Quarterly report pursuant to Section 13 or 15(d)

Redeemable Preferred Units

v3.21.2
Redeemable Preferred Units
6 Months Ended
Jun. 30, 2021
Equity [Abstract]  
Redeemable Preferred Units
10. Redeemable Preferred Units
RSG has 260,000,000 redeemable preferred units issued and outstanding as of June 30, 2021, which remains unchanged from December 31, 2020. In 2020, the Company issued 110,000,000 redeemable preferred units and 10,124,000 Class B
common units 
to Onex for an aggregate purchase price of $110.0
 million
. The redeemable preferred units of 150,000,000
issued in 2018 and
 
110,000,000
units issued in 2020
accrue dividends at a quarterly compounding rate of
8
% and
10
% per annum, respectively. All
260,000,000
outstanding redeemable preferred units have put and call redemption features. The redeemable preferred units have certain anti-dilution rights and are subject to certain restrictions and liquidation preferences per the Fifth Amended and Restated Limited Liability Company Agreement (“5
th
LLC Operating Agreement”). Limited voting rights are collective among the redeemable preferred units based on their economic rights in a liquidation.
RSG has the option, but not the requirement, to repurchase up to 100% of the 260,000,000 redeemable preferred units issued to Onex at any time. If the option is exercised before the fifth anniversary of each issuance, the redemption price would be subject to a make-whole provision set forth in the terms of the Onex Purchase Agreement. Onex has the right to cause the Company to repurchase up to 100
% of the redeemable preferred units after the tenth anniversary of each issuance for any unpaid preferred return and unreturned capital, or in the event that the Company completes a capital raise (“Capital Raise Transaction”) of at least $
100.0
million
from an independent third-party investor. Where Onex requires the Company to repurchase the redeemable preferred units prior to the fifth anniversary of each issuance as a result of a Capital Raise Transaction, the redemption price would be subject to a make-whole provision set forth in the terms of the Onex Purchase Agreement.
The Onex Purchase Agreement requires a redemption (“Mandatory Redemption”) of the redeemable preferred units upon the occurrence of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Company’s 5th LLC Operating Agreement. Where a Mandatory Redemption is required prior to the fifth anniversary of an issuance, the redemption price would be subject to a make-whole provision set forth in the terms of the Onex Purchase Agreement. In the event that the Company is required to repurchase the redeemable preferred units after the tenth anniversary of an issuance as a result of a Capital Raise Transaction, or as the result of a Mandatory Redemption, and the Company is unable to repurchase the redeemable preferred units within six months, various contingent preferred yield features will be triggered.
The Company determined that the Mandatory Redemption opti
o
n exercisable upon the occurrence of a Realization Event or completion of a Capital Raise Transaction must be accounted for separately from the redeemable preferred units as a derivative liability in accordance with ASC 815
Derivatives and Hedging
. These embedded derivatives, are accounted for on a combined basis separately from the redeemable preferred units and recorded at fair value.
Since the put option exercisable after the tenth anniversary of the issuance is at the option of the holder, but is not mandatorily redeemable, the redeemable preferred units are classified as mezzanine equity and were initially recognized at relative fair value. The fair value of the 2020 issuance was recorded as the proceeds on the date of issuance, $110.0
 
million, less the relative fair value allocated to the Class B common units
of
$10.7
 
m
illion
, issuance costs of $0.2
 million
, and $0.8
million
assigned to the embedded derivative liability at the date of issuance resulting in an adjusted initial value of $98.4
 million
. The fair value of the 2018 issuance was recorded as the proceeds on the date of issuance, $175.0
 million
, less the relative fair value allocated to the Class B
common units of
$36.2
 million
, issuance costs of $0.1
 million
, and $0.9
million
assigned to the embedded derivative liability at the date of issuance resulting in an adjusted initial value of $137.7
 million
.
The difference between the redemption value of the redeemable preferred units and the carrying value is being accreted over the period from the date of issuance through September 1, 2030 and June 1, 2028 for the 2020 and 2018 issuances, respectively, using the effective interest method. The accretion is treated as a deemed dividend and is recorded as a charge to retained earnings. The cumulative accretion as of June 30, 2021 and December 31, 2020 was $4.8
million
and $3.6
 million
, respectively, resulting in adjusted redeemable preferred unit carrying values of $240.8
million
and $239.6
 million
, respectively. Dividend payments on the redeemable preferred units may be accrued and deferred at the option of the Board of Directors. Unpaid preferred dividends of $14.5
million
and $9.5
mi
llion
were recorded in Accounts payable and accrued liabilities as of June 30, 2021 and December 31, 2020, respectively. RSG paid $7.0
million
and $6.4
million
of preferred dividends inclusive of state tax payments and distributions to Onex in the six months ended June 30, 2021 and the year ended December 31, 2020, respectively.
The fair value of the redeemable preferred unit yield make-whole provisions was $51.0
million
and $30.4
million
at June 30, 2021 and December 31, 2020, respectively. Refer to Note 13,
Fair Value Measurements.