Temporary Equity, Equity and Dividends

6 Months Ended

Jun. 30, 2024

Temporary Equity, Equity and Dividends

Temporary Equity, Equity and Dividends

15. Temporary Equity, Equity and Dividends

Series A Senior Preferred Shares

The Series A Senior Preferred Shares are convertible into common stock and were issued at an initial conversion price of $73.00 per share, which is subject to customary anti-dilution adjustment provisions. The conversion price is $71.58 per share as of June 30, 2024. The Series A Senior Preferred Shares carry an initial 5.5% cumulative dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's regular quarterly common share dividends, subject to a $0.27 per share per quarter floor.

Upon consummation of one or more specified change of control transactions, the holders will have the right to require the Company to repurchase the Series A Senior Preferred Shares in cash provided, however, that each holder, at its option, may elect instead to convert its Series A Senior Preferred Shares into the applicable change of control consideration. In addition, the Company has the right to redeem the Series A Senior Preferred Shares in the event of a change of control transaction where the successor entity is not traded on certain eligible markets. The possible future redemption of the Series A Senior Preferred Shares as a result of a change in control has been assessed as not probable at June 30, 2024.

Holders of the Series A Senior Preferred Shares are entitled to vote together with the common shares on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law.

Redeemable Non-controlling Interest

Redeemable non-controlling interest relates to a put/call agreement with one of the minority unitholders of VeriTread under which the holder can put its remaining 21% interest in VeriTread to the Company if certain performance targets are met. At June 30, 2024 the Company assessed that redemption of the redeemable non-controlling interest remains probable and that there has been no material change to the estimated redemption value.

Common Stock Dividends

Declared and Paid

The following table summarizes the details of common stock dividends declared and paid during the six months ended June 30, 2024 and 2023:

	Declaration date	Dividend per share		Record date	Total dividends		Payment date
Six months ended June 30, 2024:
Fourth quarter 2023	January 19, 2024	$	0.27	February 9, 2024	$	49.3	March 1, 2024
First quarter 2024	May 8, 2024	$	0.27	May 29, 2024	$	49.6	June 20, 2024
Six months ended June 30, 2023:
Special Dividend	March 6, 2023	$	1.08	March 17, 2023	$	120.4	March 28, 2023
Fourth quarter 2022	January 13, 2023	$	0.27	February 10, 2023	$	30.0	March 3, 2023
First quarter 2023	May 9, 2023	$	0.27	May 30, 2023	$	49.1	June 20, 2023

Declared and Undistributed

Subsequent to June 30, 2024, the Company’s Board of Directors declared a quarterly dividend of $0.29 per common share, payable on September 18, 2024 to common stockholders of record on August 28, 2024.

Foreign Currency Translation Reserve

Foreign currency translation adjustment, included as a component of other comprehensive income, includes the following gains and losses on intercompany foreign currency transactions that have been determined to be of a long-term investment nature:

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Gains (losses) on intercompany foreign currency transactions of a long-term investment nature	$	(1.8)	$	(0.7)	$	(6.1)	$	0.6