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Temporary Equity, Stockholders' Equity and Dividends | 12 Months Ended
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Dec. 31, 2023
Equity [Abstract] |
Temporary Equity, Stockholders' Equity and Dividends | 23. Temporary Equity, Stockholders' Equity and Dividends Share Capital Common Stock Unlimited number of common shares, without par value. Preferred Stock Unlimited number of preferred shares designated as Senior Preferred Shares, issuable in series, of which 485,000,000 are designated as Series A Senior Preferred Shares, and an unlimited number of preferred shares designated as Junior Preferred shares, issuable in series. All issued shares are fully paid. In January 2023, the Company entered into a securities purchase agreement with Starboard Value LP and certain affiliates (together, “Starboard”) pursuant to which Starboard agreed to purchase $485.0 million of Series A Senior Preferred Shares, convertible into common shares of the Company, and $15.0 million of common shares of the Company. The transaction closed on February 1, 2023 (the “Issue Date”). The Series A Senior Preferred Shares are convertible into common stock at an initial conversion price of $73.00 per share. The Series A Senior Preferred Shares carry an initial 5.5% preferred dividend, which is payable quarterly, in cash or in shares at the Company's option (“Preferential Dividends”), 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 (“Participating Dividends”). On the fourth anniversary of the Series A Senior Preferred Shares Issue Date, holders will have the right to increase the preferred dividend to 7.50%, and on the ninth anniversary of the Series A Senior Preferred Shares Issue Date, holders will have the right to increase the preferred dividend to a fixed percentage equal to the greater of (a) 600 bps over the daily simple SOFR as then in effect and (b) 10.50%, subject, in each case, to the Company’s right to redeem the Series A Senior Preferred Shares for which a dividend rate increase has been demanded (an “Increased Dividend Rate Demand”). In connection with any Increased Dividend Rate Demand, subject to certain conditions, and upon 45 days’ notice to the holders, the Company will have the right to redeem all or any portion of the Series A Senior Preferred Shares then outstanding, at a price equal to 100% of the face amount of such Series A Senior Preferred Shares plus any accrued and unpaid dividends thereon. Additionally, at any time after the ninth anniversary of the Series A Senior Preferred Shares Issue Date, subject to certain conditions, and upon 45 days’ notice to the holders, the Company will have the right to redeem all or any portion of the Series A Senior Preferred Shares then outstanding, at a price equal to 100% of the face amount of such Series A Senior Preferred Shares plus any accrued and unpaid dividends thereon. 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 December 31, 2023. 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. The Series A Senior Preferred Shares rank, with respect to rights as to dividends, distributions, redemptions and payments upon the liquidation, dissolution and winding up of the Company, (a) senior to all of the Junior Preferred shares of the Company, common shares and any other class or series of capital shares of the Company, issued or authorized after the Series A Senior Preferred Shares Issue Date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series A Senior Preferred Shares, (b) on a parity basis with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares Issue Date, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Senior Preferred Shares, and (c) junior with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares Issue Date, the terms of which expressly provide that such class or series ranks on a senior basis to the Series A Senior Preferred Shares. Share-based Continuing Employment Costs The Company has issued 312,193 and 63,971 common shares in connection with the acquisitions of Rouse and SmartEquip, with a fair value per common share of $71.09 and $68.39, respectively. The Company records share-based continuing employment costs in acquisition-related and integration costs over the vesting period with an increase to additional paid-in capital. Vesting is subject to continuing employment with the Company. As and when the common shares vest, the fair value of the issued common shares is recognized from additional paid-in capital to share capital. In 2023, the Company recognized $8.3 million (2022: $8.6 million) of share capital from additional paid-in capital for the portion of common shares previously issued in connection with the acquisitions of Rouse and SmartEquip that have vested as of December 31, 2023. At December 31, 2023, the unrecognized share-based continuing employment costs was $0.2 million (2022: $3.2 million), which is expected to be recognized over a weighted average period of 0.83 years. Change in Non-controlling Interests On January 3, 2023, in connection with the acquisition of VeriTread (refer to Note 4), the Company increased its investment in VeriTread from 11% to 75% for a total purchase consideration of $28 million. The Company also entered into a put/call agreement with one of the minority unitholders under which the holder can put its remaining 21% interest in VeriTread to the Company, if certain performance targets are met. As the purchase of the remaining 21% interest from the minority unitholder is outside the control of the Company the redeemable non-controlling interest is classified in temporary equity on the consolidated balance sheet. In addition, management applied judgement and assessed that it is probable that the redeemable non-controlling interest will be redeemed at a future date and accordingly the carrying value of the redeemable non-controlling interest is adjusted to its estimated redemption value. The Company also recognized an additional 4% non-controlling interest in VeriTread within equity as that interest does not contain put/call options. Dividends Declared and Paid The Company declared and paid the following dividends during the years ended December 31, 2023, 2022, and 2021: Common Stock
| Declaration date |  | Dividend per share |  | Record date |  | Total dividends |  | Payment date
Year ended December 31, 2023: |  |  |  |  |  |  |  |  |
Fourth quarter of 2022 | January 13, 2023 |  | $ | 0.2700 |  |  | February 10, 2023 |  | $ | 30.0 |  |  | March 3, 2023
Special Dividend | March 6, 2023 |  | 1.0800 |  |  | March 17, 2023 |  | 120.4 |  |  | March 28, 2023
First quarter 2023 | May 9, 2023 |  | 0.2700 |  |  | May 30, 2023 |  | 49.1 |  |  | June 20, 2023
Second quarter 2023 | August 2, 2023 |  | 0.2700 |  |  | August 23, 2023 |  | 49.2 |  |  | September 13, 2023
Third quarter 2023 | November 7, 2023 |  | 0.2700 |  |  | November 30, 2023 |  | 49.3 |  |  | December 21, 2023
Year ended December 31, 2022: |  |  |  |  |  |  |  |  |
Fourth quarter of 2021 | January 21, 2022 |  | $ | 0.2500 |  |  | February 11, 2022 |  | $ | 27.7 |  |  | March 4, 2022
First quarter 2022 | May 6, 2022 |  | 0.2500 |  |  | May 27, 2022 |  | 27.7 |  |  | June 17, 2022
Second quarter 2022 | August 3, 2022 |  | 0.2700 |  |  | August 24, 2022 |  | 29.9 |  |  | September 14, 2022
Third quarter 2022 | November 2, 2022 |  | 0.2700 |  |  | November 23, 2022 |  | 29.9 |  |  | December 14, 2022
Year ended December 31, 2021: |  |  |  |  |  |  |  |  |
Fourth quarter of 2020 | January 22, 2021 |  | $ | 0.2200 |  |  | February 12, 2021 |  | $ | 24.2 |  |  | March 5, 2021
First quarter of 2021 | May 7, 2021 |  | 0.2200 |  |  | May 26, 2021 |  | 24.3 |  |  | June 16, 2021
Second quarter of 2021 | August 4, 2021 |  | 0.2500 |  |  | August 25, 2021 |  | 27.6 |  |  | September 15, 2021
Third quarter 2021 | November 3, 2021 |  | 0.2500 |  |  | November 24, 2021 |  | 27.7 |  |  | December 15, 2021
On March 6, 2023, the Company declared a special cash dividend of $1.08 per share, which was contingent on the closing of the acquisition of IAA, payable to stockholders of record at the close of business on March 17, 2023 (the “Special Dividend”). The Special Dividend was paid in cash on March 28, 2023. During the year ended December 31, 2023, the Company recorded Preferential Dividends of $24.3 million to the holders of the Series A Senior Preferred Shares. At December 31, 2023, $23.2 million has been paid and $1.1 million is accrued and unpaid. During the year ended December 31, 2023, the Company recorded and paid Participating Dividends of $7.3 million to the holders of the Series A Senior Preferred Shares. Declared and Undistributed In addition to the above dividends, since the end of the year the Directors have recommended the payment of a final dividend of $0.27 per common share, accumulating to a total dividend of $49.4 million. The aggregate amount of the proposed final dividend is expected to be paid out of retained earnings on March 1, 2024 to stockholders of record on February 9, 2024. This dividend has not been recognized as a liability in the financial statements. The payment of this dividend will not have a tax consequence for the Company. Foreign Currency Translation Reserve Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature, which generated other comprehensive gain of $2.3 million for 2023 (2022: other comprehensive loss of $10.5 million; 2021: other comprehensive loss of $8.8 million).

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