XML 60 R31.htm IDEA: XBRL DOCUMENT v3.25.0.1
Temporary Equity, Stockholders' Equity and Dividends
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Temporary Equity, Stockholders' Equity and Dividends
23. Temporary Equity, Stockholders' Equity and Dividends
Series A Senior Preferred Shares
The Series A Senior Preferred Shares are convertible into common stock and were issued at an initial conversion price of $73.00 per share, which is subject to customary anti-dilution adjustment provisions. The conversion price is $71.58 per share as of December 31, 2024. The Series A Senior Preferred Shares carry a 5.5% preferred dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's regular quarterly common share dividends, subject to a $0.27 per share per quarter floor.
On the fourth anniversary of the issuance date of February 1, 2023, holders will have the right to increase the preferred dividend to 7.5%, and on the ninth anniversary of the issuance date, holders will have the right to increase the preferred dividend to a fixed percentage equal to the greater of (a) 600 bps over the daily simple SOFR as then in effect and (b) 10.50%, subject, in each case, to the Company’s right to redeem the Series A Senior Preferred Shares for which a dividend rate increase has been demanded.
Upon consummation of one or more specified change of control transactions, the holders will have the right to require the Company to repurchase the Series A Senior Preferred Shares in cash provided, however, that each holder, at its option, may elect instead to convert its Series A Senior Preferred Shares into the applicable change of control consideration. In addition, the Company has the right to redeem the Series A Senior Preferred Shares in the event of a change of control transaction where the successor entity is not traded on certain eligible markets. The possible future redemption of the Series A Senior Preferred Shares as a result of a change in control has been assessed as not probable at December 31, 2024.
Holders of the Series A Senior Preferred Shares are entitled to vote together with the common stock on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law. The Series A Senior Preferred Shares rank, with respect to rights as to dividends, distributions, redemptions and payments upon the liquidation, dissolution and winding up of the Company, (a) senior to all of the junior preferred stock, common stock and any other class or series of capital shares of the Company, issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series A Senior Preferred Shares, (b) on a parity basis with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Senior Preferred Shares, and (c) junior with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a senior basis to the Series A Senior Preferred Shares.
Redeemable Non-controlling Interests
Redeemable non-controlling interest relates to a put/call agreement with one of the minority unitholders of VeriTread under which the holder can put its remaining 21% interest in VeriTread to the Company, if certain performance targets are met. As the purchase of the remaining 21% interest from the minority unitholder is outside the control of the Company the redeemable non-controlling interest is classified in temporary equity on the consolidated balance sheets. At December 31, 2024 the Company assessed that redemption of the non-controlling interest remains probable and that there has been no material change to the estimated redemption value.
The Company also recognized an additional 4% non-controlling interest in VeriTread within equity as that interest does not contain put/call options.
Common Stock Dividends
Declared and Paid
Declaration date
Dividend
per share
Record date
Total
dividends
Payment date
Year ended December 31, 2024:
Fourth quarter 2023January 19, 2024$0.27 February 9, 2024$49.3 March 1, 2024
First quarter 2024May 8, 20240.27 May 29, 202449.6 June 20, 2024
Second quarter 2024August 2, 20240.29 August 28, 202453.5 September 18, 2024
Third quarter 2024November 6, 20240.29 November 27, 202453.6 December 18, 2024
Year ended December 31, 2023:     
Fourth quarter of 2022January 13, 2023$0.27 February 10, 2023$30.0 March 3, 2023
Special DividendMarch 6, 20231.08 March 17, 2023120.4 March 28, 2023
First quarter 2023May 9, 20230.27 May 30, 202349.1 June 20, 2023
Second quarter 2023August 2, 20230.27 August 23, 202349.2 September 13, 2023
Third quarter 2023November 7, 20230.27 November 30, 202349.3 December 21, 2023
Year ended December 31, 2022:     
Fourth quarter of 2021January 21, 2022$0.25 February 11, 2022$27.7 March 4, 2022
First quarter 2022May 6, 20220.25 May 27, 202227.7 June 17, 2022
Second quarter 2022August 3, 20220.27 August 24, 202229.9 September 14, 2022
Third quarter 2022November 2, 20220.27 November 23, 202229.9 December 14, 2022
Declared and Undistributed
Subsequent to December 31, 2024 the Company's Board of Directors declared a dividend of $0.29 per common share, payable on March 3, 2025 to stockholders of record on February 14, 2025.
Foreign Currency Translation Reserve
Foreign currency translation adjustment, a component of other comprehensive income (loss), includes the following:
Year ended December 31,202420232022
Gains (losses) on intercompany foreign currency transactions of a long-term investment nature$(9.6)$2.3 $(10.5)