Shareholders' Equity

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

The following tables summarizes the components of our shareholders' equity and the changes therein as of and for the three months ended March 31, 2013 and 2012:

	As of												As of
	December 31,						Dividends			All Other			March 31,
	2012			Net Loss			Declared 1			Changes			2013
Preferred stock	$	1,150		$	—		$	—		$	—		$	1,150
Common stock	364			—			—			1			365
Paid-in capital	849,046			—			—			664			849,710
Retained earnings	45,790			(16,383		)	(1,725		)	—			27,682
Deferred compensation obligation	3,111			—			—			65			3,176
Accumulated other comprehensive loss 2	(982		)	—			—			19			(963		)
Treasury stock	(3,363		)	—			—			(64		)	(3,427		)
	$	895,116		$	(16,383	)	$	(1,725	)	$	685		$	877,693
	As of												As of
	December 31,						Dividends			All Other			March 31,
	2011			Net Loss			Declared 3			Changes			2012
Common stock	$	270		$	—		$	—		$	1		$	271
Paid-in capital	690,131			—			—			1,614			691,745
Retained earnings	157,242			(11,899		)	(2,586		)	—			142,757
Deferred compensation obligation	3,620			—			—			40			3,660
Accumulated other comprehensive loss 2	(1,084		)	—			—			23			(1,061		)
Treasury stock	(3,870		)	—			—			(41		)	(3,911		)
	$	846,309		$	(11,899	)	$	(2,586	)	$	1,637		$	833,461

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¹ Includes dividends of $150.00 per share of 6% Convertible Perpetual Preferred Stock (the “6% Preferred Stock”).

² The Accumulated other comprehensive loss ("AOCL") is entirely attributable to our defined benefit pension and postretirement health care plans. The changes in the balance of AOCL for the three months ended March 31, 2013 and 2012 represent reclassifications from AOCL to net periodic benefit expense, a component of General and administrative expenses, of $29 and $36 and are presented above net of taxes of $10 and $13.

³ Includes dividends of $0.05625 per share of common stock.

As discussed in Note 2, we issued the Shares to MHR in April 2013 as part of the total consideration paid in connection with the Acquisition. The Shares were not registered in connection with their issuance. In connection with the Shares issued to MHR, we entered into a Registration Rights, Lock-Up and Buy-Back Agreement (the “Registration Rights Agreement”) and a Standstill Agreement (the “Standstill Agreement”). The Registration Rights Agreement requires us to file a resale registration statement (the “Registration Statement”) with respect to the Shares promptly following the closing date of the Acquisition and use our commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable. In limited circumstances, MHR will have piggyback registration rights.

Under the Registration Rights Agreement, we are obligated, at MHR's election, to use up to 50% of the net proceeds of any public or private offering of our common stock prior to the effectiveness of the Registration Statement, and 25% of such net proceeds after the effectiveness of the Registration Statement, to repurchase Shares. This buyback obligation will terminate on the first anniversary of the effective date of the Registration Statement or, if earlier, the date upon which the Shares owned by MHR constitute less than 5% of our outstanding common stock.

Under the Standstill Agreement, MHR may not take certain actions intended to cause a change in control of us and has granted an irrevocable proxy to vote the Shares. The Standstill Agreement will terminate on April 24, 2016 or, if earlier, the date upon which the Shares owned by MHR constitute less than 10% of our outstanding common stock.