Stockholders' equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Stockholders' equity

Stockholders’ equity

Common Stock

Our Amended and Restated Certificate of Incorporation filed April 12, 2010, created seven classes of $0.01 par value per share common stock, classes A through G, with the rights and preferences summarized below. The class A common stock carries standard voting, dividend and liquidation rights. The class B, C and D common stock was issued to our existing stockholders, with a separate class issued to each stockholder. The class E and class F common stock was issued to CCMP. One share of class G common stock was issued to each of our existing stockholders.

On January 13, 2014, CHK Energy Holdings Inc. (“CHK Energy Holdings”), an indirect wholly owned subsidiary of Chesapeake Energy Corporation (“Chesapeake”), sold all of its equity interest in us to Healthcare of Ontario Pension Plan Trust Fund. The 279,999 class D shares and one class G share owned by CHK Energy Holdings automatically converted to class A common stock and all associated rights with the class D and class G common stock were terminated.

All remaining shares of class B through G common stock will automatically convert to class A common stock upon consummation of an initial public offering of shares of class A common stock resulting in proceeds to us of at least $250,000, which is underwritten on a firm commitment basis by a nationally recognized investment banking firm, and which results in the initial listing or quotation of the class A common stock on any national securities exchange (a “Qualified IPO”).

Holders of class B and C common stock have the right, in aggregate, to designate three directors. Holders of class E common stock have the right to designate two directors.

The class B, E, F and G common stock carry the following additional voting and consent rights:

• So long as the class B holders own 80% or more of the common stock they owned as of April 12, 2010, the closing date of our initial Stockholders Agreement (the “Original Date”), and without such holder’s prior consent, we may neither initiate nor consummate a sale of the Company, whether in the form of a stock sale, asset sale, merger or any other form whatsoever (a “Company Sale”), or a liquidation or dissolution of the Company, on or prior to the sixth anniversary of the Original Date.

• In certain circumstances, we are prohibited from incurring debt, consummating sales or acquisitions of assets, taking certain operational actions or engaging in other specified transactions without the prior consent of the holders of the class E common stock.

• Upon the triggering of a Company Sale or a Demand IPO (each as summarized below) by holders of class E common stock, the voting and other rights related to the class F common stock will permit holders of class E common stock to cause any actions necessary to be taken by our board of directors or stockholders to consummate such Company Sale or Demand IPO.

• Upon the triggering of a Demand IPO by a majority in interest of our existing stockholders, the voting and other rights related to the class G common stock will permit the majority of the holders of class G common stock to cause any actions necessary to be taken by the Company’s board of directors or stockholders to consummate such Demand IPO.

The rights and preferences of a holder of class B, C, E, F and G common stock terminate on the earlier of (x) the closing date of a Qualified IPO or (y) the date that such holder and its permitted transferees cease to beneficially own 5% or more of our fully-diluted common stock.

Stockholders Agreement

Effective April 12, 2010, we implemented a Stockholders Agreement to provide for certain general rights and restrictions, including board observer rights, informational rights, general restrictions on transfer of common stock, tag-along rights, preemptive rights, registration rights following a Qualified IPO and, subject to certain limited exceptions, prohibitions on the sale or acquisition of our common stock that would result in a change of control, as such term is defined under the indentures for our Senior Notes. The Stockholders Agreement was amended and restated on January 12, 2014 in conjunction with the sale of Chesapeake’s ownership interest in us to Healthcare of Ontario Pension Plan Trust Fund.

Our Stockholders Agreement, as amended, also provides for the following stockholder-specific rights or restrictions:

• Prior to a Qualified IPO, Altoma Energy GP (“Altoma”) will not vote for the approval of (i) any merger, consolidation, conversion or a Demand IPO, (ii) certain amendments to our organizational documents, (iii) the sale of all or substantially all of our assets, or (iv) a termination of the business of or liquidation or dissolution of the Company, unless Fischer Investments, L.L.C. (“Fischer”) votes for such approval.

• Other than pursuant to the exercise of preemptive rights, Healthcare of Ontario Pension Plan Trust Fund may not acquire more than 25% of our outstanding common stock.

• CCMP may sell up to 20% of its common stock owned on the Original Date without restriction. Prior to a Qualified IPO and except in limited circumstances, CCMP is restricted from making further sales before the fourth anniversary of the Original Date, and any sales thereafter (but before a Qualified IPO) will be subject to certain rights of first offer provisions set forth in the Stockholders Agreement (the “ROFO provisions”).

• Fischer may sell up to 20% of its common stock owned immediately prior to the Original Date subject to certain restrictions. Prior to a Qualified IPO and except in limited circumstances, Fischer is restricted from making further sales before the fourth anniversary of the Original Date, and any sales thereafter (but before a Qualified IPO) will be subject to the ROFO provisions.

• Altoma may request to transfer its shares pursuant to a demand registration, but only after Altoma first offers such shares to the Company, and then to Fischer and CCMP in accordance with the procedures set forth in the Stockholders Agreement.

• Either (i) CCMP or (ii ) a majority in interest of Fischer and Altoma may demand that we engage in a Qualified IPO (a “Demand IPO”), if (a) the price per share to be received by the Company or such party or parties, as the case may be, in such Demand IPO is at least 1.75 times the price per share paid by CCMP for our common stock pursuant to the Stock Purchase Agreement and (b) certain other conditions are met.

• At any time after the four year anniversary of the Original Date, CCMP may demand a Demand IPO.

• At any time after the sixth anniversary of the Original Date, and so long as a Qualified IPO has not yet occurred, CCMP may demand a Company Sale, subject to a right of first offer to purchase the Company provided to Fischer.

With the exception of registration rights, the rights and preferences of a stockholder under the amended and restated Stockholders Agreement will generally terminate on the earlier of (x) the closing date of a Qualified IPO or (y) the date that such holder and its permitted transferees cease to beneficially own 5% or more of our fully-diluted common stock.