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STOCKHOLDERS' EQUITY
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY
Preferred Stock
As of March 31, 2025, the Company's Amended and Restated Certificate of Incorporation (the "Certificate") authorized the issuance of 100,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding.
Shares of preferred stock may be issued from time to time in one or more series by the Company's Board of Directors and the Board of Directors is responsible for establishing the designation of such series and the number of shares to be included in such series and fixing the terms of such series, the voting powers (full or limited, or no voting powers), preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of each such series, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences.
Common Stock
As of March 31, 2025, the Company's Certificate authorized the issue of 800,000,000 shares of Class A common stock, par value $0.01 per share and 100,000,000 shares of Class B common stock, par value $0.01 per share.
During the three months ended March 31, 2025, the Sponsor Stockholder (as defined in the Explanatory Note) converted 64,512,579 shares of Class B common stock outstanding to an equivalent number of shares of Class A common stock. As of March 31, 2025, the shares of Class B common stock converted were retired and there were no shares of Class B common stock outstanding.
As of March 31, 2025, common stock consisted of the following:
Shares AuthorizedShares IssuedShares Outstanding
Class A common stock800,000,000376,197,105376,197,105
Class B common stock100,000,000——
900,000,000376,197,105376,197,105
As of December 31, 2024, common stock consisted of the following:
Shares AuthorizedShares IssuedShares Outstanding
Class A common stock800,000,000315,280,417315,280,417
Class B common stock100,000,00064,512,57964,512,579
900,000,000379,792,996379,792,996
Holders of Class A common stock and Class B common stock are entitled to share equally, identically and ratably, on a per share basis, in dividends when, as, and if declared by the Company's Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends.
The holder of each share of Class A common stock is entitled to one vote for each share for each matter submitted to a vote of stockholders. Holders of each share of Class B common stock shall not be entitled to vote on the election, appointment or removal of directors of the Company but shall be entitled to one vote for each share of Class B common stock on each matter submitted to a vote of stockholders, other than the election, appointment or removal of directors. Further, subject to the exceptions described in the Company's Certificate, shares of Class B common stock are convertible into an equivalent number of shares of Class A common stock and generally convert into shares of Class A common stock upon transfer.
With the exception of the voting rights and conversion rights mentioned above, shares of Class A common stock and Class B common stock shall have the same rights and privileges and rank equally to, share ratably with, and be identical in all respects as to all matters.
On February 20, 2025, the Board of Directors declared a dividend of $0.10 per share on the outstanding Class A common stock, par value $0.01 per share (the "Class A Common Stock") of the Company to stockholders of record at the close of business on March 7, 2025 which was paid in cash on March 24, 2025.
On March 10, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Sponsor Stockholder and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named
therein (collectively, the “Underwriters”), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of the Company’s Class A Common Stock, which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A Common Stock, at an offering price of $29.50 per share (the “Secondary Offering”). The Secondary Offering closed on March 12, 2025. The Sponsor Stockholder received all of the net proceeds from the Secondary Offering. No shares were sold by the Company.
Pursuant to the Underwriting Agreement, the Company agreed to purchase 4,000,000 shares of its Class A Common Stock for approximately $114.1 million from the Underwriters at a price per share equal to the price paid by the Underwriters to the Sponsor Stockholder in the Secondary Offering (the “Share Repurchase”). The Company funded the Share Repurchase with cash on hand.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) ("AOCI") represents gains and losses affecting stockholders' equity that are not reflected on the Condensed Consolidated Statements of Operations. The Company uses the portfolio approach for releasing income tax effects from AOCI.
The following table reflects the changes in AOCI, net of taxes, by component for the periods presented:
($ in millions)
Gain (Loss) On Derivative Instruments1
Cumulative Translation Adjustment
Net Unrealized Actuarial Gain (Loss) in Postretirement Benefit Plan2
Total AOCI
Balance as of December 31, 2024$0.3$(19.6)$2.1$(17.2)
OCI before reclassifications0.32.7—3.0
Amounts reclassified from AOCI1.7—(0.2)1.5
Net current-period OCI2.02.7(0.2)4.5
Balance as of March 31, 2025$2.3$(16.9)$1.9$(12.7)
Balance as of December 31, 2023$—$(9.9)$2.4$(7.5)
OCI before reclassifications—(3.4)—(3.4)
Amounts reclassified from AOCI——(0.2)(0.2)
Net current-period OCI—(3.4)(0.2)(3.6)
Balance as of March 31, 2024$—$(13.3)$2.2$(11.1)
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1 During the three months ended March 31, 2025, $2.3 million of losses were reclassified from AOCI related to the amounts excluded from the effectiveness testing recognized in earnings for the foreign exchange contracts. The effect of the loss was included in Other operating expense (income), net on the Condensed Consolidated Statements of Operations. The tax benefit recorded as a result of this loss was $0.6 million, and was recorded within Provision for income taxes on the Condensed Consolidated Statements of Operations.
2 During the three months ended March 31, 2025 and 2024, $0.2 million and $0.2 million, respectively, of income was reclassified from AOCI related to actuarial gains in the Company's postretirement benefit plan and recorded in Interest and financing expense, net on the Condensed Consolidated Statements of Operations. The tax impact of this income for the three months ended March 31, 2025 and 2024 was immaterial.