Equity and Temporary Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Equity and Temporary Equity

9. Equity and Temporary Equity

Temporary Equity

Redeemable Preferred OP Units

Temporary equity includes preferred securities that are redeemable for cash at the holder's option or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price. These securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. The following table sets forth the various series of redeemable preferred OP units that were outstanding as of March 31, 2023 and December 31, 2022 and the related terms, and summarizes the balance included within Temporary Equity on our Consolidated Balance Sheets (in millions, except for statistical information):

Description	OP Units Outstanding	Exchange Rate(1)	Annual Distribution Rate(2)		Cash Redemption(3)	Redemption Period	March 31, 2023		December 31, 2022
Series D preferred OP units	488,958	0.8000	4.0	%	Holder's Option	Any time after earlier of January 31, 2024 or death of holder	$	47.7	$	48.1
Series F preferred OP units	90,000	0.6250	3.0	%	Holder's Option	Any time after earlier of May 14, 2025 or death of holder	8.7		8.7
Series G preferred OP units	239,710	0.6452	3.2	%	Holder's Option	Any time after earlier of September 30, 2025 or death of holder	24.0		24.4
Series H preferred OP units	581,342	0.6098	3.0	%	Holder's Option	Any time after earlier of October 30, 2025 or death of holder	56.3		56.7
Series J preferred OP units	239,000	0.6061	2.85	%	Holder's Option	During the 30-day period following a change of control of the Company or any time after April 21, 2026	23.3		23.6
Series K preferred OP units	1,000,000	0.5882	4.0	%	Holder's Option	Within 60 days after March 23, 2028	99.9		—
Total	2,639,010						$	259.9	$	161.5

(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to four decimal places.

(2) Distributions are payable on the issue price of each OP unit which is $100.00 per unit for all these preferred OP units.

(3) The redemption price for each preferred OP unit redeemed will be equal to its issue price plus all accrued but unpaid distributions.

Series K Preferred OP Units - On March 23, 2023, we issued 1,000,000 Series K preferred OP units in connection with the acquisition of the Savannah Yacht Center. The Series K preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred return of 4.0%. Subject to certain limitations, at any time after its issuance date, each Series K preferred OP unit will be exchangeable into that number of our common OP units equal to the quotient (the "Series K Exchange Rate") obtained by dividing $100.00 by $170.00, (the "Series K Conversion Price"), (as such ratio is subject to adjustment for certain capital events). Each Common OP unit is exchangeable for one share of our common stock. Subject to certain limitations, the holders of Series K Preferred Units will have the right to cause SCOLP to redeem all or a portion of their Series K Preferred Units for $100.00 per unit (plus any accrued but unpaid distributions) within 60 days after the fifth anniversary of the issuance date of the Series K preferred OP units. SCOLP will have the right to cause the holders of Series K preferred OP units to exchange the Series K preferred OP units into Common OP units at the Series K Exchange Rate (i) within 60 days after the fifth anniversary of the issuance date of the Series K Preferred Units or (ii) if at any time the trading price of the Company's common stock for each of the preceding 60 trading days is equal to or greater than 120% of the Series K Conversion Price. As of March 31, 2023, 1,000,000 Series K preferred OP units were outstanding. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for additional information.

Redeemable Equity Interests

The following table summarizes the redeemable equity interests included in Temporary Equity on our Consolidated Balance Sheets (in millions):

Equity Interest	Description	March 31, 2023		December 31, 2022
FPG Sun Moreno Valley 66 LLC	In connection with the investment in land for future development in the city of Moreno Valley, California, at the property known as FPG Sun Moreno Valley 66 LLC	$	0.1	$	0.1
Solar Energy Project CA II LLC	A joint venture that operates and maintains solar energy equipment in select California communities	4.3		4.2
Solar Energy Project LLC	A joint venture that operates and maintains solar energy equipment in select California communities	2.0		1.9
Solar Energy Project III LLC	A joint venture that operates and maintains solar energy equipment in select Arizona and California communities	1.9		0.3
FPG Sun Menifee 80 LLC	In connection with the investment in land for future development in the city of Menifee in California, at the property known as FPG Sun Menifee 80 LLC	0.1		0.1
NG Sun Whitewater LLC	In connection with the investment in land at the property known as Whitewater	2.5		3.2
NG Sun LLC	In connection with the investment in Sun NG Resorts, a joint venture that operates a portfolio of RV communities in the U.S.	27.7		31.1
NG Sun Beaver Brook LLC	In connection with the investment in Sun NG Beaver Brook LLC, a joint venture that operates one RV communities in the U.S.	0.4		0.5
Total		$	39.0	$	41.4

Equity Interest - NG Sun LLC - In June 2018, in connection with the investment in Sun NG Resorts, unrelated third parties purchased $6.5 million of Series B preferred equity interests and $15.4 million of common equity interests in Sun NG Resorts (herein jointly referred to as "Equity Interest - NG Sun LLC"). In April and September 2020, in connection with certain acquisitions, $3.0 million of Series B preferred equity interests were converted to common equity interests. The Series B preferred equity interests carry a preferred return at a rate that, at any time, is equal to the interest rate on Sun NG Resorts' indebtedness at such time. The current rate of return is 5.0%. The Equity Interest - NG Sun LLC does not have a fixed maturity date and can be redeemed in the fourth quarters of 2024, 2025 or 2026 at the holders' option. Sun NG LLC, our subsidiary, has the right during certain periods each year, with or without cause, or for cause at any time, to elect to buy NG Sun LLC's interest. During a limited period in 2024, NG Sun LLC has the right to put its interest to Sun NG LLC. If either party exercises its option, the property management agreement will be terminated, and we are required to purchase the remaining interests of NG Sun LLC and the property management agreement at fair value. In December 2021, the operating agreement was amended and we paid Sun NG Resorts a contingent consideration earnout in the amount of $38.3 million. The contingent consideration payment was recognized as an additional purchase price payment within Land improvements and buildings in the Consolidated Balance Sheets, and within Acquisition of properties, net of cash acquired in the Consolidated Statement of Cash Flows. The Equity Interest - NG Sun LLC balance was $27.7 million and $31.1 million as of March 31, 2023 and December 31, 2022, respectively. Refer to Note 7, "Consolidated Variable Interest Entities," and Note 8, "Debt and Line of Credit," for additional information.

Permanent Equity

Universal Shelf Registration Statement

In April 2021, we filed a new universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was deemed automatically effective and provides for the registration of unspecified amounts of equity and debt securities. We have the authority to issue 200,000,000 shares of capital stock, of which 180,000,000 shares are common stock and 20,000,000 are shares of preferred stock, par value $0.01 per share. As of March 31, 2023, we had 124,421,717 shares of common stock issued and outstanding and no shares of preferred stock were issued and outstanding.

Public Equity Offerings

In November 2021, we entered into two forward sale agreements relating to an underwritten registered public offering of 4,025,000 shares of our common stock at a public offering price of $185.00 per share and completed the offering on November 18, 2021 (the "November 2021 Forward Sale Agreements"). We did not initially receive any proceeds from the sale of shares of our common stock by the forward purchaser or its affiliates. In April 2022, we completed the physical settlement of the 4,025,000 shares of common stock and received aggregate net proceeds of $705.4 million. We used the net proceeds to repay borrowings outstanding under our Senior Credit Facility, and for working capital and general corporate purposes.

At the Market Offering Sales Agreement

In December 2021, we entered into an At the Market Offering Sales Agreement with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock (the "Sales Agreement"), through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as principals for their own accounts. The sales agents and forward sellers are entitled to compensation in an agreed amount not to exceed 2.0% of the gross price per share for any shares sold under the Sales Agreement. We simultaneously terminated our prior sales agreement upon entering into the Sales Agreement. Through March 2023, we had entered into forward sales agreements under our Sales Agreement for an aggregate gross sales price of $160.6 million.

During the three months ended September 30, 2022, we entered into forward sale agreements with respect to 15,000 shares of common stock under our Sales Agreement for $2.6 million. Additionally, we settled all of our outstanding forward sale agreements with respect to 1,526,212 shares of common stock which includes 620,109; 600,503; 290,600; and 15,000 shares of common stock from the three months ended December 31, 2021, March 31, June 30 and September 30, 2022 forward sale agreements, respectively. The net proceeds of $275.5 million from the settlement of these forward sale agreements were used to repay borrowings outstanding under our Senior Credit Facility.

During the three months ended June 30, 2022, we completed the physical settlement of 1,200,000 shares of common stock under our prior at the market offering program and received net proceeds of $229.5 million. Additionally, we entered into forward sales agreements with respect 290,600 shares of common stock for $50.1 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the three months ended March 31, 2022, we entered into forward sales agreements with respect to 600,503 shares of common stock for $107.9 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the year ended December 31, 2021, we entered into forward sale agreements with respect to 1,820,109 shares of common stock under our prior at the market offering program for $356.5 million. We completed the physical settlement of 1,200,000 and 620,109 shares of common stock during the three months ended June 30, 2022 and September 30, 2022, respectively.

Issuances of Common Stock and OP Units in Connection with the Acquisition of Certain Properties

Issuances of Common Stock

In April 2022, we issued 186,044 shares of common stock with a value of $33.9 million in connection with the acquisition of Park Holidays.

Issuances of Common OP Units

Three Months Ended March 31, 2023 and 2022	Common OP Units Issued	Value at Issuance (in millions)		Related Acquisition
January 2023	31,289	$	4.5	Fox Run
February 2022	14,683	$	2.8	Jarrett Bay Boatworks

Noncontrolling Interests - Common and Preferred OP Units

The following table summarizes the common and preferred OP units included within Noncontrolling interests on our Consolidated Balance Sheets (in millions, except for shares and statistical information):

Description	OP Units Outstanding	Exchange Rate(1)	Annual Distribution Rate(2)		Cash Redemption	Redemption Period	March 31, 2023		December 31, 2022
Common OP units	2,447,083	1.0000	Same distribution rate for common stock		N/A	N/A	$	33.6	$	31.5
Series A-1 preferred OP units	207,548	2.4390	6.0	%	N/A	N/A	13.6		14.0
Series A-3 preferred OP units	40,268	1.8605	4.5	%	N/A	N/A	2.7		2.7
Series C preferred OP units	305,948	1.1100	5.0	%	N/A	N/A	23.1		23.6
Series E preferred OP units	80,000	0.6897	5.5	%	N/A	N/A	6.8		6.9
Total	3,080,847						$	79.8	$	78.7

(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to four decimal places.

(2) Distributions are payable on the issue price of each OP unit which is $100.00 per unit for all these preferred OP units.

Conversions

Conversions to Common Stock - Subject to certain limitations, holders can convert certain series of OP units to shares of our common stock at any time. Below is the activity of conversions during the three months ended March 31, 2023 and 2022:

		Three Months Ended
		March 31, 2023		March 31, 2022
Series	Conversion Rate	Units / Shares Converted	Common Stock(1)	Units / Shares Converted	Common Stock(1)
Aspen preferred OP units	Various(2)	270,000	86,224	—	—
Common OP units	1.0000	2,910	2,910	1,260	1,260
Series A-1 preferred OP units	2.4390	—	—	2,694	6,568
Series C preferred OP units	1.1100	65	72	150	166
Series E preferred OP units	0.6897	—	—	5,000	3,448
Series G preferred OP units	0.6452	1,000	645	—	—
Series H preferred OP units	0.6098	25	15	—	—
Series J preferred OP units	0.6061	1,000	606	—	—

(1)Calculation may yield minor differences due to rounding incorporated in the above numbers.

(2)Refer to Note 8, "Debt and Line of Credit," for additional detail on Aspen preferred OP unit conversions.

Distributions

Distributions declared for the three months ended March 31, 2023 were as follows:

Common Stock, Common OP units and Restricted Stock Distributions	Record Date	Payment Date	Distribution Per Share		Total Distribution (in Millions)
March 31, 2023	3/31/2023	4/17/2023	$	0.93	$	118.0

Noncontrolling Interest Disclosure

Three Months Ended March 31, 2023 and 2022	Common OP Units Issued	Value at Issuance (in millions)		Related Acquisition
January 2023	31,289	$	4.5	Fox Run
February 2022	14,683	$	2.8	Jarrett Bay Boatworks

Noncontrolling Interests - Common and Preferred OP Units

The following table summarizes the common and preferred OP units included within Noncontrolling interests on our Consolidated Balance Sheets (in millions, except for shares and statistical information):

Description	OP Units Outstanding	Exchange Rate(1)	Annual Distribution Rate(2)		Cash Redemption	Redemption Period	March 31, 2023		December 31, 2022
Common OP units	2,447,083	1.0000	Same distribution rate for common stock		N/A	N/A	$	33.6	$	31.5
Series A-1 preferred OP units	207,548	2.4390	6.0	%	N/A	N/A	13.6		14.0
Series A-3 preferred OP units	40,268	1.8605	4.5	%	N/A	N/A	2.7		2.7
Series C preferred OP units	305,948	1.1100	5.0	%	N/A	N/A	23.1		23.6
Series E preferred OP units	80,000	0.6897	5.5	%	N/A	N/A	6.8		6.9
Total	3,080,847						$	79.8	$	78.7

(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to four decimal places.

(2) Distributions are payable on the issue price of each OP unit which is $100.00 per unit for all these preferred OP units.