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Preferred Stock
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Preferred Stock

Note 11 – Preferred Stock

 

Preferred Stock

 

Prior to the redemption in May 2022, our Series A Preferred had a liquidation value of $1,000 per share and bore a cumulative 9.5% fixed dividend payable quarterly 45 days after the end of each fiscal quarter. The Series A Preferred had no mandatory redemption date, but was redeemable at our election on or prior to March 16, 2022 for a 10% premium to the liquidation preference and for a 5% premium to the liquidation preference thereafter.

 

The Series A Preferred ranked senior to the common outstanding stock with respect to the payment of dividends and distributions in liquidation. The holders of Series A Preferred generally only had voting rights in certain circumstances, subject to certain exceptions, which included:

 

the issuance or the increase by the Company of any specific class or series of stock that was senior to the Series A Preferred,
the issuance or the increase by any of the Company’s consolidated subsidiaries of any specific class or series of securities,
changes to the Certificates of Incorporation or Designations of the Series A Preferred that would have materially and adversely affected the Preferred Stock holder,
the issuance of stock on parity with the Series A Preferred, subject to certain exceptions, if the Company had exceeded a stipulated fixed charge coverage ratio or an aggregate amount of net proceeds from all future issuances of Parity Stock, or would have used the proceeds of such issuance to pay dividends,
the incurrence of indebtedness, other than indebtedness that complies with a stipulated fixed charge coverage ratio or under the TRGP Revolver (or replacement commercial bank facilities) in an aggregate amount up to $2.75 billion.

 

The Series A Preferred did not qualify as a liability instrument because it was not mandatorily redeemable. However, as SEC Regulation S-X, Rule 5-02-27 does not permit a probability assessment for a change of control provision, our Series A Preferred must be presented as mezzanine equity between liabilities and shareholders’ equity on our Consolidated Balance Sheets because a change of control event, although not considered probable, could have forced the Company to redeem the Series A Preferred. A maximum of 44,260,953 common shares would have been issued upon conversion of the Series A Preferred.

 

Preferred Stock Partial Redemption

 

In December 2020, we repurchased 45,800 shares of the Series A Preferred at $1,000 per share (the “Liquidation Preference”), plus an amount equal to all unpaid dividends through the repurchase date. The repurchase was executed at a discount relative to the redemption price of $1,100 per share (the Liquidation Preference multiplied by 110%), which became effective March 16, 2021. The difference between the consideration paid (including unpaid dividends of $1.1 million) and the net carrying value of the shares repurchased was $2.7 million, which was recorded as an addition to preferred stock dividends for the year ended December 31, 2020.

 

Preferred Stock Redemption

 

In May 2022, we redeemed all of our issued and outstanding shares of Series A Preferred at a redemption price of $1,050.00 per share, plus $8.87 per share, which is the amount of accrued and unpaid dividends from April 1, 2022 up to, but not including, the redemption date of May 3, 2022. The difference between the consideration paid of $973.4 million (including unpaid dividends of $8.2 million) and the net carrying value of the shares redeemed was $223.7 million, of which $215.5 million was recorded as deemed dividends in our Consolidated Statements of Operations in the second quarter of 2022. Following the redemption, we have no Series A Preferred outstanding and all rights of the holders of shares of Series A Preferred were terminated.

 

Preferred Stock Dividends

 

During the year ended December 31, 2022, we paid $51.8 million of dividends to preferred shareholders. During the years ended December 31, 2021 and 2020 we paid $87.3 million and $91.7 million of dividends at a rate of $23.75 per share each quarter to Series A Preferred shareholders, and recorded deemed dividends of $39.2 million for the year ended December 31, 2020, attributable to accretion of the preferred discount resulting from the beneficial conversion feature accounting model. Such accretion was included in the book value of the Series A Preferred. After adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity in 2021, we no longer recognize such accretion.