pursuant to which directors (including director nominees), executive officers and employees are required to report any transactions or circumstances that may create or appear to create a conflict
between the personal interests of the individual and our interests, regardless of the amount involved. Our head of legal reports these transactions to the Audit Committee of the Board, which is responsible for evaluating each related party
transaction and making a recommendation to the disinterested members of the Board as to whether the transaction at issue is fair, reasonable and within our policy and whether it should be ratified and approved. The Audit Committee, in making its
recommendation, considers various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arms length and in the ordinary course of our business, the direct or indirect nature of the
related persons interest in the transaction, the size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards.
Other than the transactions described below, since January 1, 2020, there has not been, and there is not currently proposed, any transaction or series of similar
transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.
We have engaged in transactions with affiliates or related parties since January 1, 2020. These transactions include ongoing obligations under the Registration
Rights Agreement (as defined below), Stockholders Rights Agreement and Tax Receivable Agreement (as defined below), each with Brookfield.
Registration Rights Agreement
We and Brookfield
entered into a registration rights agreement (the Registration Rights Agreement) in connection with our IPO. The Registration Rights Agreement provides Brookfield with certain demand registration rights, including shelf registration
rights, in respect of any shares of our common stock or any of our debt securities held by it, subject to certain conditions and limitations. Brookfield is entitled to a limited number of demand registrations. In addition, in the event that we
register additional shares of common stock or debt securities for sale to the public, we will be required to give notice of such registration to Brookfield of our intention to effect such a registration, and, subject to certain limitations, include
any shares of common stock or debt securities requested to be included in such registration held by it. We will be required to bear the registration expenses, other than underwriting discounts and commissions, associated with any registration of
shares of common stock or debt securities pursuant to the Registration Rights Agreement. The agreement includes customary indemnification provisions in favor of Brookfield, its affiliates, directors and officers against certain losses and
liabilities (including reasonable legal expenses) resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which Brookfield sells shares of our common stock or our debt securities,
unless such liability arose from Brookfields misstatement or omission and Brookfield has agreed to indemnify us against losses caused by its misstatements or omissions, subject to certain limitations.
In 2020 and 2021, Brookfield exercised its rights under the Registration Rights Agreement. On November 16, 2020, certain Brookfield entities completed the sale of
8,250,000 shares of our common stock directly to an institutional investor at a public offering price of $7.05 per share. The direct offering was made pursuant to an effective Registration Statement on Form S-3 (File No. 333-232190) that we filed with the SEC on June 18, 2019, including a related base prospectus dated June 18, 2019 (the Registration Statement), and
a prospectus supplement dated November 10, 2020 and filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the Securities Act). Additionally, on December 17, 2020, January 20, 2021, and
March 4, 2021, certain Brookfield entities, as selling stockholders, completed the sales of 8,500,000, 20,000,000, and 30,000,000 shares of our
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