Stockholders' Equity

9 Months Ended

Dec. 31, 2019

Equity [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 5 million shares of preferred stock. The Board had designated 2 million of those shares as "Series A Preferred Stock." At December 31, 2019 and 2018, a total of 2 million shares of Series A Preferred Stock were issued and outstanding. All outstanding shares of Series A Preferred Stock were converted into shares of common stock of the Company on February 25, 2020.

The Series A Preferred Stock had no voting rights, except in respect to any amendment to the Company's Certificate of Incorporation, as amended, that would have altered or changed their rights or privileges. Each share of Series A Preferred Stock was convertible into one share of common stock of Element Solutions at the option of the holder until December 31, 2020. All outstanding shares of Series A Preferred Stock would have been automatically converted into shares of common stock on a one-for-one basis (i) in the event of a change of control of the Company following an acquisition, or (ii) on December 31, 2020 (which may be extended by the Board for three additional years).

As holders of the Series A Preferred Stock, the Founder Entities were entitled to receive dividends in the form of shares of common stock of the Company. The dividend amount was calculated based on the appreciated stock price compared to the highest dividend price previously used in calculating a Series A Preferred Stock dividend, or $22.85 per share.

Non-Controlling Interest

In connection with the MacDermid Acquisition, shares of common stock of PDH were issued to the Retaining Holders and recorded in the Consolidated Balance Sheets as "Non-controlling interests." The Retaining Holders were entitled to convert their shares of PDH into shares of common stock of Element Solutions at any time. On March 29, 2019, the Company completed the merger of PDH with and into Element Solutions, with Element Solutions continuing as the surviving entity. As a result of this merger and without any action on the part of the Retaining Holders, each share of common stock of PDH outstanding at March 29, 2019 was converted into the Company's common stock. As a result, there were no shares of common stock of PDH recorded as non-controlling interests at December 31, 2019.

During 2019, 2018 and 2017, approximately $0.5 million, $1.3 million and $2.1 million, respectively, of net income had been allocated to the Retaining Holders, as included in the Consolidated Statements of Operations. 

Repurchases of Common Stock

On February 8, 2019, as part of the Company's previously-announced $750 million stock repurchase program, the Company repurchased 37 million shares of its common stock for a per share purchase price of $11.72, the last sale price reported for the Company’s shares as of the 4 PM close of trading on the NYSE on Friday, February 1, 2019, for an aggregate purchase price of $434 million. These repurchased shares, which represented approximately 13% of the Company's then outstanding common stock, were retired on the repurchase date. The repurchase was funded from cash on hand and borrowings under the Credit Agreement.

During the period from April 1, 2019 through December 31, 2019, the Company also repurchased approximately 7.8 million shares of its common stock under the share repurchase program for approximately $73.5 million, at an average price of $9.45 per share. The repurchases were allocated to treasury shares and were funded from cash on hand.

The remaining authorization under the share repurchase program was approximately $243 million at December 31, 2019.