Annual report pursuant to Section 13 and 15(d)

Equity

v3.20.4
Equity
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Equity Equity
Dividends and Distributions
Our board of directors declared the following dividends in 2019 and 2020:
Announced Date Record Date   Pay Date Amount per share
2/21/2019 4/3/2019 4/11/2019 $ 0.335 
6/6/2019 7/5/2019 7/12/2019 0.335 
9/12/2019 10/3/2019 10/10/2019 0.335 
12/13/2019 12/26/2019
(1)
 1/10/2020 0.335 
2/20/2020 4/2/2020 4/10/2020 0.340 
6/5/2020 7/2/2020 7/9/2020 0.340 
8/6/2020 10/2/2020 10/9/2020 0.340 
11/5/2020 12/28/2020
(1)
 1/8/2021 0.340 
(1)These dividends are treated as distributions in the following year for tax purposes.
Equity Offerings
We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants
and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings or sales, to or through a market maker or into an existing trading market on an exchange or otherwise. We completed the following public offerings (including ATM issuances) of our common stock in 2019 and 2020:
Date/Period Common Stock
Offerings		 Shares
Issued		 Price
Per Share
Net
Proceeds (1)
    (amounts in millions, except per share amounts)
1/3/2019
(2)
 Public Offering 0.465  $ 21.60 
(3)
 $ 9 
Q1 2019 ATM 1.603  23.39 
(4)
 37 
Q2 2019 ATM 1.926  26.33 
(4)
 50 
Q4 2019 ATM 1.405  30.00 
(4)
 42 
Q1 2020 ATM 4.500  25.84 
(4)
 115 
Q2 2020 ATM 1.938  23.10 
(4)
 44 
Q3 2020 ATM 0.875  33.81 
(4)
 29 
Q4 2020 ATM 2.204  50.35 
(4)
 110 
(1)Net proceeds from the offerings are shown after deducting underwriting discounts, commissions and other offering costs.
(2)Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares.
(3)Represents the price per share at which the underwriters in our public offerings purchased our shares.
(4)Represents the average price per share at which investors in our ATM offerings purchased our shares.

Equity-based Compensation Awards under our 2013 Plan
We have 6,525,011 awards authorized for issuance under our 2013 Plan. As of December 31, 2020, we have issued awards with service, performance and market conditions and have 2,603,387 awards remaining available for issuance. During the year ended December 31, 2020, our board of directors awarded employees and directors 514,969 shares of restricted stock, restricted stock units, and LTIP Units that vest from 2021 to 2024. As of December 31, 2020, as it relates to previously issued restricted stock awards with performance conditions, we have concluded that it is probable that the performance conditions will be met. Refer to Note 4 for background on the LTIP Units.
A summary of equity-based compensation expense and the fair value of shares and LTIP Units vested on the vesting date for the years ended December 31, 2020, 2019, and 2018 is as follows:
2020 2019 2018
  (in millions)
Equity-based compensation expense $ 17  $ 14  $ 10 
Fair value of awards vested on vesting date 39  19  7 
The total unrecognized compensation expense related to awards of shares of restricted stock, restricted stock units, and LTIP Units was approximately $11 million as of December 31, 2020. We expect to recognize compensation expense related to these awards over a weighted-average term of approximately 2 years. A summary of the unvested shares of restricted common stock that have been issued is as follows:
Restricted Shares of
Common Stock		 Weighted Average Grant Date Fair Value Value
    (per share) (in millions)
Ending Balance—December 31, 2018 1,386,756  $ 19.00  $ 26.4 
Granted 150,493  23.99  3.6 
Vested (781,218) 18.91  (14.8)
Forfeited (5,789) 20.62  (0.1)
Ending Balance—December 31, 2019 750,242  20.08  15.1 
Granted 194,077  32.93  6.4 
Vested (576,880) 19.50  (11.3)
Forfeited (262) 28.59  — 
Ending Balance—December 31, 2020 367,177  $ 27.77  $ 10.2 
A summary of the unvested shares of restricted stock units that have market based vesting conditions that have been issued is as follows:
Restricted Stock
Units (1)
Weighted Average Grant Date Fair Value Value
    (per share) (in millions)
Ending Balance—December 31, 2018 393,148  $ 19.55  $ 7.7 
Granted 46,586  25.10  1.2 
Vested (1,380) 21.68  — 
Forfeited (2,776) 22.23  (0.1)
Ending Balance—December 31, 2019 435,578  $ 20.12  $ 8.8 
Granted 23,342  27.18  0.6 
Incremental performance shares granted 216,932  18.99  4.1 
Vested (439,986) 19.04  (8.4)
Forfeited (266) 25.90  — 
Ending Balance—December 31, 2020 235,600  $ 21.78  $ 5.1 
(1)    As discussed in Note 2, restricted stock units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company’s common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of an award at the 200% level.
A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows:
LTIP Units (1)
Weighted Average Grant Date Fair Value Value
    (per share) (in millions)
Ending Balance—December 31, 2018 —  $ —  $ — 
Granted 209,330  25.84  5.4 
Vested (8,020) 25.82  (0.2)
Forfeited —  —  — 
Ending Balance—December 31, 2019 201,310  $ 25.84  $ 5.2 
Granted 165,346  18.56  3.1 
Vested (80,974) 25.87  (2.1)
Forfeited —  —  — 
Ending Balance—December 31, 2020 285,682  $ 21.62  $ 6.2 
(1)    See Note 4 for information on the vesting of LTIP Units.
A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows:
LTIP Units (1)
Weighted Average Grant Date Fair Value Value
    (per share) (in millions)
Ending Balance—December 31, 2018 —  $ —  $ — 
Granted 180,500  26.70  4.8 
Vested —  —  — 
Forfeited —  —  — 
Ending Balance—December 31, 2019 180,500  $ 26.70  $ 4.8 
Granted 132,204  12.25  1.6 
Vested —  —  — 
Forfeited —  —  — 
Ending Balance—December 31, 2020 312,704  $ 20.59  $ 6.4 
(1)    See Note 4 for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company’s common stock as well as relative performance compared to a group of peers.