Stockholder's Equity

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Stockholder's Equity

Stockholder's Equity

On December 5, 2016, the Company effected a one-for-four reverse stock split of the Company's class A and class B common stock. All share and per share information has been retroactively adjusted to reflect the reverse stock split. In addition, there was a reclassification of $0.9 million from the par value of our class A common stock to additional paid-in capital to reflect the impact of the reverse stock split.

Preferred Stock and Purchase of Capped Call Option

On May 19, 2015, the Company completed its offering of120,750shares of the Company's5.625%Series A cumulative perpetual convertible preferred stock ("Series A Convertible Preferred Stock") that provided$117.2 millionof proceeds, net of underwriting fees and issuance costs of$3.6 million. Each share of the Series A Convertible Preferred Stock is entitled to dividends at a rate of5.625%per annumwhich will be payable, when and if declared by the board of directors of the Company, quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Company may, at its option, pay dividends in cash, common stock or a combination thereof. The Company declared and accrued a cash dividend of $1.7 million and $1.7 million for the three months endedSeptember 30, 2017 and 2016, and $5.1 million and $5.1 million for the nine months endedSeptember 30, 2017 and 2016, respectively.

Each share of Series A Convertible Preferred Stock is non-voting and has a liquidity preference over the Company's Class A common stock and ranks senior to all classes or series of the Company's Class A common stock, but junior to all of the Company's existing and future indebtedness with respect to divided rights and rights upon the Company's involuntary liquidation, dissolution or winding down.

Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, into a number of shares of our Class A common stock equal to the liquidation preference of$1,000divided by the conversion rate. The initial conversion rate (subsequent to the December 5, 2016 reverse stock split) is38.0619shares(which equates to$26.27 per share)of the Company's Class A common stock for each share of the Series A Convertible Preferred Stock. At any time on or after May 20, 2020, the Company may elect to convert all outstanding shares of the Series A Convertible Preferred Stock into shares of the Company’s Class A common stock, cash or a combination thereof, at the Company’s election, in each case, based on the then-applicable conversion rate, if the last reported sale price of the Company’s Class A common stock equals or exceeds 150%of the then-current conversion price on at least20trading days (whether or not consecutive) during the period of30consecutive trading days (including on the last trading day of such period) immediately prior to such election. At the time of conversion, the conversion rate may be adjusted based on certain events including but not limited to the issuance of cash dividends or Class A common stock as a dividends to the Company's Class A common shareholders or a share split or combination.

In connection with the issuance and sale of the Series A Convertible Preferred Stock, the Company entered into a capped call option transaction (the “Capped Call Option Transaction”) with Nomura Global Financial Products Inc. (the “option counterparty”) for$15.9 million. The Capped Call Option Transaction is expected generally to reduce the potential dilution to the Company’s Class A common stock (if the Company elects to convert to common shares) and/or offset any cash payments that the Company is required to make upon conversion of any Series A Convertible Preferred Stock. The Capped Call Option Transaction has an initial effective strike price of$26.27 per share, which matches the initial conversion price of the Series A Convertible Preferred Stock, and a cap price of$33.54per share. However, to the extent that the market price of Class A common stock, as measured under the terms of the Capped Call Option Transaction, exceeds the cap price thereof, there would nevertheless be dilution and/or such cash payments would not be offset. As the Capped Call Option Transaction is a free standing derivative that is indexed to the Company's own stock price and the Company controls if it is settled in cash or stock it qualifies for equity classification as a reduction to additional paid in capital.

Treasury Stock

Treasury stock of $165.3 million as of September 30, 2017, compared to $153.8 million as of December 31, 2016, resulted from $11.4 million acquired through repurchases of shares to cover employee minimum tax withholding obligations related to stock compensation vesting events under the Company's Equity Plan or other similar transactions.

The following represents the activity relating to the treasury stock held by the Company during the nine months endedSeptember 30, 2017:

	Treasury stock shares	Cost (dollars in thousands)		Average cost per share
Balance outstanding at December 31, 2016	9,810,802	$	153,845	$	15.68
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions	791,727	11,433		14.44
Purchase of treasury stock	—	—		—
Balance outstanding at September 30, 2017	10,602,529	$	165,278	$	15.59