Series A Convertible Preferred Stock

9 Months Ended

Sep. 30, 2023

Series A Preferred Stock [Abstract]

SERIES A CONVERTIBLE PREFERRED STOCK

11. SERIES A CONVERTIBLE PREFERRED STOCK

Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, payable quarterly in arrears. Beginning in the first quarter of 2020, dividends are payable in cash or in-kind at the option of the Company. If the Company does not declare and pay a dividend, the dividend rate will increase to 8.0% per annum until all accrued but unpaid dividends have been paid in full. During the three months ended September 30, 2023 and 2022, the Company paid cash dividends of $3 million. During the nine months ended September 30, 2023 and 2022, the Company paid cash dividends of $11 million.

The Series A Convertible Preferred Stock is convertible at the option of the holders at any time into shares of common stock at a conversion price of $30.00 per share, or a conversion rate of 33.333 shares of common stock per share of Series A Convertible Preferred Stock. As of September 30, 2023 and December 31, 2022, the maximum number of common shares that could be required to be issued upon conversion of the outstanding shares of Series A Convertible Preferred Stock was 9.2 million shares. As a result of the Spin-Off and pursuant to the Company’s Articles of Amendment and Restatement, the adjusted conversion ratio is 57.5601 shares of common stock per share of Series A Convertible Preferred Stock.