Debt | Debt A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows: March 31, 2022 December 31, 2021 Debt secured by owned properties Mortgage loans payable Unpaid principal balance $ 460,404 $ 460,825 Unamortized deferred financing costs (562) (596) Unamortized debt premiums 490 540 Unamortized debt discounts (91) (103) 460,241 460,666 Debt secured by OCPPs Mortgage loans payable (1) 60,288 60,986 Bonds payable (1) 14,695 14,695 Unamortized deferred financing costs (489) (511) 74,494 75,170 Total secured mortgage and bond debt, net 534,735 535,836 Unsecured notes, net of unamortized OID and deferred financing costs (2) 2,774,979 2,773,855 Unsecured term loan, net of unamortized deferred financing costs (3) 199,912 199,824 Unsecured revolving credit facility — — Total debt, net $ 3,509,626 $ 3,509,515 (1) The creditors of mortgage loans payable and bonds payable related to OCPPs do not have recourse to the assets of the Company. (2) Includes net unamortized original issue discount (“OID”) of $5.1 million and $5.3 million at March 31, 2022 and December 31, 2021, respectively, and net unamortized deferred financing costs of $19.9 million and $20.8 million at March 31, 2022 and December 31, 2021, respectively. (3) Includes net unamortized deferred financing costs of $0.1 million and $0.2 million at March 31, 2022 and December 31, 2021, respectively. We are subject to various restrictions under the Merger Agreement on issuing and assuming additional debt and utilizing our revolving credit facility. Mortgage Loans Payable In March 2021, the Company paid off approximately $10.3 million of fixed rate mortgage debt secured by one owned property. In February 2021, the Company refinanced $24.0 million of OCPP mortgage debt that was scheduled to mature in 2021, which extended the maturity to February 2028. Additionally, in February 2021, the Company entered into two interest rate swap agreements to convert the refinanced mortgage loan to a fixed rate of 2.8%. Refer to Note 9 for information related to derivatives. Unsecured Notes The following senior unsecured notes issued by the Operating Partnership were outstanding as of March 31, 2022: Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years) April 2013 $ 400,000 99.659 3.750 % 3.791 % $ 1,364 10 June 2014 400,000 99.861 4.125 % 4.269 % (1) 556 10 October 2017 400,000 99.912 3.625 % 3.635 % 352 10 June 2019 400,000 99.704 3.300 % 3.680 % (1) 1,184 7 January 2020 400,000 99.810 2.850 % 2.872 % 760 10 June 2020 400,000 99.142 3.875 % 3.974 % 3,432 10 October 2021 400,000 99.928 2.250 % 2.261 % 288 7 $ 2,800,000 $ 7,936 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 9). The notes are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually. The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined. In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of March 31, 2022, the Company was in compliance with all such covenants. Unsecured Revolving Credit Facility The Company is party to an unsecured revolving credit facility (“Credit Facility”) that has capacity of $1.0 billion and contains an accordion feature that allows the Company to expand the Credit Facility by up to an additional $500 million, subject to the satisfaction of certain conditions. Additionally, a component of the interest rate is based on the achievement of specified environmental, social, and governance (“ESG”) targets which include the achievement of diversity rates among the Company’s independent board members and employees and completion of certifications or renovations that meet certain sustainability standards. The Credit Facility matures in May 2025, and can be extended through two six-month extension options, subject to the satisfaction of certain conditions. The Credit Facility bears interest at a variable rate, at the Company’s option, based upon a base rate of one-, three-, or six-month LIBOR, plus, in each case, a spread based upon the Company’s investment grade rating from either Moody’s Investor Services, Inc. or Standard & Poor’s Rating Group, subject to adjustment based upon the achievement of ESG targets described above. Additionally, the Company is required to pay a facility fee of 0.20% per annum on the $1.0 billion Credit Facility. As of March 31, 2022, the Credit Facility had a zero balance and availability under the Credit Facility totaled $1.0 billion. The terms of the Credit Facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness and liens. The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain maximum leverage ratios and minimum ratios of “EBITDA” (earnings before interest, taxes, depreciation, and amortization) to fixed charges. The financial covenants also inclu de a minimum asset value requirement, a maximum secured debt ratio, and a minimum unsecured debt service coverage ratio. As of March 31, 2022, the Company was in compliance with all such covenants. Unsecured Term Loan The Company’s Term Loan totals $200 million and matures in June 2022. The agreement has an accordion feature that allows the Company to expand the amount by up to an additional $100 million, subject to the satisfaction of certain conditions. The Company is also currently party to two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan. The weighted average annual rate on the Term Loan was 2.54% (1.44% + 1.10% spread) at March 31, 2022. The terms of the Term Loan include certain restrictions and covenants consistent with those of the unsecured revolving credit facility discussed above. As of March 31, 2022, the Company was in compliance with all such covenants. In 2021, the Company modified the Term Loan to include LIBOR transition language and to conform the covenants and various administrative items from the agreement to those in the Company’s Credit Facility which was also amended in 2021. |