Shareholders' Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

The Company was authorized to issue 500,000,000 shares of Class A common stock, $0.01 par value, at September 30, 2021 and December 31, 2020. As of September 30, 2021 and December 31, 2020, the Company had 113,987,154 and 113,852,896 Class A common shares issued and outstanding, respectively. The Company did not have any shares of Class B non-voting common stock, $0.01 par value, issued or outstanding as of September 30, 2021 or December 31, 2020.

The Company was authorized to issue 50,000,000 shares of preferred stock, $0.01 par value, at September 30, 2021 and December 31, 2020. As of September 30, 2021, the Company had 10,000,000 shares of 6.15% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) issued and outstanding with an aggregate liquidation preference of $250.0 million ($25.00 per share) and 300,000 shares of 4.65% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) with an aggregate liquidation preference of $300.0 million ($1,000 per share). As of December 31, 2020, the Company had 10,000,000 shares of Series A Preferred Stock issued and outstanding with an aggregate liquidation preference of $250.0 million.

On March 2, 2021, the Company issued 300,000 shares of Series B Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share. The Company will pay dividends on the Series B Preferred Stock only when, as and if declared by the board of directors. Dividends will accrue, on a non-cumulative basis, on the stated amount of $1,000 per share at a rate per annum equal to: (i) 4.65% through June 15, 2026, and payable quarterly in arrears beginning on June 15, 2021, and (ii) the Five-year U.S. Treasury Rate as of the applicable reset dividend determination date plus a spread of 4.076% per reset period from June 15, 2026 and reset every five years and payable quarterly in arrears.

The Company may redeem shares of the Series B Preferred Stock at its option, in whole or in part, from time to time, on any dividend payment date on or after June 15, 2026, for cash at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Company may also redeem shares of the Series B Preferred Stock at the Company’s option under certain other limited conditions. The Series B Preferred Stock ranks on a parity with the Series A Preferred Stock.

The following table summarizes the Company’s preferred stock issued and outstanding as of September 30, 2021 (in thousands, except for share and per share amounts and percentages):

	Shares Issued and Outstanding as of September 30, 2021	Liquidation Preference as of September 30, 2021		Issue Date	Dividend Rate in Effect at September 30, 2021		Next dividend rate reset date	Dividend rate after reset date
Fixed-to-floating-rate:
Series A	10,000,000	$	250,000	March 5, 2019	6.150	%	March 15, 2024	3M LIBOR plus 3.65%
Fixed-rate reset:
Series B	300,000	300,000		March 2, 2021	4.650	%	June 15, 2026	5 Yr U.S. Treasury + 4.076%
Total Preferred Stock	10,300,000	$	550,000

During the three months ended September 30, 2021, the Company repurchased 153,949 shares of its Class A common stock under its previously announced stock repurchase program at an average purchase price of $37.55 per share.