Stockholders' Equity |
12 Months Ended |
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Dec. 31, 2022 | |
| Stockholders' Equity | 听 |
| Stockholders' Equity |
(9) Stockholders' Equity Preferred Stock On September 14, 2020, jvid视频 issued its 8.0% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (鈥淧referred Stock鈥). There were听13,500,000听shares of Preferred Stock authorized and听12,673,216听shares, and 12,627,657听shares and听听at December 31, 2022 and 2021, respectively.听
Priority.听The Preferred Stock ranks senior to the shares of common stock of jvid视频, with respect to dividend rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of jvid视频鈥檚 affairs. Shares of Preferred Stock are not convertible into shares of common stock of jvid视频.
Dividends.听Holders of the Preferred Stock are entitled to receive quarterly cash dividends at a rate of听8.0%听per annum听of the liquidation price (as described below)听on a cumulative basis, during the term. If declared, accrued dividends will be payable quarterly on each dividend payment date, beginning December 15, 2020 and thereafter on each March听15, June 15, September 15, and December 15 during the term (or, if such date is not a business day, the next business day after such date). If jvid视频 fails to pay dividends or听the applicable redemption price with respect to any redemption within 30 days听after the applicable dividend payment or redemption date, the dividend rate will increase as provided by the Certificate of Designations for the Preferred Stock (the 鈥淐ertificate of Designations鈥). Accrued dividends that are not paid within听30 days听after the applicable dividend payment date will be added to the liquidation price until paid together with all dividends accrued thereon.
The ability of jvid视频 to declare or pay any dividend on, or purchase, redeem, or otherwise acquire, any of its common stock or any other stock ranking on parity with the Preferred Stock will be subject to restrictions if jvid视频 does not pay all dividends and all redemption payments on the Preferred Stock, subject to certain exceptions as set forth in the Certificate of Designations.
During the years ended December 31, 2022 and 2021, the Company declared and paid four quarterly cash dividends, each for $2.00 per share to stockholders of record of the Preferred Stock. 听On February 16, 2023, the Company declared a quarterly cash dividend of $2.00 per share, which will be payable in cash on March 15, 2023 to stockholders of record of the Preferred Stock at the close of business on February 28, 2023.
Distributions upon Liquidation, Dissolution or Winding Up.听Upon jvid视频鈥檚听liquidation, winding-up or dissolution, each holder of听shares of the Preferred Stock will be entitled to receive, before any distribution is made to the holders of jvid视频 common stock, an amount equal to the liquidation price plus all unpaid dividends (whether or not declared) accrued from the immediately preceding dividend payment date, subject to the prior payment of liabilities owed to jvid视频鈥檚 creditors and the preferential amounts to which any stock senior to the Preferred Stock is entitled.听The Preferred Stock has a liquidation price equal to the sum of (i)听$100, plus (ii) all accrued and unpaid dividends (whether or not declared) that have been added to the liquidation price.
Mandatory and Optional Redemption.听The Preferred Stock is subject to mandatory redemption on March 15, 2031听at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date.听On or after the fifth anniversary of September 14, 2020 (the 鈥淥riginal Issue Date鈥), jvid视频 may redeem all or a portion of the outstanding shares of Preferred Stock, at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date plus, if the redemption is (x) on or after the fifth anniversary of the Original Issue Date but prior to its sixth anniversary,听4.00%听of the liquidation price, (y) on or after the sixth anniversary of the Original Issue Date but prior to its seventh anniversary,听2.00%听of the liquidation price and (z) on or after the seventh anniversary of the Original Issue Date,听zero. Both mandatory and optional redemptions must be paid in cash.
Voting Power.听Holders of the Preferred Stock will not have any voting rights or powers, except as specified in the Certificate of Designations or as required by Delaware law.
Preferred Stock Directors.听So long as the aggregate liquidation price of the outstanding shares of Preferred Stock exceeds听25%听of the aggregate liquidation price of the shares of Preferred Stock issued on the Original Issue Date, holders of Preferred Stock will have certain director election rights as described in the Certificate of Designations whenever dividends on shares of Preferred Stock have not been declared and paid for听two听consecutive dividend periods and whenever jvid视频 fails to pay the applicable redemption price in full with respect to any redemption of the Preferred Stock or fails to make a payment with respect to the Preferred Stock in connection with a liquidation or Extraordinary Transactions (as defined in the Certificate of Designations).
Recognition. As the Preferred Stock is subject to unconditional mandatory redemption in cash and was issued in the form of a share, the Company concluded the Preferred Stock was a mandatorily redeemable financial instrument and should be classified as a liability in the consolidated balance sheets. 听The Preferred Stock was initially recorded at its fair value, which was determined to be the liquidation preference of听$100听per share. 听Given the liability classification of the Preferred Stock, all dividends accrued are classified as interest expense in the consolidated statements of operations. The fair value of the Preferred Stock (level 1) was $434 million as of December 31, 2022.
Common Stock Series A jvid视频 common stock has one vote per share, and Series B jvid视频 common stock has ten votes per share. 听Each share of the Series B common stock is exchangeable at the option of the holder for one share of Series A common stock of the same group. 听The Series A and Series B common stock participate on an equal basis with respect to dividends and distributions. At the Annual Meeting of Stockholders held on June 2, 2015, the Company鈥檚 stockholders approved an amendment to the Restated Certificate of Incorporation that increased (i) the total number of shares of the Company鈥檚 capital stock which the Company will have the authority to issue to 9,015 million shares, (ii) the number of shares of the Company鈥檚 capital stock designated as 鈥淐ommon Stock鈥 to 8,965 million shares and (iii) the number of shares of Common Stock designated as 鈥淪eries A Liberty Ventures Common Stock,鈥 鈥淪eries B Liberty Ventures Common Stock鈥 and 鈥淪eries C Liberty Ventures Common Stock鈥 to 400 million shares, 15 million shares and 400 million shares, respectively. At the Annual Meeting of Stockholders held on May 23, 2018, the Company鈥檚 stockholders approved an amendment to the Restated Certificate of Incorporation, which (i) eliminated the tracking stock capitalization structure of the Company and (ii) reclassified each outstanding share of Series A and Series B QVC Group common stock into one share of our Series A and Series B common stock, respectively. 听In addition, the amendment to the Restated Certificate of Incorporation changed (i) the total number of shares of the Company鈥檚 capital stock which the Company will have the authority to issue to 8,200 million shares, (ii) the number of shares of the Company鈥檚 capital stock designated as 鈥淐ommon Stock鈥 to 8,150 million shares, (iii) the number of shares of Common Stock designated as 鈥淪eries A Common Stock,鈥 鈥淪eries B Common Stock鈥 and 鈥淪eries C Common Stock鈥 to 4,000 million shares, 150 million shares and 4,000 million shares, respectively, and (iv) the number of shares of the Company鈥檚 capital stock designated as 鈥淧referred Stock鈥 to 50 million shares. As of December听31, 2022, jvid视频 reserved for issuance upon exercise of outstanding stock options approximately 32.9 million shares of Series A jvid视频 common stock and approximately 2.2 million shares of Series B jvid视频 common stock. In addition to the Series听A and Series听B jvid视频 common stock, there are 4 billion shares of Series听C jvid视频 common stock authorized for issuance, respectively. As of December听31, 2022, no shares of any Series听C jvid视频 common stock were issued or . Purchases of Common Stock During the years ended December听31, 2021 and 2020, the Company repurchased 41,153,205 and 6,521,782 shares of Series A jvid视频 common stock, respectively, for aggregate cash consideration of $435 million and $70 million, respectively. There were no shares of Series A jvid视频 common stock repurchased during the year ended December 31, 2022. All of the foregoing shares were repurchased pursuant to a previously announced share repurchase program and have been retired and returned to the status of authorized and available for issuance. |