Annual report pursuant to Section 13 and 15(d)

Equity

v3.23.1
Equity
12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Equity

8. EQUITY

As described in “Note 1 - Organization and Description of Business”, we completed our IPO on May 17, 2022. The types of equity we are authorized to issue and the related rights and preferences are summarized below.

Preferred Stock

The Company is authorized to issue 50.0 million shares of preferred stock, $0.01 par value per share. As of December 31, 2022, there were no shares of preferred stock issued and outstanding. If issued, each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

Class A Common Stock

The Company is authorized to issue 600.0 million shares of Class A Common Stock, $0.01 par value per share. As of December 31, 2022, there were 54.0 million shares of Class A Common Stock issued and outstanding.

Class B Common Stock

The Company is authorized to issue 400.0 million shares of Class B Common Stock, $0.01 par value per share. As of December 31, 2022, there were 104.2 million shares of Class B Common Stock issued and outstanding. Each share of Class B Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. We do not intend to list the Class B Common Stock on any exchange.

Best Flow Noncontrolling Interests

In December 2021, the Company entered into an agreement with Eagleton Venture, Inc. (“Eagleton”) to purchase Eagleton’s approximate 15% interest in Best Flow for a purchase price of $3.9 million, which we paid in cash, during the three months ended March 31, 2022.