Green Dot 2015 Annual Report Download - page 86

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Note 11—Stockholders’ Equity (continued)
We are not obligated under the Registration Rights Agreement to transfer consideration, whether in cash, equity
instruments, or adjustments to the terms of the financial instruments that are subject to the registration payment
arrangement, to the investors, if the registration statement is not declared effective within the specified time or if
effectiveness of the registration statement is not maintained.
The Registration Rights Agreement expired pursuant to its terms in July 2015.
Registration Rights Agreement dated as of October 23, 2014
We are party to a Registration Rights Agreement, dated as of October 23, 2014, with certain persons listed on
Exhibit A thereto (the “New Registration Rights Agreement”), which we entered into in connection with our acquisition
of TPG. The terms of the New Registration Rights Agreement grant the selling stockholders (and their successors and
permitted assigns who hold shares of our Class A common stock in accordance with the New Registration Rights
Agreement) certain rights with respect to the registration of their shares under the Securities Act. We were required to
file a Form S-3 shelf registration statement to register the shares of Class A common stock issued in the acquisition
of TPG as soon as reasonably practicable after the closing of the acquisition and to cause the registration statement
to be declared effective within 75 days of the closing of the merger. We filed the Form S-3 registration statement with
the SEC on December 12, 2014. Subject to certain exceptions, we must keep the Form S-3 registration statement
continuously effective until the earlier of (x) the date following the second anniversary of the closing of the acquisition
on which there remain fewer than 1,840,001 registrable securities (i.e., approximately 30% of the aggregate shares
of our common stock issued in the acquisition) and (y) the 30 month anniversary of the acquisition closing.
The New Registration Rights Agreement grants holders holding at least $30 million of registrable securities the
right to cause us to effect up to two underwritten offerings under the Form S-3 registration statement of, in each case,
registrable securities having an aggregate offering price of at least $30 million. The foregoing registration rights are
subject to various conditions and limitations, including the right of underwriters of an offering to limit the number of
registrable securities that may be included in an offering. The registration rights under the New Registration Rights
Agreement will terminate as to any particular shares on the date on which the holder sells such shares to the public
in a registered offering or pursuant to Rule 144 under the Securities Act. We will generally pay all expenses, other than
underwriting discounts and commissions, transfer taxes and the fees and disbursements of more than one counsel
for the selling stockholders, incurred in connection with the registration described above.
Refer to Note 3 — Business Acquisitions for additional information regarding our acquisition of TPG.
Comprehensive Income
The tax impact on unrealized losses on investment securities available-for-sale for the years ended December 31,
2015, 2014 and 2013 was approximately $0.3 million, $0.0 million and $0.1 million, respectively.
Stock Repurchase Program
In June 2015, our Board of Directors authorized a repurchase of shares of our Class A Common Stock in an amount
up to $150 million under a stock repurchase program ("Repurchase Program") with no expiration date. The Repurchase
Program may be carried out at the direction of management, subject to the limitations set forth in Rule 10b-18 of the
Securities Exchange Act of 1934 ("Exchange Act") and other legal requirements, and any further limitations that may
be established by the Board of Directors. Repurchases may be made through open market purchases, block trades,
and in negotiated private transactions. The stock may be repurchased on an ongoing basis and will be subject to the
availability of stock, general market conditions, the trading price of the stock, alternative uses for capital and our financial
performance. As of December 31, 2015 we have repurchased $41.7 million of Class A Common Stock under the
Repurchase Program.
In September 2015, we entered into an accelerated share repurchase ("ASR") agreement with a financial institution
to repurchase shares of our common stock as part of our repurchase program. Under the ASR agreement, in exchange
for an up-front payment of $40 million, we received an initial delivery of approximately 1.8 million shares on September
4, 2015 based on the then current market price of our stock. The ASR agreement was accounted for in two separate
transactions: 1) a retirement of the initial shares received from the repurchase and 2) a forward stock purchase contract
indexed to our own stock for the unsettled portion of the ASR. We recorded treasury stock of $32 million, which reflects
the value of the initial shares received from the financial institution and an $8 million decrease to additional paid-in
capital, which reflects the implied value of the forward contract for the shares withheld by the financial institution. The
ASR met all of the applicable criteria for equity classification, and therefore were not accounted for as derivative