−Removed: Unregistered Sales of Equit y Securities and Use of Proceeds.
+Added: Unregistered Sales of Equit y Securities and Use of Proceeds from Registered Securities.
Sales of Common Stock and Issuance of OP Units
−Removed: We commenced our private offering of shares of our common stock in 2007.
−Removed: The first closing of our private offering occurred on December 31, 2007, and we conducted additional closings at least once every calendar quarter through December 31, 2019.
−Removed: On January 10, 2020, we announced that we suspended until further notice our private offering of shares of our common stock.
−Removed: As of June 30, 2020, there were 26.9 million shares of our common stock issued and outstanding, including 0.8 million mezzanine equity common shares, and 3.1 million OP Units issued and outstanding, including 1.3 million mezzanine equity non-controlling interests.
−Removed: The following table provides information regarding the sale of shares of our common stock pursuant to our ongoing private offering during the six months ended June 30, 2020 (in thousands, except year and Determined Share Value amounts).
−Removed: DRIP shares are purchased at a discounted price of 98% of the Determined Share Value.
−Removed: For common shares reinvested under our DRIP there is no corresponding cash flow from the transaction.
−Removed: Refer to Note 13 to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion.
−Removed: None of the shares of our common stock set forth in the table above were registered under the Securities Act in reliance upon the exemption from registration under the Securities Act provided by Rule 506(c) under Regulation D promulgated under the Securities Act.
−Removed: All of the shares of our common stock set forth in the table above were sold to persons each of whom represented to us in writing that such person qualified as an “Accredited Investor” as such term is defined by Regulation D promulgated under the Securities Act, and provided us with additional documentation to assist us in verifying such person’s status as an Accredited Investor.
−Removed: In connection with property acquisitions that are structured as UPREIT transactions, the owner of a property will transfer its interest in the property to the OP in exchange for OP Units.
−Removed: There were no such OP Unit issuances during the six months ended June 30, 2020.
−Removed: None of the OP Units have been registered under the Securities Act in reliance upon the exemptions from registration under the Securities Act provided by Rule 506(c) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act.
−Removed: All of the OP Units were issued to persons who represented to us in writing that they qualified as an Accredited Investor, and provided us with additional documentation to assist us in verifying such person’s status as an Accredited Investor, including third-party verification as permitted under Regulation D.
−Removed: Internalization Consideration
−Removed: In connection with the closing of the Internalization, on February 7, 2020, we issued 780,893 shares of our common stock to certain owners of BRE as merger consideration for an aggregate value of $66.4 million.
−Removed: In connection with the Internalization, on February 7, 2020, the OP issued 1,319,513 OP Units to certain owners of BRE as merger consideration for an aggregate value of $112.2 million.
−Removed: In each case, the a forementioned securities were issued in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act.
+Added: Awards of Restricted Stock
+Added: On August 4, 2020, we entered into restricted stock award agreements for an aggregate of 340,963 shares of Common Stock of the Company (the “2020 Restricted Stock Awards”), which were valued at approximately $7.0 million or $20.50 per common share, with our named executive officers and certain other key employees.
+Added: The awards were issued under the terms of the 2020 Equity Incentive Plan, and the grants had been approved by the Compensation Committee.
+Added: The grants to the named executive officers, which were made pursuant to the terms of our named executive officers’ employment agreements, included (i) restricted stock grants that vest in substantially equal installments on each of the first four anniversaries of the completion of the Internalization, which represents 40% of the total award value for each participant, and (ii) restricted stock grants that vest in substantially equal installments on each of the first three anniversaries of the completion of the Internalization, which represents 60% of the total award value for each participant.
+Added: The grants to other key employees vest 40% on the first anniversary of the Internalization, 30% on the second anniversary of the Internalization, 20% on the third anniversary of the Internalization, and 10% on the fourth anniversary of the Internalization.
+Added: The restricted stock award agreements provide that vesting is subject to the executive’s continued employment with the Company through each applicable vesting date, except in the event of the executive’s death or disability, in which case, any unvested portion of the awards will become fully vested.
+Added: In addition, the restricted stock award agreements provide the executive with rights as a stockholder in respect of the awards’ vested and unvested shares, including the right to vote and the right to dividends.
+Added: In the event of a termination of the executive’s employment by the Company without “Cause” or by the executive for “Good Reason” within 12 months following a “Change in Control” of the Company (as such terms are defined in the executive’s employment agreement), any unvested portion of the 2020 Restricted Stock Awards will become fully vested at the time of such termination, provided that if the 2020 Restricted Stock Awards are unvested at the time of a Change in Control of the Company and are not assumed or substituted for equivalent awards as part of the Change in Control transaction, the 2020 Restricted Stock Awards will become fully vested at the time of the Change in Control transaction.
+Added: Under the terms of the 2020 Restricted Stock Awards, the Company shall be entitled, at its option and in addition to any other available remedies, to terminate the Shares in respect of the 2020 Restricted Stock Awards (including any vested Shares) if the executive materially violates the terms of any restrictive covenant agreement between the Company and the executive or if the executive is convicted of a felony against the Company or its affiliates.
+Added: The aforementioned securities were issued in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act.
+Added: Use of Proceeds from Initial Public Offering
+Added: In September 2020, the Company issued and sold 33,500,000 shares of Class A Common Stock in an IPO, at a public offering price of $17.00 per share and on October 20, 2020 the Company issued and sold an additional 3,500,000 shares of Class A Common Stock pursuant to the partial exercise by the underwriters of their over-allotment option to purchase additional shares at the same public offering price.
+Added: The offer and sale of all the shares in the IPO, inclusive of the underwriters' partial exercis e of their over-allotment option, were registered under the Securities Act pursuant to a registration statement on Form S-11 (File No.
+Added: 333-240381), as amended, which was declared effective by the SEC on September 16, 2020.
+Added: Morgan Securities LLC, Goldman Sachs & Co.
+Added: LLC, BMO Capital Markets Corp., Morgan Stanley & Co.
+Added: LLC, Capital One Securities, Inc.
+Added: and Truist Securities, Inc.
+Added: acted as joint book-running managers for the offering.
+Added: The IPO commenced on September 16, 2020 and terminated upon t he closing of the sale of shares to the underwriters pursuant to the ir partial exercise of their over-allotment option on October 20 , 2020.
+Added: Upon completion of the IPO, inclusive of the underwriters' partial exercise of their over-allotment option, we received approximately $ 588.2 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by us of approximately $ 3.0 million.
+Added: No payments for any expenses were mad e directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.
+Added: There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus , dated September 16, 2020, filed with the SEC pursuant to Rule 424(b) relating to our registration statement on Form S-11 filed on September 17, 2020.
Repurchases of Equity Securities
−Removed: We had adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased, at the end of each quarter, subject to certain restrictions and limitations, at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares were tendered for redemption.
+Added: We had previously adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased, at the end of each quarter, subject to certain restrictions and limitations, at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares were tendered for redemption.
Cash used to fund share redemptions had historically been provided through a combination of cash generated by operations, the sale of assets, and borrowings.
On January 10, 2020, we announced that we terminated our share redemption program, effective as of February 10, 2020.
−Removed: Consequently, there were no redemptions of shares of our common stock during the six months ended June 30, 2020.
+Added: Consequently, there were no redemptions of shares of our common stock during the three months ended September 30, 2020.
Defaults Upon Senior Securities.
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