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Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

14. Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

The Company previously issued common stock and redeemable convertible preferred stock prior to the IPO. Immediately prior to the completion of the IPO, all outstanding shares of the Company’s common stock and redeemable convertible preferred stock converted into the Company’s Class A and Class B Common Stock (see “Note 1. Description of Business”).

On October 12, 2018, the Company issued 126,045,531 shares of redeemable convertible preferred stock for gross proceeds of $748.8 million.  The Company incurred $11.8 million of issuance costs.  Concurrent with this investment, all then existing shares of preferred stock (the “old preferred stock”) were converted to common shares.

The holders of old preferred stock were entitled to receive cumulative preferential dividends, if declared, at an annual rate of 10% of the original issue price of each share of preferred stock.  In May 2018, the Company used the proceeds from its debt financing and cash on hand to pay cumulative dividends in arrears on the old preferred stock of $18.6 million and also to pay a special dividend to preferred and common stockholders of $154.4 million.

In October 2018, the Company used the proceeds from the First Lien and Second Lien, debt facilities, the proceeds from the issuance of preferred stock, and cash on hand to pay cumulative dividends in arrears on the old preferred stock of $6.4 million immediately prior to their conversion to common stock and to pay special dividends to preferred and common stockholders of approximately $1,167.1 million.

A summary of the significant rights and preferences of the redeemable convertible preferred stock outstanding at December 31, 2019 is as follows:

Conversion

Each share of preferred stock was convertible, at the option of the holder, into shares of common stock by dividing the original issue price by the conversion price, subject to adjustments for certain events as defined by the Amended Certificate of Incorporation.  Each redeemable convertible preferred share would automatically be converted into common stock upon the election by the majority of investors provided in writing to the Company at the rate of 1:1. The number of shares of common stock issuable upon conversion of each share of redeemable convertible preferred stock shall be appropriately adjusted to reflect any stock dividend, stock split or other similar event affecting the number of outstanding shares of common stock.  Each share of preferred stock would automatically be converted into common stock, (i) immediately prior to the closing of a Qualified IPO, (ii) upon the election of the preferred majority provided in writing to the Company, which notice may be provided at any time, or (iii) immediately at such time as the liquidation preference had been reduced to zero.  A Qualified IPO was defined as a sale of any class of shares of the Company, resulting in at least $200 million of net proceeds to the Company, in which the per share price of the shares of Common Stock being offered in such public offering was at least (i) prior to October 12, 2022, 1.25x the original issue price and (ii) on or following October 12, 2022, one times the original issue price.  In addition, the Company shall not redeem any portion of the preferred stock, without majority written consent of the preferred stockholders.

Dividends

No dividends would have accrued or  been payable with respect to the preferred stock unless declared by the board of directors.  In the event a dividend to common stockholders was declared, the Company must also declare and pay to holders of the preferred stock at the same time and in the same amount that the preferred stockholders would have been paid had all outstanding preferred stock been converted immediately prior to the record date for such dividend, or if no record date was fixed, the date as of which record holders of common stock were entitled to such dividends.

Liquidation

In the event of any liquidation, dissolution, winding-up of the Company or deemed liquidation events (as defined), the holders of the preferred stock were entitled to receive for each outstanding share an amount equal to the original issuance price per share plus all declared but unpaid dividends.  The original issuance price per share was $5.94.  After payment of the liquidation preferences to the preferred stock, all remaining assets were to be distributed to the common stockholders.  Any proceeds remaining after payment to the holders of redeemable convertible preferred stock were to be distributed ratably to the holders of common stock.

The liquidation preference provisions of the preferred stock such as a change in control were considered contingent redemption provisions as there were certain elements that were not solely within the control of the Company. Accordingly, the preferred stock was presented in the mezzanine section of the consolidated balance sheet.

Voting

The holders of shares of preferred stock were entitled to vote as a separate class for certain matters.  Unless otherwise provided by law or in the current charter, the preferred stockholders voted together with the common stockholders as a single class, on an as converted common stock basis for matters submitted to the stockholders for a vote.

Charitable Stock Donation

In the fourth quarter of 2020, the Company recorded a $41.7 million charge in general and administrative expenses in the accompanying consolidated statement of operations, related to the donation of 1,075,000 shares of Class A Common Stock at fair market value to a charitable organization to fund and support the Company’s philanthropic initiatives. The charitable organization welcomes recommendations from donors regarding distributions from the donations. However, all recommendations are advisory in nature, and the charitable organization will independently determine whether recommendations it receives are consistent with their charitable purposes and fiduciary obligations. The fair value of the donated shares was measured on the date of issuance to the charitable organization using the Company’s traded stock price on that date, and was discounted by 13.0% for a discount for lack of marketability (“DLOM”) as the stock is not freely tradeable. The Company utilized the Finnerty Model to calculate the DLOM using inputs, including length of holding period, volatility and dividend yield, with volatility considered as a significant Level 3 input in the fair value hierarchy.