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Stockholder Equity and Noncontrolling Interest

12 Months Ended

Dec. 31, 2021

Stockholder Equity and Noncontrolling Interest

NOTE 7: Stockholder Equity and Noncontrolling Interest

Stockholder Equity

On July 27, 2021, we entered into an underwriting agreement with Barclays Capital Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (collectively, the “Underwriters”), BMO Capital Markets Corp., in its capacity as agent (in such capacity, the “Forward Seller”) for Bank of Montreal, as forward counterparty (the “Forward Counterparty”) related to the offering of an aggregate of 16,100,000 shares of our common stock at a price to the Underwriters of $17.04 per share consisting of 16,100,000 shares of common stock offered by the Forward Seller in connection with the forward sale agreements described below (inclusive of 2,100,000 shares offered pursuant to the Underwriters’ option to purchase additional shares, which was exercised in full).

In connection with the offering, we also entered into two forward sale agreements. The first forward sale agreement (the “Initial Forward Sale Agreement”), dated July 27, 2021, with the Forward Seller and Forward Counterparty, and the second forward sale agreement (the “Additional Forward Sale Agreement”, together with the Initial Forward Sale Agreement, the “Forward Sale Agreements”), dated July 29, 2021, with the Forward Seller and the Forward Counterparty. In connection with the Forward Sale Agreements, the Forward Seller borrowed from third parties and sold to the Underwriters an aggregate of 16,100,000 shares of our common stock that was sold in the offering. On December 14, 2021, the forward sale transactions were all physically settled and we issued 16,100,000 shares of common stock for a total of $271,820 in net proceeds.

On November 13, 2020, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock having an aggregate offering price of up to $150,000 (the “ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Under the ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis. During the fourth quarter of 2020 and the first half of 2021, we sold 2,932,000 shares on a forward basis under the ATM program. On June 29, 2021, the forward sale transactions were all physically settled and we issued 2,932,000 shares of common stock for a total of $41,671 in net proceeds. On November 1, 2021, we entered into a forward sale transaction under the ATM Program for the forward sale of 1,000,000 shares of our common stock that have not yet been settled. Subject to our right to elect net share settlement, we expect to physically settle the forward sale transaction by the maturity date (December 15, 2022) set forth in the forward sale transaction placement notice. Assuming the forward sales transaction is physically settled in full utilizing the December 31, 2021 forward sale price of $23.78 per share, net of sales commissions, we expect to receive net proceeds of approximately $23,780, subject to adjustment in accordance with the forward sale transaction.

We evaluated the accounting for the forward sale transactions under FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. As the forward sale transactions are considered indexed to our own equity and since they meet the equity classification conditions in ASC 815-40-25, the forward sale transactions have been classified as equity.

We filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland to increase the number of authorized shares of common stock, $0.01 par value, from 300,000,000 shares to 500,000,000 shares, effective July 27, 2021. The Articles of Amendment did not increase the number of authorized shares of preferred stock, $0.01 par value, which remains at 50,000,000.

On February 20, 2020, we entered into an underwriting agreement with KeyBanc Capital Markets Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (collectively, the “2020 Underwriters”), BMO Capital Markets Corp. (the “2020 Forward Seller”), and Bank of Montreal (the “2020 Forward Counterparty”) relating to the offering of an aggregate of 10,350,000 shares of our common stock at a price to the 2020 Underwriters of $14.688 per share, consisting of 10,350,000 shares of our common stock offered by the 2020 Forward Seller in connection with the forward sale agreements described below (including 1,350,000 shares of our common stock offered pursuant to the 2020 Underwriters’ option to purchase additional shares of our common stock, which was exercised in full). We completed the offering on February 24, 2020. We did not initially receive any proceeds from the sale of our common stock by the 2020 Forward Seller.

In connection with the offering, we also entered into two forward sale agreements, the first forward sale agreement (the “Initial Forward Sale Agreement”), dated February 20, 2020, with the 2020 Forward Seller and the 2020 Forward Counterparty, and the second forward sale agreement (the “Additional Forward Sale Agreement”, together with the Initial Forward Sale Agreement, the “2020 Forward Sale Agreements”), dated February 20, 2020, with the 2020 Forward Seller and the 2020 Forward Counterparty. In connection with the 2020 Forward Sale Agreements, the 2020 Forward Seller or its affiliate borrowed from third parties and sold to the 2020 Underwriters an aggregate of 10,350,000 shares of our common stock that was sold in the offering. On March 31, 2020, we physically settled $50,000 under the 2020 Forward Sale Agreements by issuing 3,406,000 shares of our common stock. On December 28, 2020, we settled $98,775 by issuing the remaining 6,944,000 shares of our common stock.

We evaluated the accounting for forward sale agreements under FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. As the Forward Sale Agreements are considered indexed to our own equity and since they meet the equity classification conditions in ASC 815, the Forward Sale Agreements have been classified as equity.

Our board of directors declared the following dividends in 2021:

Quarter	Declaration Date	Record Date	Payment Date	Dividend Declared Per Share
First quarter 2021	March 15, 2021	April 2, 2021	April 23, 2021	$	0.12
Second quarter 2021	June 14, 2021	July 2, 2021	July 23, 2021	$	0.12
Third quarter 2021	September 13, 2021	October 1, 2021	October 22, 2021	$	0.12
Fourth quarter 2021	December 2, 2021	December 15, 2021	January 14, 2022	$	0.10
Fourth quarter 2021	December 2, 2021	December 30, 2021	January 21, 2022	$	0.02

Our board of directors declared the following dividends in 2020:

Quarter	Declaration Date	Record Date	Payment Date	Dividend Declared Per Share
First quarter 2020	March 16, 2020	April 2, 2020	April 24, 2020	$	0.18
Second quarter 2020	June 15, 2020	July 2, 2020	July 24, 2020	$	0.12
Third quarter 2020	September 15, 2020	October 2, 2020	October 23, 2020	$	0.12
Fourth quarter 2020	December 14, 2020	December 30, 2020	January 22, 2021	$	0.12

Noncontrolling Interest

During 2021, we issued 6,429,481 IROP units in connection with the STAR Merger. Also during 2021, holders of IROP units exchanged 122,154 units for 122,154 shares of our common stock. As of December 31, 2021, 6,981,841 IROP units held by unaffiliated third parties were outstanding.

During 2020, holders of IROP units exchanged 196,974 units for 196,974 shares of our common stock. As of December 31, 2020, 674,517 IROP units held by unaffiliated third parties were outstanding.

Our board of directors declared the following distributions on our operating partnership’s LP units during 2021:

Quarter	Declaration Date	Record Date	Payment Date	Dividend Declared Per Unit
First quarter 2021	March 15, 2021	April 2, 2021	April 23, 2021	$	0.12
Second quarter 2021	June 14, 2021	July 2, 2021	July 23, 2021	$	0.12
Third quarter 2021	September 13, 2021	October 1, 2021	October 22, 2021	$	0.12
Fourth quarter 2021	December 2, 2021	December 15, 2021	January 14, 2022	$	0.10
Fourth quarter 2021	December 2, 2021	December 30, 2021	January 21, 2022	$	0.02

Our board of directors declared the following distributions on our operating partnership’s LP units during 2020:

Quarter	Declaration Date	Record Date	Payment Date	Dividend Declared Per Share
First quarter 2020	March 16, 2020	April 2, 2020	April 24, 2020	$	0.18
Second quarter 2020	June 15, 2020	July 2, 2020	July 24, 2020	$	0.12
Third quarter 2020	September 15, 2020	October 2, 2020	October 23, 2020	$	0.12
Fourth quarter 2020	December 14, 2020	December 30, 2020	January 22, 2021	$	0.12

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details