Debt | NOTE 4. DEBT The Company's debt is summarized below (dollars in thousands): Weighted Average Effective Interest Rates (1) Weighted Average Stated Interest Rates (2) Weighted Average Remaining Years to Maturity (3) March 31, December 31, Debt: Revolving credit facilities 11.91 % 5.42 % 3.0 $ 98,000 $ 55,500 Term loans 3.79 % 3.50 % 3.6 800,000 800,000 Senior Unsecured Notes 3.42 % 3.25 % 6.2 2,750,000 2,750,000 Mortgages payable 4.88 % 5.82 % 7.8 4,689 4,825 Total debt 3.68 % 3.36 % 5.5 3,652,689 3,610,325 Debt discount, net ( 9,231 ) ( 9,556 ) Deferred financing costs, net (4) ( 24,301 ) ( 25,460 ) Total debt, net $ 3,619,157 $ 3,575,309 (1) Includes amortization of debt discount/premium, amortization of deferred financing costs, facility fees, non-utilization fees and impact of cash flow hedges, where applicable, calculated for the three months ended March 31, 2023 based on the average principal balance outstanding during the period. (2) Based on the outstanding principal balance as of March 31, 2023 . Term loans include the impact of cash flow hedges. Excluding the impact of cash flow hedges, the stated interest rate for the term loans was 5.78 % as of March 31, 2023. (3) Based on the outstanding principal balance as of March 31, 2023. (4) Excludes deferred financing costs for the revolving credit facilities. Deferred financing costs and offering discount/premium incurred in connection with entering into debt agreements are amortized to interest expense over the initial term of the respective agreement. Both deferred financing costs and offering discount/premium are recorded net against the principal debt balance on the consolidated balance sheets, except for deferred costs related to revolving credit facilities, which are recorded in deferred costs and other assets, net. Revolving Credit Facilities On January 14, 2019, the Operating Partnership entered into the 2019 Revolving Credit and Term Loan Agreement, which included the 2019 Credit Facility with a borrowing capacity of $ 800.0 million. On March 30, 2022, the Operating Partnership amended and restated the 2019 Revolving Credit and Term Loan Agreement, increasing the borrowing capacity of the 2019 Credit Facility to $ 1.2 billion. The borrowing capacity can be further increased to $ 1.7 billion through exercise of an accordion feature, subject to satisfying certain requirements. The 2019 Credit Facility has a maturity date of March 31, 2026 and includes two six-month extensions that can be exercised at the Company’s option. Borrowings may be repaid, in whole or in part, at any time, without premium or penalty, but subject to applicable breakage fees, if any. As of March 31, 2023 , outstanding loans under the 2019 Credit Facility bore interest at a 1-month adjusted SOFR rate plus an applicable margin of 0.775 % per annum and the aggregate revolving commitments incurred a facility fee of 0.150 % per annum, in each case, based on the Operating Partnership’s credit rating and leverage ratio (as defined in the agreement). Prior to March 30, 2022, outstanding loans under the 2019 Credit Facility bore interest at 1-month LIBOR plus an applicable margin of 0.90 % per annum and the aggregate revolving commitments incurred a facility fee of 0.20 % per annum. In connection with the amendment and restatement of the 2019 Credit Facility, the Company wrote off $ 0.2 million in deferred financing costs and incurred deferred financing costs of $ 8.6 million. The unamortized deferred financing costs were $ 7.2 million as of March 31, 2023 , compared to $ 7.8 million as of December 31, 2022. As of March 31, 2023 , $ 1.1 billion of borrowing capacity was available under the 2019 Credit Facility and there were no outstanding letters of credit. The Operating Partnership's ability to borrow under the 2019 Credit Facility is subject to ongoing compliance with a number of customary financial and other affirmative and negative covenants, all of which the Company and the Operating Partnership were in compliance with as of March 31, 2023. Term Loans On August 22, 2022, the Operating Partnership entered into the 2022 Term Loan Agreement, which provides for borrowings in an aggregate amount of $ 800.0 million, comprised of a $ 300.0 million tranche which matures August 22, 2025 and a $ 500.0 million tranche which matures August 20, 2027 . The Term Loan Agreement also includes an accordion feature to increase the available term loans by $ 200.0 million, subject to satisfying certain requirements. As of March 31, 2023 , the 2022 Term Loans bore interest at a 1-month adjusted SOFR rate plus an applicable margin of 0.850 % per annum, based on the Operating Partnership’s credit rating. The Company incurred $ 8.4 million in deferred financing costs in connection with entering into the 2022 Term Loan Agreement, and the unamortized deferred financing costs were $ 7.2 million as of March 31, 2023 , compared to $ 7.7 million as of December 31, 2022. On November 17, 2022, the Operating Partnership entered into the 2023 Term Loan Agreement, which provides for $ 500.0 million of unsecured term loans with a maturity date of June 16, 2025 and allows funds to be drawn up to July 2, 2023. The 2023 Term Loan Agreement also includes an accordion feature to increase the available term loans by $ 100.0 million, subject to satisfying certain requirements. The 2023 Term Loans will bear interest at a 1-month adjusted SOFR rate plus an applicable margin of 0.950 % per annum, based on the Operating Partnership's credit rating as of March 31, 2023 . The full $ 500.0 million of borrowing capacity was available under the 2023 Term Loan Agreements as of March 31, 2023. In conjunction with the Company's term loans, the Company entered into interest rate swaps as cash flow hedges (see Note 7). In connection with the 2022 Term Loan Agreement and the 2023 Term Loan Agreement, the Company and Operating Partnership are subject to ongoing compliance with a number of customary financial and other affirmative and negative covenants, all of which the Company and the Operating Partnership were in compliance with as of March 31, 2023. Senior Unsecured Notes The Senior Unsecured Notes were issued by the Operating Partnership and are guaranteed by the Company. The following is a summary of the Senior Unsecured Notes outstanding (dollars in thousands): Maturity Date Interest Payment Dates Stated Interest Rate March 31, December 31, 2026 Senior Notes September 15, 2026 March 15 and September 15 4.45 % $ 300,000 $ 300,000 2027 Senior Notes January 15, 2027 January 15 and July 15 3.20 % 300,000 300,000 2028 Senior Notes March 15, 2028 March 15 and September 15 2.10 % 450,000 450,000 2029 Senior Notes July 15, 2029 January 15 and July 15 4.00 % 400,000 400,000 2030 Senior Notes January 15, 2030 January 15 and July 15 3.40 % 500,000 500,000 2031 Senior Notes February 15, 2031 February 15 and August 15 3.20 % 450,000 450,000 2032 Senior Notes February 15, 2032 February 15 and August 15 2.70 % 350,000 350,000 Total Senior Unsecured Notes 3.25 % $ 2,750,000 $ 2,750,000 The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of 100 % of the principal amount of the respective Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium. If any of the Senior Unsecured Notes are redeemed three months or less (or two months or less in the case of the 2027 Senior Notes and 2028 Senior Notes) prior to their respective maturity dates, the redemption price will not include a make-whole premium. As of March 31, 2023 and December 31, 2022 , the unamortized deferred financing costs were $ 17.1 million and $ 17.8 million, respectively, and the unamortized discount was $ 9.4 million and $ 9.7 million, respectively. In connection with the issuance of the Senior Unsecured Notes, the Company and Operating Partnership are subject to ongoing compliance with a number of customary financial and other affirmative and negative covenants, all of which the Company and the Operating Partnership were in compliance with as of March 31, 2023. Mortgages Payable Indirect wholly-owned special purpose entity subsidiaries of the Company are borrowers under two fixed-rate non-recourse loans, which have been securitized into CMBS and are secured by the borrowers’ respective leased properties and related assets. The stated interest rates as of March 31, 2023 for the non-defaulted loans were 5.80 % and 6.00 %, respectively. Each loan was secured by one property. There were no unamortized deferred financing costs as of either March 31, 2023 and December 31, 2022, and the unamortized net premium as of both March 31, 2023 and December 31, 2022 was $ 0.2 million. Debt Extinguishment The Company did no t extinguish any debt during the three months ended March 31, 2023. During the three months ended March 31, 2022 , the Company recognized a loss on debt extinguishment of $ 0.2 million as a result of the amendment and restatement of the 2019 Revolving Credit and Term Loan Agreement. Debt Maturities As of March 31, 2023, scheduled debt maturities, including balloon payments, were as follows (in thousands): Scheduled Balloon Total Remainder of 2023 $ 420 $ — $ 420 2024 590 — 590 2025 610 300,016 300,626 2026 469 398,000 398,469 2027 497 800,000 800,497 Thereafter 2,034 2,150,053 2,152,087 Total $ 4,620 $ 3,648,069 $ 3,652,689 Interest Expense The components of interest expense related to the Company's borrowings were as follows (in thousands): Three Months Ended 2023 2022 Revolving credit facilities (1) $ 1,839 $ 1,822 Term loans (2) 7,006 — Senior Unsecured Notes 22,313 22,313 Mortgages payable 69 77 Non-cash: Amortization of deferred financing costs 1,754 922 Amortization of debt discount, net 324 313 Amortization of net losses related to interest rate swaps 702 702 Capitalized interest ( 460 ) ( 126 ) Total interest expense $ 33,547 $ 26,023 (1) Includes facility fees of approximately $ 0.7 million and $ 0.5 million for the three months ended March 31, 2023 and 2022, respectively. (2) Includes impact of cash flow hedge. |