XML 30 R20.htm IDEA: XBRL DOCUMENT v3.25.3
Redeemable Shares
9 Months Ended
Sep. 30, 2025
Text Block [Abstract]  
Redeemable Shares

NOTE 10 - REDEEMABLE SHARES

Preferred Stock

During the three and nine months ended September 30, 2025, preferred stock dividends of $0.3 million and $7.8 million were paid-in-kind, which increased the stated value of the preferred stock. As of September 30, 2025 and December 31, 2024, the stated values of the preferred stock were $167.9 million and $160.1 million, and the corresponding carrying values were $335.8 million and $288.5 million.

Pursuant to a Voting and Support Agreement (the “Preferred VSA”), dated as of July 8, 2025, by and between the Company and TPG Growth III Sidewall, L.P. (“TPG”), TPG, as the holder of all of the Series A Preferred Shares, agreed to waive its right to receive dividends it would have otherwise been entitled to receive under the Certificate of Designations until the earlier of the Effective Time and the termination of the Preferred VSA. If the Preferred VSA is terminated, the preferred shares will continue to accrue dividends at 9.0% on the stated value, and the associated redemption premium on the increase in the stated value will be accreted using the interest method.

In the event the redeemable preferred stock is redeemed, the redemption value will be the greater of (i) two times the then-current Stated Value (defined in the Certificate of Designations as $1,000 per share, plus any accumulated and unpaid dividends or dividends paid-in-kind), which as of September 30, 2025 would be equivalent to a $335.8 million redemption value, and (ii) the product of the number of shares of common stock into which the redeemable preferred stock could be converted at the time of such redemption (approximately 6.0 million shares as of September 30, 2025) and the then-Current Market Price (defined in the Certificate of Designations as the arithmetic average of the volume-weighted average price (VWAP) per share of common stock for each of the thirty (30) consecutive full trading days ending on the trading day before the record date with respect to such action) of our common stock.

The redeemable preferred stock may be redeemed at the holder’s election on or after September 14, 2025 or upon the occurrence of a redemption event (including in the event the common stock of the Company ceases to be listed on the NYSE or another U.S. national securities exchange), provided the Company has cash legally available to pay such redemption. Pursuant to the terms of the Preferred VSA, TPG has agreed to (i) waive any rights and remedies (including any redemption rights) it may have in connection with or related to the Merger and any other transactions entered into by the Company in connection therewith and (ii) that receipt of the aggregate amount of the consideration provided for the Series A Preferred Shares under the Merger Agreement shall constitute payment in full for all shares of Series A Preferred Shares owned of record or beneficially by TPG. Subject to the terms of the Preferred VSA, if the Company is unable to redeem the shares of preferred stock in full, any shares of preferred stock not redeemed would continue to receive an annual dividend of 9.0% on the stated value which would be payable quarterly. The Board of Directors would have to evaluate periodically the ability of the Company to make any redemption payments until the full redemption amount has been paid.

The Company has determined that the conversion option and the redemption option exercisable upon the occurrence of a “redemption event” which are embedded in the redeemable preferred stock must be accounted for separately from the redeemable preferred stock as a derivative liability.

As of September 30, 2025, other than as described above, there have been no changes in the preferred shareholder rights, including conversion and redemption rights from those described in the Company’s 2024 Form 10-K.

On December 8, 2025, in accordance with the terms and conditions set forth in the Merger Agreement, each share of preferred stock, par value $0.01 per share designated as Series A Preferred Shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”), in each case, issued and outstanding immediately prior to the Effective Time was converted into the right to receive (a) $39.49 per Series A Preferred Share in cash and (b) 0.23 units of limited liability company interests of Parent per Series A Preferred Share.

Additional information about the Preferred VSA and the Merger is set forth in our Current Report on Form 8-K/A filed with the SEC on July 9, 2025, our definitive proxy statement filed with the SEC on August 15, 2025, and our Current Report on Form 8-K filed with the SEC on December 8, 2025.

Noncontrolling Redeemable Equity

The Company has a noncontrolling interest that is currently redeemable. It is presented in the temporary equity section of the condensed consolidated balance sheets and is adjusted to its redemption value at the end of each reporting period.