Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.19.3
Stockholders' Equity
9 Months Ended
Sep. 30, 2019
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock. The Board has designated 2,000,000 of those shares as "Series A Preferred Stock." At September 30, 2019 and December 31, 2018, a total of 2,000,000 shares of Series A Preferred Stock were issued and outstanding. Shares of preferred stock have no voting rights, except in respect of any amendment to the Company's Certificate of Incorporation, as amended, that would alter or change their rights or privileges. Each share of Series A Preferred Stock is convertible into one share of the Company's common stock at the option of the holders until December 31, 2020. All outstanding shares of Series A Preferred Stock will be automatically converted into shares of the Company's common stock on a one-for-one basis (i) in the event of a change of control of the Company or (ii) on December 31, 2020 (which may be extended by the Board for three additional years).
As holders of the Series A Preferred Stock, the Founder Entities are entitled to receive dividends in the form of shares of the Company's common stock. The dividend amount is calculated based on the appreciated stock price compared to the highest dividend price previously used in calculating the Series A Preferred Stock dividends, which is currently $22.85 per share.
Non-Controlling Interest
In connection with the MacDermid Acquisition, approximately $97.5 million was raised in new equity consisting of 8,774,527 shares of common stock of PDH. The shares of common stock of PDH were recorded in the Condensed Consolidated Balance Sheets as "Non-controlling interests." On March 29, 2019, the Company completed the merger of PDH with and into Element Solutions, with Element Solutions continuing as the surviving entity. As a result of this merger and without any action on the part of the Retaining Holders, each share of common stock of PDH outstanding at March 29, 2019 was converted into the right to receive one share of the Company's common stock, and all shares of common stock of PDH were subsequently converted.
As a result of the merger, there was no allocation of net income to the Retaining Holders for the three months ended September 30, 2019. For the three months ended September 30, 2018, approximately $2.0 million of net income had been allocated to the Retaining Holders, as included in the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2019 and 2018, approximately $0.5 million and $2.6 million, respectively, of net income had been allocated to the Retaining Holders, as included in the Condensed Consolidated Statements of Operations.
Repurchases of Common Stock
On February 8, 2019, as part of the Company's previously-announced $750 million share repurchase program, the Company repurchased 37 million shares of its common stock for a per share purchase price of $11.72, the last sale price reported for the Company's shares as of the 4 pm close of trading on the NYSE on Friday, February 1, 2019, or an aggregate purchase price of $434 million. These repurchased shares, which represented approximately 13% of the Company's then outstanding common stock, were retired on the repurchase date. The repurchase was funded from cash on hand and borrowings under the New Credit Agreement.
During the three months ended September 30, 2019, the Company repurchased approximately 5.6 million shares of its common stock under the share repurchase program for approximately $51.0 million, at an average price of $9.06 per share. During the period from April 1, 2019 through September 30, 2019, the Company repurchased approximately 6.8 million shares of its common stock under the share repurchase program for approximately $62.5 million, at an average price of $9.20 per share. The repurchases were allocated to treasury shares and were funded from cash on hand.The remaining authorization under the share repurchase program was approximately $254 million at September 30, 2019.