XML 41 R21.htm IDEA: XBRL DOCUMENT v3.21.2
Equity and Accumulated Other Comprehensive Income (Loss)
 12 Months Ended
Jun. 30, 2021
Equity [Abstract]  
Equity EQUITY, REDEEMABLE PREFERRED STOCK AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Description of Capital Stock
The Company is authorized to issue 1,000,000,000 shares of its Common Stock and 100,000,000 shares of preferred stock, par value $0.01 per share. In accordance with the Company’s amended and restated certificate of incorporation, each share of Common Stock has one vote, and the Common Stock votes together as a single class.
Public Offerings of Common Stock
On June 15, 2020, the Company completed a public offering of its Common Stock (the “June 2020 Equity Offering”), in which the Company sold 7.7 million shares of Common Stock at a price of $70.72 per share, net of underwriting discounts and commissions. The Company obtained total net proceeds from the June 2020 Equity Offering of $548 million after the payment of associated offering expenses. The net proceeds of the June 2020 Equity Offering were used to repay $200 million of prophylactic borrowings from the third quarter of fiscal 2020 under Operating Company's Revolving Credit Facility, with the remainder available for general corporate purposes. On July 10, 2020, the underwriter for the June 2020 Equity Offering exercised its over-allotment option on 1.2 million additional shares, resulting in net proceeds of $82 million from the June 2020 Equity Offering, which was recorded in the fiscal year ended June 30, 2021.
On February 6, 2020, the Company completed the February 2020 Equity Offering, in which the Company sold 8.4 million shares of Common Stock at a price of $58.58 per share, net of underwriting discounts and commissions. The Company obtained total net proceeds from the February 2020 Equity Offering of $494 million. The net proceeds of the February 2020 Equity Offering were used to repay $100 million of borrowings earlier in the quarter under Operating Company's Revolving Credit Facility and the consideration for the MaSTherCell acquisition due at its closing, with the remainder available for general corporate purposes.
Effect of Restricted Stock
Shares outstanding of Common Stock include shares of unvested restricted stock. Unvested restricted stock included in reportable shares outstanding as of June 30, 2021 was not material. Shares of unvested restricted stock are excluded from the calculation of basic weighted average shares outstanding, but their dilutive impact is added back in the calculation of diluted weighted average shares outstanding.
Redeemable Preferred Stock
In May 2019, the Company designated 1,000,000 shares of its preferred stock, par value $0.01, as its “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”), pursuant to a certificate of designation of preferences, rights, and limitations (as amended, the “Certificate of Designation”) filed with the Delaware Secretary of State, and issued and sold 650,000 shares of the Series A Preferred Stock for an aggregate purchase price of $650 million, to affiliates of Leonard Green
& Partners, L.P., each share having an initial stated value of $1,000 (as such value may be adjusted in accordance with the terms of the Certificate of Designation). The Series A Preferred Stock ranks senior to the Company’s Common Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company.
Proceeds from the offering of the Series A Preferred Stock, net of stock issuance costs, were $646 million, of which $40 million was allocated to the dividend-adjustment feature at its issuance and separately accounted for as a derivative liability. Any change in the fair value of derivative liability during a fiscal quarter is recorded as a non-operating expense in the consolidated statement of operations. See Note 10, Fair Value Measurements, for detail concerning the change in fair value during the fiscal year ended June 30, 2021.
As described in Note 8, Earnings per Share, on the Partial Conversion Date, holders of Series A Preferred Stock converted 265,223 shares (approximately 41% of their holdings) and $2 million of unpaid accrued dividends into shares of Common Stock. The holders received 20.33 shares of Common Stock for each converted preferred share, resulting in the issuance of 5,392,280 shares of Common Stock. There was no gain or loss recognized upon the Partial Conversion as it occurred in accordance with the terms of the Certificate of Designation. The Company has 384,777 shares of Series A Preferred Stock that remain outstanding at June 30, 2021.

As a result of the Partial Conversion, additional paid in capital increased $253 million, which includes $4 million related to the fair value of the portion of the derivative liability that was settled upon the Partial Conversion and $2 million related to an unpaid accrued dividend. See Note 10, Fair Value Measurements, for detail concerning the change in fair value during the fiscal year ended June 30, 2021.
The components of the changes in the cumulative translation adjustment, derivatives and hedges, minimum pension liability, and marketable securities for the fiscal years ended June 30, 2021, 2020, and 2019 consists of:
Fiscal Year Ended June 30,
(Dollars in millions)202120202019
Foreign currency translation adjustments:
Net investment hedge$(56)$3 $12 
Long-term inter-company loans39 (9)(13)
Translation adjustments72 (25)(16)
Total foreign currency translation adjustments, pretax55 (31)(17)
Tax expense (benefit)(12)— 2 
Total foreign currency translation adjustments, net of tax$67 $(31)$(19)
Net change in derivatives and hedges:
Net gain (loss) recognized during the year, pretax$4 $(4)$— 
Tax expense (benefit)1 (1)— 
Net change in derivatives and hedges, net of tax$3 $(3)$— 
Net change in minimum pension liability:
Net gain (loss) recognized during the year, pretax$— $4 $(13)
Tax expense (benefit)— 2 (4)
Net change in minimum pension liability, net of tax$— $2 $(9)
Net change in marketable securities:
Net loss recognized during the year, pretax$(1)$— $— 
Tax expense (benefit)— — — 
Net change in marketable securities, net of tax$(1)$— $— 
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss by component and changes for the fiscal years ended June 30, 2021, 2020, and 2019 consist of:
(Dollars in millions)Foreign Currency Translation AdjustmentPension Liability AdjustmentsDerivatives and HedgesMarketable SecuritiesOtherTotal
Balance at June 30, 2018$(285)$(40)$— $— $(1)$(326)
Other comprehensive loss before reclassifications(19)— — — — (19)
Amounts reclassified from Other Comprehensive Loss— (9)— — — (9)
Balance at June 30, 2019(304)(49)— — (1)(354)
Other comprehensive loss before reclassifications(31)— (3)— — (34)
Amounts reclassified from Other Comprehensive Loss— 2 — — — 2 
Balance at June 30, 2020(335)(47)(3)— (1)(386)
Other comprehensive income (loss) before reclassifications67 — 3 (1)— 69 
Balance at June 30, 2021$(268)$(47)$— $(1)$(1)$(317)