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Equity and Temporary Equity
 6 Months Ended
Jun. 30, 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 June 30, 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):

DescriptionOP Units Outstanding
Exchange Rate(1)
Annual Distribution Rate(2)
Cash Redemption(3)
Redemption PeriodCarrying Amount
June 30, 2023June 30, 2023December 31, 2022
Series D preferred OP units488,958 0.80004.0 %Holder's OptionAny time after earlier of January 31, 2024 or death of holder$47.8 $48.1 
Series F preferred OP units90,000 0.62503.0 %Holder's OptionAny time after earlier of May 14, 2025 or death of holder8.7 8.7 
Series G preferred OP units222,210 0.64523.2 %Holder's OptionAny time after earlier of September 30, 2025 or death of holder22.2 24.4 
Series H preferred OP units581,327 0.60983.0 %Holder's OptionAny time after earlier of October 30, 2025 or death of holder56.3 56.7 
Series J preferred OP units238,000 0.60612.85 %Holder's OptionDuring the 30-day period following a change of control of the Company or any time after April 21, 202623.2 23.6 
Series K preferred OP units1,000,000 0.58824.0 %Holder's OptionWithin 60 days after March 23, 202899.9 — 
Total2,620,495 $258.1 $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.
Redeemable Equity Interests

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

Carrying Amount
Equity InterestDescriptionJune 30, 2023December 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 communities4.6 4.2 
Solar Energy Project LLC
A joint venture that operates and maintains solar energy equipment in select California communities2.0 1.9 
Solar Energy Project III LLC
A joint venture that operates and maintains solar energy equipment in select Arizona and California communities2.2 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 LLC0.1 0.1 
NG Sun Whitewater LLC
In connection with the investment in land at the property known as Whitewater2.4 3.2 
NG Sun LLC(1)
In connection with the investment in Sun NG Resorts, a joint venture that operates a portfolio of RV communities in the U.S.
28.2 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$40.0 $41.4 
(1) 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 portions can be redeemed in the fourth quarters of 2024, 2025 or 2026 at the holders' option.

During the fourth quarter of 2024, NG Sun LLC may offer Sun NG LLC to purchase its entire interest in Sun NG Resorts, which includes its Equity Interest - NG Sun LLC and may include certain unrelated third parties' Preferred Equity - Sun NG Resorts. If we exercise this option, the related property management agreements will be terminated, and we are required to purchase the interests of NG Sun LLC and the property management agreements at fair value. If we elect not to purchase NG Sun LLC's interest in Sun NG Resorts, we must cause a sale of Sun NG Resorts. If such sale does not close within 90 days and NG Sun LLC does not agree to extend such period, then we are obligated to purchase NG Sun LLC's interest in Sun NG Resorts. Certain properties would be excluded from this process and would instead be transferred to new limited liability companies held jointly by NG Sun LLC and us.

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 $28.2 million and $31.1 million as of June 30, 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. At our 2023 Annual Meeting of Shareholders on May 16, 2023, our shareholders approved the Articles of Amendment to the Company's charter, which increased the authorized number of shares of capital stock to 380,000,000 shares, of which 360,000,000 shares are common stock and 20,000,000 shares are preferred stock, par value $0.01 per share. As of June 30, 2023, we had 124,400,983 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 June 30, 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 in Connection with the Acquisition of Certain Properties

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 in Connection with the Acquisition of Certain Properties

Six Months Ended June 30, 2023 and 2022
Common OP Units IssuedValue at Issuance (in millions)Related Acquisition
January 202331,289 $4.4 Fox Run
May 202210,854 
(1)
$1.8 Rudgate
May 20225,605 $1.0 Kittery Point
February 202214,683 $2.8 Jarrett Bay Boatworks
(1)During the three months ended June 30, 2022, we acquired the noncontrolling equity interest held by third parties in Rudgate for a total purchase price of $3.1 million. As consideration, we issued 10,854 common OP units and paid the remainder of the purchase price in cash. The acquisition resulted in the Company owning a 100 percent controlling interest in Rudgate. The acquisition was accounted for as an equity transaction in accordance with ASC 810, "Consolidation," with the difference between the purchase price and the acquired noncontrolling interest of $13.2 million recorded as an increase to Additional Paid-in Capital on the Consolidated Balance Sheets. Refer to Note 7, "Consolidated Variable Interest Entities," for additional information.
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):

DescriptionOP Units Outstanding
Exchange Rate(1)
Annual Distribution Rate(2)
Cash Redemption
Redemption PeriodCarrying Amount
June 30, 2023June 30, 2023December 31, 2022
Common OP units2,446,381 1.0000Same distribution rate for common stock N/AN/A$34.4 $31.5 
Series A-1 preferred OP units207,457 2.43906.0 %N/AN/A13.6 14.0 
Series A-3 preferred OP units40,268 1.86054.5 %N/AN/A2.7 2.7 
Series C preferred OP units305,948 1.11005.0 %N/AN/A23.0 23.6 
Series E preferred OP units80,000 0.68975.5 %N/AN/A6.7 6.9 
Total3,080,054 $80.4 $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 six months ended June 30, 2023 and 2022:

Six Months Ended
June 30, 2023June 30, 2022
SeriesConversion RateUnits / Shares Converted
Common Stock(1)
Units / Shares Converted
Common Stock(1)
Aspen preferred OP units
Various(2)
270,000 86,224 — — 
Common OP units1.0000 3,612 3,612 3,960 3,960 
Series A-1 preferred OP units2.4390 91 221 2,694 6,568 
Series C preferred OP units1.1100 65 72 150 166 
Series E preferred OP units0.6897— — 5,000 3,448 
Series G preferred OP units0.645218,500 11,934 — — 
Series H preferred OP units0.609840 24 — — 
Series J preferred OP units0.60612,000 1,212 — — 
(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, and Note 19, "Subsequent Events," for conversion activities after the quarter end.

Distributions

Distributions declared for the three months ended June 30, 2023 were as follows:

Common Stock, Common OP units and Restricted Stock DistributionsRecord DatePayment DateDistribution Per ShareTotal Distribution (in Millions)
June 30, 20236/30/20237/17/2023$0.93 $118.0