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Equity
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Equity Equity
During September 2020, the Company amended its articles of incorporation to authorize the issuance of 100,000,000 shares of Class B common stock, par value of $0.01 per share, as well as to increase the number of authorized shares of preferred stock, par value of $0.01 per share, to 1,000,000. Accordingly, the Company has two classes of common stock, Common Stock and Class B Common Stock, both of which entitle stockholders to one vote for each share of common stock.
Each share of Class B Common Stock has equal status and rights to dividends with a share of Common Stock. The holders of Class B Common Stock have one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders are entitled to vote generally; provided, however, that holders of Class B Common Stock, as such, are not entitled to vote on the election, appointment, or removal of directors of the Company. Additionally, each share of Class B Common Stock will immediately become convertible into one share of Common Stock, at the option of the holder thereof, at any time following the earlier of (i) the expiration or early termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), required prior to such holder’s conversion of all such shares of Class B Common Stock, and (ii) to the extent HSR Clearance is not required prior to such holder’s conversion of such shares of Class B Common Stock, the date that such holder owns such shares of Class B Common Stock.
Issuances of Common Stock
In December 2021, the Company issued approximately 70 million shares of Common Stock with a fair value of $529 million in connection with the Sunpro Solar Acquisition.
In January 2020, the Company issued approximately 16 million shares of Common Stock with a fair value of $114 million in connection with the Defenders Acquisition.
Issuance of Class B Common Stock
As described in Note 1 “Description of Business and Summary of Significant Accounting Policies”, in September 2020, the Company issued and sold 54,744,525 shares of Class B Common Stock to Google for an aggregate purchase price of $450 million.
In connection with the issuance of the Class B Common Stock, the Company and Google entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which Google agreed to be bound by customary transfer restrictions and drag-along rights, and be afforded customary registration rights with respect to shares of Class B Common Stock held directly by Google. Under the terms of the Investor Rights Agreement, Google is prohibited, subject to certain exceptions, from transferring any shares of Class B Common Stock or any shares of Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by Google until the earlier of (i) the three-year anniversary of issuance, (ii) the date on which the Google Commercial Agreement (as defined in Note 12 “Commitments and Contingencies”) has been terminated under certain specified circumstances, and (iii) June 30, 2022 if the Company breaches certain of its obligations under the Google Commercial Agreement.
The Company estimated the fair value of the issued Class B Common Stock to be approximately $450 million, which represents a Level 3 fair value measurement. The estimation of the fair value included the following inputs: (i) the price per share of Common Stock, (ii) the length of the holding period restriction, (iii) an expected dividend-yield of 1.5% during the holding period restriction, which was based on the projected dividend run-rate and dividing by the stock price, and (iv) an expected share price volatility of 30% during the holding period restriction period, which was implied based upon an average of historical volatility of publicly traded companies in industries similar to the Company, as the Company did not have sufficient trading history to use as a basis for actual stock price volatility, as well as consideration for the Company’s debt to equity ratio. The intrinsic value of the contingently exercisable beneficial conversion feature related to the ability to convert Class B Common Stock to Common Stock as well as the fair value of Google’s option to purchase additional shares of Class B Common Stock were not material.
Dividends
Stockholders are entitled to receive dividends when, as, and if declared by the Company’s board of directors out of funds legally available for that purpose.
In February 2019, the Company approved a dividend reinvestment plan (the “DRIP”), which allowed stockholders to designate all or a portion of the cash dividends on their shares of common stock for reinvestment in additional shares of the Company’s Common Stock. The Company recorded a liability for the full amount of the dividends when declared, and then upon settlement, the Company reduced the liability and recorded an increase in Common Stock par value and additional paid-in
capital for the portion of dividends settled in shares of common stock under the DRIP. The DRIP terminated in accordance with its terms on February 27, 2021.
Dividends declared on common stock during the periods presented were as follows:
(in thousands, except per share data)
Common StockClass B Common Stock
Declaration DateRecord DatePayment DatePer ShareAggregatePer ShareAggregate
February 25, 2021March 18, 2021April 1, 2021$0.035 $27,220 $0.035 $1,916 
May 5, 2021June 17, 2018July 1, 20210.035 27,268 0.035 1,916 
August 4, 2021September 16, 2021October 5, 20210.035 27,270 0.035 1,916 
November 9, 2021December 16, 2021January 4, 20220.035 29,732 0.035 1,916 
Total for Year Ended December 31, 2021$0.140 $111,490 $0.140 $7,664 
March 5, 2020March 19, 2020April 2, 2020$0.035 $27,117 $— $— 
May 7, 2020June 18, 2020July 2, 20200.035 26,767 — — 
August 5, 2020September 18, 2020October 2, 20200.035 27,047 0.035 1,916 
November 5, 2020December 21, 2020January 4, 20210.035 27,105 0.035 1,916 
Total for Year Ended December 31, 2020$0.140 $108,036 $0.070 $3,832 
During 2019, the Company declared aggregate dividends of $0.84 per share on Common Stock ($633 million), which included quarterly dividends of $0.035 per share and a special dividend of $0.70 per share of Common Stock (“2019 Special Dividend”). The amount of dividends settled in shares of Common Stock was approximately $68 million, which resulted in the issuance of 11 million shares of Common Stock.
On March 1, 2022, the Company announced a dividend of $0.035 per share to holders of Common Stock and Class B Common Stock of record on March 17, 2022, which will be distributed on April 4, 2022.
Share Repurchase Program
In February 2019, the Company approved a share repurchase program (the “Share Repurchase Program”), which authorized the Company to repurchase shares of the Company’s Common Stock (up to a certain amount). The Share Repurchase Program terminated in accordance with its terms on March 23, 2021.
During 2021 and 2020, there were no material repurchases of shares of Common Stock under the Share Repurchase Program. During 2019, the Company repurchased 24 million shares of Common Stock for approximately $150 million under the Share Repurchase Program. All of the shares repurchased were treated as retirements and reduced the number of shares issued and outstanding. In addition, the Company recorded the excess of the purchase price over the par value per share as a reduction to additional paid-in capital.
Accumulated Other Comprehensive Income (Loss)
The changes in AOCI during the periods presented were as follows:
(in thousands)Cash Flow HedgesForeign Currency TranslationDefined Benefit Pension PlansTotal AOCI
Balance as of December 31, 2018$(21,284)$(51,599)$1,104 $(71,779)
Pre-tax current period change(52,093)59,541 (247)7,201 
Income tax benefit (expense)13,990 (7,942)154 6,202 
Balance as of December 31, 2019(59,387)— 1,011 (58,376)
Pre-tax current period change(76,807)— (2,844)(79,651)
Income tax benefit (expense)18,693 — 719 19,412 
Balance as of December 31, 2020(117,501)— (1,114)(118,615)
Pre-tax current period change60,948 — 4,552 65,500 
Income tax benefit (expense)(14,714)— (1,144)(15,858)
Balance as of December 31, 2021$(71,267)$— $2,294 $(68,973)
Amounts reclassified out of AOCI associated with cash flow hedges were as follows:
Years Ended December 31,
(in thousands)202120202019
Reclassifications to interest expense, net$60,948 $54,452 $2,777 
Reclassifications to income tax benefit$(14,714)$(13,254)$(746)
Additionally, during 2019, the Company reclassified $39 million and $4 million of AOCI related to foreign currency translation to loss on sale of business and income tax benefit, respectively, as a result of the sale of ADT Canada.
There were no other material reclassifications of AOCI during 2021, 2020, and 2019.
As of December 31, 2021, approximately $34 million of AOCI related to accumulated unrealized losses of interest rate swap contracts that have been de-designated as cash flow hedges is estimated to be reclassified to interest expense, net, within the next twelve months.