Preferred Stock, Common Stock, Warrant and Dividends

12 Months Ended

Jun. 30, 2014

Preferred Stock, Common Stock, Warrant and Dividends

Preferred Stock, Common Stock, Warrant and Dividends

Preferred stock and common stock at June 30, 2014 and 2013, after giving effect to the 0.442-for-1 stock split, were:

	2014						2014
As of June 30	Authorized shares			Par value			Issued and outstanding shares
Preferred stock		16,000,000	—		$	0.0001		—	—
Common stock−Class A		300,000,000	—		$	0.0001		17,442,953	—
Common stock−Class B		30,000,000	—		$	0.0001		21,348,600	—
Preferred stock		—	1,000,000		$	1.0000		—	—
Common stock		—	200,000,000		$	0.0001		—	30,458,220

Common Stock and Common Stock Warrant

Class A Common Stock

Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided by our amended and restated certificate of incorporation or applicable law, the holders of our Class A common stock and Class B common stock shall vote together as a single class. There are no cumulative voting rights.

Holders of our Class A common stock are entitled to receive dividends when and if declared by our Board of Directors out of funds legally available therefore and pro rata with holders of our Class B common stock, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Class A common stock will be entitled to receive pro rata with holders of our Class B common stock our remaining assets available for distribution.

Holders of our Class A common stock do not have preemptive, subscription or conversion rights. Our Class A common stock is not convertible and there are no redemption or sinking fund provisions applicable to our Class A common stock. Unless our Board of Directors determines otherwise, we will issue all of our capital stock in uncertificated form.

Holders of approximately 2.8 million shares of our Class A common stock will have the right to require us to register the sales of their shares under the Securities Act, under the terms of agreements between us and the holders of these securities.

Class B Common Stock

All of our outstanding Class B common stock is held by BFI. Holders of our Class B common stock are entitled to 10 votes for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided by our amended and restated certificate of incorporation or applicable law, the holders of our Class A common stock and Class B common stock shall vote together as a single class. There are no cumulative voting rights.

Holders of our Class B common stock are entitled to receive dividends when and if declared by our Board of Directors out of funds legally available therefore and pro rata with holders of our Class A common stock, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Class B common stock will be entitled to receive pro rata with holders of our Class A common stock our remaining assets available for distribution.

Holders of our Class B common stock do not have preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to our Class B common stock.

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers by and among BFI, its affiliates and certain Bendheim family members, as described in the amended and restated certificate of incorporation. Once transferred and converted into Class A common stock, the Class B common stock will not be reissued. In addition, all shares of Class B common stock will automatically convert to shares of Class A common stock when the outstanding shares of Class B common stock and Class A common stock held by BFI, its affiliates and certain Bendheim family members, together, is less than 15% of the total outstanding shares of Class A common stock and Class B common stock, taken as a single class.

Holders of approximately 21.5 million shares of our Class B common stock, which includes shares of our Class B common stock issued pursuant to the automatic exercise of a warrant on August 1, 2014, will have the right to require us to register the sales of their shares under the Securities Act, under the terms of agreements between us and the holders of these securities.

Class B Common Stock Warrant

On August 1, 2014, a common stock purchase warrant for the purchase of 386,750 shares of Class B common stock, held by BFI, was automatically exercised. BFI paid the exercise price of $11.83 per share on a cashless basis, resulting in a net issuance of 163,675 shares of Class B common stock to BFI.

Preferred Stock

We do not have any preferred stock outstanding. Our Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware. The issuance of our preferred stock could have the effect of decreasing the trading price of our Class A common stock, restricting dividends on our capital stock, diluting the voting power of our Class A common stock, impairing the liquidation rights of our capital stock, or delaying or preventing a change in control of the Company.

Dividends

We intend to pay regular quarterly dividends to holders of our Class A and Class B common stock out of assets legally available for this purpose. In July 2014, we declared a $0.10 per share dividend to holders of record as of September 3, 2014 of our Class A and Class B common stock, payable September 24, 2014. Our future ability to pay dividends will depend upon our results of operations, financial condition, capital requirements, our ability to obtain funds from our subsidiaries and other factors that our Board of Directors deems relevant. Additionally, the terms of our current and any future agreements governing our indebtedness could limit our ability to pay dividends or make other distributions.