Shareholders' Equity

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

The following tables summarize the components of our shareholders’ equity and the changes therein as of and for the nine months ended September 30, 2014 and 2013:

	As of						Preferred								As of
	December 31,						Stock		Dividends			All Other			September 30,
	2013			Net Income			Offering		Declared 1			Changes 2			2014
Preferred stock 3	$	1,150		$	—		$	3,250	$	—		$	(356	)	$	4,044
Common stock 3	466			—			—		—			62			528
Paid-in capital 3	891,351			—			310,080		—			3,871			1,205,302
Accumulated deficit 3	(104,180		)	8,102			—		(11,081		)	(4,256		)	(111,415		)
Deferred compensation obligation	2,792			—			—		—			314			3,106
Accumulated other comprehensive income 4	267			—			—		—			74			341
Treasury stock	(3,042		)	—			—		—			(197		)	(3,239		)
	$	788,804		$	8,102		$	313,330	$	(11,081	)	$	(488	)	$	1,098,667
	As of						Preferred								As of
	December 31,						Stock		Dividends			All Other			September 30,
	2012			Net Loss			Offering		Declared 1			Changes 2			2013
Preferred stock	$	1,150		$	—		$	—	$	—		$	—		$	1,150
Common stock 5	364			—			—		—			101			465
Paid-in capital 5	849,046			—			—		—			46,404			895,450
Retained earnings	45,790			(140,721		)	—		(5,175		)	—			(100,106		)
Deferred compensation obligation	3,111			—			—		—			(384		)	2,727
Accumulated other comprehensive loss 4	(982		)	—			—		—			56			(926		)
Treasury stock	(3,363		)	—			—		—			386			(2,977		)
	$	895,116		$	(140,721	)	$	—	$	(5,175	)	$	46,563		$	795,783

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¹ Includes dividends of $450.00 per share on our 6% Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) and $198.33 per share on our 6% Series B Convertible Perpetual Preferred Stock (the “Series B Preferred Stock”).

² Includes equity-classified share-based compensation of $2,638 and $4,781 for the nine months ended September 30, 2014 and 2013.

³ A total of 3,555 shares, or 355,482 depositary shares, of the Series A Preferred Stock were converted into 5,924,706 shares of our common stock during the nine months ended September 30, 2014. We made payments of $4.3 million to induce the conversion of 3,527 of these shares.

⁴ The Accumulated other comprehensive income (“AOCI”) is entirely attributable to our defined benefit pension and postretirement health care plans. The changes in the balance of AOCI for the nine months ended September 30, 2014 and 2013 represent reclassifications from AOCI to net periodic benefit expense, a component of General and administrative expenses, of $114 and $86 and are presented above net of taxes of $40 and $30.

⁵ Includes the Shares, with a fair value of $4.23 per share, that were issued to MHR in connection with the EF Acquisition.

In June 2014, we completed a private offering of 3,250,000 depositary shares each representing a 1/100^th interest in a share, or 32,500 shares, of our Series B Preferred Stock, which provided approximately $313 million of proceeds, net of underwriting fees and issuance costs.

The annual dividend on each share of the Series B Preferred Stock is 6.00% per annum on the liquidation preference of $10,000 per share and is payable quarterly, in arrears, on each of January 15, April 15, July 15 and October 15 of each year. We may, at our option, pay dividends in cash, common stock or a combination thereof.

Each share of the Series B Preferred Stock is convertible, at the option of the holder, into a number of shares of our common stock equal to the liquidation preference of $10,000 divided by the conversion price, which is initially $18.34 per share and is subject to specified anti-dilution adjustments. The initial conversion rate is equal to 545.17 shares of our common stock for each share of the Series B Preferred Stock. The initial conversion price represents a premium of 30 percent relative to the last reported sales price of $14.11 per common share prior to the offering of the Series B Preferred Stock. The Series B Preferred Stock is not redeemable by us or the holders at any time. At any time on or after July 15, 2019, we may, at our option, cause all outstanding shares of the Series B Preferred Stock to be automatically converted into shares of our common stock at the then-applicable conversion price if the closing sale price of our common stock exceeds 130% of the then-applicable conversion price for a specified period prior to conversion. If a holder elects to convert shares of the Series B Preferred Stock upon the occurrence of certain specified fundamental changes, we may be obligated to deliver an additional number of shares above the applicable conversion rate to compensate the holder for lost option value.