase program. The program provides for aggregate purchases of the Company's common stock in an amount up to $54, which is the aggregate amount remaining of the $100 amount originally approved by the board of directors. The timing, manner, price and amount of any share repurchases was determined by the Company based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal and regulatory requirements and other factors. The program does not require the Company to repurchase any specific number of shares and the Company cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time.

During the year ended December 31, 2022, the Company repurchased 2,811,341 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $19.91 (totaling $56).

During the period from January 1, 2023 to January 31, 2023, the Company repurchased 556,814 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $18.75 (totaling $10).

December 2018 Share Repurchase Program

In December 2018, the Company’s board of directors authorized a stock repurchase program. Under the program, the Company was permitted to repurchase up to $200 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share.

During the year ended December 31, 2020, the Company repurchased 2,823,750 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $16.71 (totaling $47). The program has concluded since the aggregate repurchase amount that was approved by the Company's board of directors has been expended.

Reverse Stock Split and Fractional Shares

As a result of the Reverse Stock Split, which was effective on June 15, 2020, every four shares of the Company’s common stock issued and outstanding were automatically combined into one share of the Company’s common stock, and the number of outstanding shares of the Company’s common stock was reduced from approximately 495.0 to approximately 123.75 as of June 15, 2020. The Reverse Stock Split did not modify the rights or preferences of the Company’s common stock. The Company also filed a separate Articles of Amendment to Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland to provide that there would be no change in the par value of $0.001 per share as a result of the Reverse Stock Split.

The Reverse Stock Split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split resulted in some shareholders owning a fractional share. In that regard, no fractional shares were issued in connection with the Reverse Stock Split. Shareholders of record who would have otherwise been entitled to receive a fractional share instead received a cash payment based on the closing price of the Company’s common stock as reported on the NYSE as of June 15, 2020.