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Capital Stock
6 Months Ended
Jun. 30, 2015
Capital Stock [Abstract]  
Capital Stock

(9)   Capital Stock:

 

Common Stock Offering

On June 10, 2015, the Company completed a registered public offering of 150,000,000 shares of its common stock, par value $0.25 per share, at a public offering price of $5.00 per share. On June 24, 2015, the Company issued an additional 15,000,000 shares of common stock in connection with the over-allotment option that was exercised in full by the underwriters. Aggregate net proceeds were approximately $799 million after deducting commissions and estimated expenses. The Company will use the net proceeds from this offering to fund a portion of the Verizon Transaction.

 

Mandatory Convertible Preferred Stock (Series A) Offering

On June 10, 2015, the Company also completed a registered public offering of 17,500,000 shares of its 11.125% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), at a public offering price of $100.00 per share. On June 24, 2015, the Company issued an additional 1,750,000 shares of Series A Preferred Stock in connection with the over-allotment option that was exercised in full by the underwriters. Aggregate net proceeds of the offering were $1,866 million after deducting commissions and estimated expenses. The Company will use the net proceeds from this offering to fund a portion of the Verizon Transaction.

 

Unless converted earlier, each share of the Series A Preferred Stock will automatically convert on June 29, 2018 into between 17.0213 and 20.0000 shares of common stock, depending on the applicable market value of the common stock and subject to anti-dilution adjustments. Subject to certain restrictions, at any time prior to June 29, 2018, holders of the Series A Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate then in effect.

 

Dividends on shares of the Series A Preferred Stock are payable on a cumulative basis when, as and if declared by the Company’s Board of Directors (or an authorized committee thereof) at an annual rate of 11.125% on the liquidation preference of $100.00 per share, on the last business day of March, June, September and December of each year, commencing on September 30, 2015 to, and including, the mandatory conversion date.

 

Pursuant to the terms of the Verizon Transaction, $1,840 million of the $2,665 million in net proceeds from the equity offerings were deposited into escrow and are included in “Restricted cash” in the consolidated balance sheet as of June 30, 2015.  Upon closing of the acquisition, the funds would be released and used to fund a portion of the purchase price.  If the Verizon Transaction is terminated, then the funds would be released and become unrestricted cash of the Company.