Other Equity Matters

3 Months Ended

Mar. 31, 2020

Share Repurchase Program

The Company's Board of Directors authorized repurchases of common shares up to a specified dollar amount as part of its repurchase program. Purchases under the repurchase program may be made in the open market or privately negotiated transactions, and may include transactions pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. Purchases may be made from time to time at the Company's discretion and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common shares, and the Company may suspend or discontinue the repurchase program at any time.

During the three months ended March 31, 2020, the Company repurchased a total of 1,365,620 common shares at an average price per-share of $27.43 for a total of $37.5 million. As of March 31, 2020, $46.1 million remains available under the common share repurchase program.

Preferred Shares

The following table summarizes the Company's preferred share issuances (the "Series"):



Preferred Share Offering	Issuance	Liquidation Preference (in thousands)		# of Shares⁽¹⁾
Series A 8.50% Cumulative Redeemable Perpetual Preference Shares ("Series A")	March 2019	$	86,250	3,450,000
Series B 8.00% Cumulative Redeemable Perpetual Preference Shares ("Series B")	June 2019	143,750		5,750,000
Series C 7.375% Cumulative Redeemable Perpetual Preference Shares ("Series C")	November 2019	175,000		7,000,000
Series D 6.875% Cumulative Redeemable Perpetual Preference Shares ("Series D")	January 2020	150,000		6,000,000
		$	555,000	22,200,000


(1)	Represents number of shares authorized, issued, and outstanding.

In January 2020, the Company completed a public offering of the Series D shares and received $145.3 million in aggregate net proceeds after deducting underwriting discounts of $4.7 million. The net proceeds were used for general corporate purposes, including the purchase of containers, the repurchase of outstanding common shares, the payment of dividends, and the repayment or repurchase of outstanding indebtedness.

Each Series of preferred shares may be redeemed at the Company's option, at any time after approximately five years from original issuance, in whole or in part at a redemption price, which is equal to the issue price, of $25.00 per share plus an amount equal to all accumulated and unpaid dividends, whether or not declared. In the event of a Change of Control Triggering Event, the Company may also redeem each Series of preferred shares. If the Company does not elect to redeem each Series, holders of preferred shares may have the right to convert their preferred shares into common shares. A Change of Control Triggering Event occurs when a Change of Control is accompanied or followed by a downgrade or a withdrawal of the rating by the rating agency within 60 days following the Change of Control to any of the Series.

Holders of preferred shares generally have no voting rights. If the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive), holders will be entitled to elect two additional directors to the Board of Directors and the size of the Board of Directors will be increased to accommodate such election. Such right to elect two directors will continue until such time as there are no accumulated and unpaid dividends in arrears.

Dividends

Dividends on shares of each Series are cumulative from the date of original issue and will be payable quarterly in arrears on the 15th day of March, June, September and December of each year, when, as and if declared by the Company's Board of Directors. Dividends on shares of each Series will be payable equal to the applicable stated rate per annum of the $25.00 liquidation preference per share. The Series rank senior to the Company's common shares with respect to dividend rights and rights upon the Company's liquidation, dissolution or winding up, whether voluntary or involuntary.

The Company paid the following quarterly dividends during the three months ended March 31, 2020 on its issued and outstanding Series (in millions except for per-share amounts):

Series A

Series B

Series C

Series D

Record Date

Payment Date

Aggregate Payment

Per Share

Payment

Aggregate Payment

Per Share

Payment

Aggregate Payment

Per Share

Payment

Aggregate Payment

Per Share

Payment

March 9, 2020

March 16, 2020

$1.8

$0.53125

$2.9

$0.50

$3.2

$0.4609375

$1.5

$0.24349

As of March 31, 2020, the Company had cumulative unpaid preferred dividends of $1.8 million.

Common Share Dividends

The Company paid the following quarterly dividends during the three months ended March 31, 2020 and 2019 on its issued and outstanding common shares:



Record Date	Payment Date	Aggregate Payment	Per Share Payment
March 13, 2020	March 27, 2020	$37.1 Million	$0.52
March 12, 2019	March 28, 2019	$40.4 Million	$0.52

Accumulated Other Comprehensive Income

The following table summarizes the components of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2020 and 2019 (in thousands):



	Cash Flow Hedges			Foreign Currency Translation			Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2019	$	(27,096	)	$	(4,537	)	$	(31,633	)
Change in derivative instruments designated as cash flow hedges⁽¹⁾	(120,140		)	—			(120,140		)
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges⁽¹⁾	1,411			—			1,411
Foreign currency translation adjustment	—			(262		)	(262		)
Balance as of March 31, 2020	$	(145,825	)	$	(4,799	)	$	(150,624	)



	Cash Flow Hedges			Foreign Currency Translation			Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2018	$	19,043		$	(4,480	)	$	14,563
Change in derivative instruments designated as cash flow hedges⁽¹⁾	(14,323		)	—			(14,323		)
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges⁽¹⁾	(1,749		)	—			(1,749		)
Cumulative effect for the adoption of ASU 2017-12, net of income tax effect	432			—			432
Foreign currency translation adjustment	—			43			43
Balance as of March 31, 2019	$	3,403		$	(4,437	)	$	(1,034	)

(1)

Refer to Note 8 - "Derivative Instruments" for reclassification impact on the Consolidated Statement of Operations