Equity

Preferred Stock

The following table presents information regarding the Company’s preferred stock (in thousands):



	December 31,
	2015	2014
Shares authorized, $0.001 par value	50,000	50,000
Shares outstanding at end of period
8.5% Convertible perpetual preferred stock	2,650	2,650
7.0% Convertible perpetual preferred stock(1)	2,770	3,000

____________________


(1)	For the year ended December 31, 2015, approximately 230,500 shares were converted into approximately 3.0 million shares of the Company’s common stock.

All of the outstanding shares of the Company’s convertible perpetual preferred stock were issued in private transactions, but are now freely tradable, to the extent not owned by affiliates. In December 2014, all shares of the Company’s outstanding 6.0% convertible preferred stock converted automatically into shares of the Company’s common stock at the then-prevailing conversion rate, resulting in the issuance of approximately 18.4 million shares of common stock.

Each outstanding share of convertible perpetual preferred stock is convertible at the holder’s option at any time into shares of the Company’s common stock at the specified conversion rate, subject to customary adjustments in certain circumstances. Each holder is entitled to an annual dividend payable semi-annually in cash, common stock or a combination thereof, at the Company’s election. The Company may cause all outstanding shares of the convertible perpetual preferred stock to convert automatically into common stock at the prevailing conversion rate dependent on certain factors, including the Company’s stock trading above specified prices for a set period. The convertible perpetual preferred stock is not redeemable by the Company at any time. The following table summarizes information about each series of the Company’s convertible perpetual preferred stock outstanding at December 31, 2015:



	Convertible Perpetual Preferred Stock
	8.5%		7.0%
Liquidation preference per share	$	100.00	$	100.00
Annual dividend per share	$	8.50	$	7.00
Conversion rate per share to common stock	12.4805		12.8791

Preferred Stock Dividends. In accordance with the terms governing the Company’s convertible perpetual preferred stock, dividends may be paid in cash or with shares of the Company’s common stock at the Company’s election. Preferred stock dividend payments and accruals for the Company’s 8.5%, 7.0% and 6.0% convertible perpetual preferred stock for the years ended December 31, 2015, 2014 and 2013 are as follows:



	December 31,
	2015		2014		2013
	(In thousands)
8.5% Convertible perpetual preferred stock
Dividends paid in cash	$	11,262	$	22,525	$	22,525
Dividends satisfied in shares of common stock(1)	$	11,262	$	—	$	—
Accrued dividends at period end	$	8,447	$	8,447	$	8,447
7.0% Convertible perpetual preferred stock
Dividends paid in cash	$	—	$	21,000	$	21,000
Dividends satisfied in shares of common stock(2)	$	10,500	$	—	$	—
Accrued dividends at period end	$	13,125	$	2,625	$	2,625
Dividends in arrears(3)	$	10,500	$	—	$	—
6.0% Convertible perpetual preferred stock(4)
Dividends paid in cash	$	—	$	12,000	$	12,000
Accrued dividends at period end	$	—	$	—	$	5,500

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(1)

For the year ended December 31, 2015, the Company paid a semi-annual dividend by issuing approximately 18.6 million shares of common stock. For purposes of the dividend payment, the value of each share issued was calculated as 95% of the average volume-weighted share price for the 15 trading day period ending July 29, 2015. Based upon the common stock’s closing price on August 17, 2015, the common stock issued had a market value of approximately $9.5 million, ($3.58 per outstanding share at the time the dividend was paid) that resulted in a difference between the fixed rate semi-annual dividend and the value of shares issued of approximately $1.8 million, which was recorded as a reduction to preferred stock dividends in the accompanying condensed consolidated statement of operations.

(2)

For the year ended December 31, 2015, the Company paid a semi-annual dividend by issuing approximately 5.7 million shares of common stock. For purposes of the dividend payment, the value of each share issued was calculated as 95% of the average volume-weighted share price for the 15 trading day period ending April 28, 2015. Based upon the common stock’s closing price on May 15, 2015, the common stock issued had a market value of approximately $6.7 million, ($2.23 per outstanding share at the time the dividend was paid) that resulted in a difference between the fixed rate semi-annual dividend and the value of shares issued of approximately $3.8 million, which was recorded as a reduction to preferred stock dividends in the accompanying condensed consolidated statement of operations.


(3)	In the third quarter of 2015, the Company announced the suspension of payment of the semi-annual dividend on shares of its 7.0% convertible perpetual preferred stock.


(4)	The final dividend payment for the 6.0% convertible preferred stock was made during 2014.

Paid and unpaid dividends included in the calculation of (loss applicable) income available to the Company’s common stockholders and the Company’s basic (loss) earnings per share calculation for the years ended December 31, 2015, 2014 and 2013 are presented in the accompanying condensed consolidated statements of operations.

See Note 20 for discussion of the Company’s (loss) earnings per share calculation.

Common Stock

In June 2015, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation, to increase the number of shares of capital stock the Company is authorized to issue from 850.0 million (800.0 million shares of common stock and 50.0 million shares of preferred stock), par value $0.001 to 1.85 billion (1.80 billion shares of common stock and 50.0 million shares of preferred stock), par value $0.001.

The following table presents information regarding the Company’s common stock (in thousands):



	December 31,
	2015	2014
Shares authorized	1,800,000	800,000
Shares outstanding at end of period	633,471	484,819
Shares held in treasury	2,113	1,113

Redemption of Senior Unsecured Notes. During the year ended December 31, 2015, the Company issued approximately 28.0 million shares of common stock in exchange for $50.0 million in Senior Unsecured Notes. See Note 12 for additional discussion of the redemption of Senior Unsecured Notes.

Conversions of Convertible Senior Unsecured Notes. During the year ended December 31, 2015, the Company issued approximately 92.8 million shares of common stock upon the exercise of conversion options by holders of approximately $255.3 million in par value of the Convertible Senior Unsecured Notes. The Company recorded the issuance of common shares at fair value on the various dates the exchanges occurred. See Note 12 for additional discussion of the Convertible Senior Unsecured Notes transactions.

Stock Repurchase Program. In 2014, the Company’s Board of Directors approved a share repurchase program under which the Company can repurchase up to $200.0 million of the Company’s common stock. Under the program’s terms, shares may be repurchased on the open market, through privately negotiated transactions such as block trades, or by other means as determined by the Company’s management and in accordance with the requirements of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, and other conditions. There is no fixed termination date for this repurchase program, and the repurchase program may be suspended or discontinued at any time. Payment for shares repurchased under the program will be funded using the Company's working capital. During the year ended December 31, 2014, 27.4 million shares totaling $111.3 million, net of $0.5 million in broker fees and commissions, were repurchased under the program at prices equivalent to the then current market price and immediately retired. As the Company had an accumulated deficit balance, the excess of the repurchase price over the par value was fully applied to additional paid-in capital.

Stockholder Rights Plan. On November 19, 2012, the Company’s Board adopted a stockholder rights plan pursuant to which the Board authorized and declared to stockholders of record on November 29, 2012 a dividend of one preferred share purchase right (the “Right”) for each outstanding share of common stock. Effective April 29, 2013, at the direction of the Board, the Company amended a stockholder rights plan, adopted in the fourth quarter of 2012, to accelerate the expiration date of the Rights to April 29, 2013, resulting in the termination of the stockholder rights plan.

See Note 17 for discussion of the Company’s share-based compensation.

Treasury Stock

The Company makes required statutory tax payments on behalf of employees when their restricted stock awards vest and then withholds a number of vested shares of common stock having a value on the date of vesting equal to the tax obligation. The following table shows the number of shares withheld for taxes and the associated value of those shares for the years ended December 31, 2015, 2014 and 2013. These shares were accounted for as treasury stock when withheld, and then immediately retired.



	Year Ended December 31,
	2015		2014		2013
	(In thousands)
Number of shares withheld for taxes	1,872		1,034		5,679
Value of shares withheld for taxes	$	2,428	$	6,373	$	30,126

Shares of Company common stock held as assets in a trust for the Company’s non-qualified deferred compensation plan are accounted for as treasury shares. These shares are not included as outstanding shares of common stock for accounting purposes. For corporate purposes, including for the purpose of voting at Company stockholder meetings, these shares are considered outstanding and have voting rights, which are exercised by the Company.

Stockholder Receivable

The Company is party to a settlement agreement relating to a third-party claim against its former CEO under Section 16(b) of the Securities Exchange Act of 1934, as amended. Based on the nature of the settlement as well as the former CEO’s position as an officer of the Company at the time of the settlement, the receivable related to this settlement is classified as a component of additional paid-in capital in the accompanying consolidated balance sheets. The remaining amount receivable under the agreement as of December 31, 2015 and 2014 was $1.3 million and $2.5 million, respectively.