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Subsequent Events (Notes) | 3 Months Ended
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Mar. 31, 2018
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(12) | Subsequent Events
Stock Split On April 12, 2018, the Company effected a 3,022,259.23 to one stock split of the Company's then outstanding common stock. We have retroactively applied this split to all share presentations, as well as "Net income (loss) per share" and "Income (loss) from continuing operations per share" calculations for the periods presented. Conditional dividend to selling stockholder On April 19, 2018, we declared a $160 million cash dividend payable to Brookfield, the sole pre-IPO stockholder. Payment of this dividend is conditioned upon (i) the Senior Secured First Lien Net Leverage Ratio (as defined in the 2018 Credit Agreement), as calculated based on our final financial results for the first quarter of 2018, being equal to or less than 1.75 to 1.00, (ii) no Default or Event of Default (as defined in the 2018 Credit Agreement) having occurred and continuing or that would result from the payment of the dividend and (iii) the payment occurring within 60 days from the dividend record date. Upon publication of this report, we expect these conditions will have been met, and we expect to pay the dividend on or around May 9, 2018. Although this dividend will be paid after the consummation of our initial public offering (“IPO”), it will be payable solely to the pre-IPO stockholder, as sole stockholder of the Company on the dividend record date, which was prior to the consummation of the IPO. Brookfield Promissory Note On April 19, 2018, we declared a dividend in the form of a $750 million promissory note (“Brookfield Promissory Note”) to the sole pre-IPO stockholder. The $750 million Brookfield Promissory Note is conditioned upon (i) the Senior Secured First Lien Net Leverage Ratio (as defined in the 2018 Credit Agreement), as calculated based on our final financial results for the first quarter of 2018, being equal to or less than 1.75 to 1.00, (ii) no Default or Event of Default (each as defined in the 2018 Credit Agreement) having occurred and continuing or that would result from the $750 million Brookfield Promissory Note and (iii) the satisfaction of the conditions occurring within 60 days from the dividend record date. Upon publication of this report, these conditions will have been met and, as a result, the Brookfield Promissory Note will be outstanding in the amount of $750 million. The Brookfield Promissory Note will mature eight years from the date of issuance and will bear interest at a rate equal to the Adjusted LIBO Rate (as defined in the Brookfield Promissory Note) plus an applicable margin equal to 4.50% per annum, with an additional 2.00% per annum starting from the third anniversary from the date of issuance. We will be permitted to make voluntary prepayments at any time without premium or penalty. All obligations under the Brookfield Promissory Note will be unsecured and guaranteed by all of our existing and future domestic wholly owned subsidiaries that guarantee, or are borrowers under, the Senior Secured Credit Facilities. No funds will be lent or otherwise contributed to us by the selling stockholder in connection with the Brookfield Promissory Note. As a result, we will receive no consideration in connection with its issuance. We plan to explore opportunities to refinance it with debt securities or other long‑term debt to the extent available on attractive terms. However, there can be no assurance that we will be able to refinance the Brookfield Promissory Note on commercially reasonable terms in the near term or at all. In addition, there can be no assurance that the terms of any such refinancing indebtedness (including the interest rate) will be as or more favorable to us as the corresponding terms under the Brookfield Promissory Note. Initial Public Offering On April 23, 2018, we completed our IPO of 35,000,000 shares of our common stock at a price of $15 per share. This offering represented a sale of 11.6% of our sole pre-IPO stockholder's ownership in the Company. The Company did not receive any proceeds related to the offering. We incurred $3.2 million of legal, accounting, printing and other fees associated with this offering through March 31, 2018 and expect to incur additional costs in the second quarter associated with the completion of the IPO. On April 26, 2018, we closed the sale of an additional 3,097,525 shares of common stock at a price to the public of $15 per share from the pre-IPO stockholder, as a result of the partial exercise by the underwriters in our IPO of their overallotment option. After giving effect to the partial exercise of the overallotment option, the total number of shares of common stock sold by the pre-IPO stockholder is 38,097,525. Tax Receivable Agreement On April 23, 2018 the Company entered into a tax receivable agreement (the "TRA") that provides Brookfield, as the sole pre-IPO stockholder, the right to receive future payments from us for 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our IPO, including certain federal net operating losses ("NOLs"), previously taxed income under Section 959 of the Code, foreign tax credits, and certain NOLs in Swissco (collectively, the "Pre‑IPO Tax Assets"). In addition, we will pay interest on the payments we will make to Brookfield with respect to the amount of these cash savings from the due date (without extensions) of our tax return where we realize these savings to the payment date at a rate equal to LIBOR plus 1.00% per annum. The term of the TRA commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments. The liability to be recognized on the date we enter into the TRA , if any, will be recorded as a dividend (i.e., a charge to retained earnings) and will be based on 85% of the most probable amount of utilization of the Pre-IPO Tax Assets. Subsequent revisions of the utility of the Pre-IPO Tax Assets will impact the TRA liability. Changes in the utility of these Pre-IPO Tax Assets will be recorded in income tax expense (benefit) and any change in the obligation under the TRA will be recorded in other income (expense). Any payments made by us to Brookfield under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us. Registration Rights Agreement On April 23, 2018, the Company entered into a registration rights agreement (the "Registration Rights Agreement"). The Registration Rights Agreement provides Brookfield with certain demand registration rights, including shelf registration rights, in respect of any shares of the Company's common stock or any of the Company's debt securities held by Brookfield, subject to certain conditions and limitations. Brookfield will be entitled to a limited number of demand registrations. In addition, in the event that we register additional shares of common stock or debt securities for sale to the public, we will be required to give notice to Brookfield of our intention to effect such a registration, and, subject to certain limitations, include any shares of common stock or debt securities requested to be included in such registration held by Brookfield. We will be required to bear the registration expenses, other than underwriting discounts and commissions, associated with any registration of shares of common stock or debt securities pursuant to the Registration Rights Agreement. The agreement includes customary indemnification provisions in favor of Brookfield, its affiliates, directors and officers against certain losses and liabilities (including reasonable legal expenses) resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which the Brookfield sells shares of the Company's common stock or the Company's debt securities, unless such liability arose from Brookfield’s misstatement or omission and Brookfield has agreed to indemnify us against losses caused by its misstatements or omissions, subject to certain limitations. Stockholder Rights Agreement On April 23, 2018, the Company entered into a stockholder's rights agreement (the "Stockholder Rights Agreement") with Brookfield. Under the Stockholder Rights Agreement, for so long as Brookfield owns or controls at least 25% of the Company's outstanding common stock, Brookfield will have the right to nominate the higher of 37.5% of the members of the board of directors and three members of the board of directors. Brookfield will also have the right to select the chairman of the board of directors. In the event Brookfield owns or controls less than 25% of the Company, the Brookfield directors will promptly tender their resignations. The board of directors (excluding the Brookfield directors) will have the option, but not the obligation, to accept the Brookfield directors’ resignations. If the board of directors (excluding the Brookfield directors) votes to accept these resignations, the Brookfield directors will cease to be members of the board of directors. If the board of directors (excluding the Brookfield directors) votes not to accept these resignations, the directors will continue to serve as members of the board of directors until the next annual meeting of our stockholders, regardless of the time remaining in their respective terms of office. The Stockholder Rights Agreement provides that the initial board members designated by Brookfield are Denis A. Turcotte, Ron A. Bloom and Jeffrey C. Dutton. Dividend Declaration The Board has declared a dividend of $0.0645 per share, payable on June 29, 2018. The dividend represents a prorated quarterly dividend of $0.085 (or $0.34 per annum) per share of our common stock from the date of our initial public offering, April 23, 2018, to June 30th, 2018. The prorated dividend will be payable to stockholders of record as of the close of business on May 31, 2018.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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