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) September 30, 2022 December 31, 2021 Debt: Revolving credit facilities 2.53% — 3.5 $ — $ 288,400 Term loans 4.09% 3.73% 4.1 800,000 — Senior Unsecured Notes 3.42% 3.25% 6.7 2,750,000 2,750,000 Mortgages payable 4.87% 5.82% 8.2 4,959 5,350 Total debt 3.31% 3.36% 6.1 3,554,959 3,043,750 Debt discount, net (9,877 ) (10,824 ) Deferred financing costs, net (4) (26,627 ) (20,334 ) Total debt, net $ 3,518,455 $ 3,012,592 (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 nine months ended September 30, 2022 based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2022, including the impact of cash flow hedges on term loans. The weighted average stated interest rate for the term loans excluding the impact of cash flow hedges was 4.03% as of September 30, 2022. (3) Represents the weighted average remaining years to maturity based on the outstanding principal balance as of September 30, 2022. (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 by $500.0 million 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 As of September 30, 2022, 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 $8.4 million as of September 30, 2022, compared to $1.4 million as of December 31, 2021. As of September 30, 2022, the full $1.2 billion of borrowing capacity was available under the 2019 Credit Facility and there were no outstanding letters of credit. The Term Loans On April 2, 2020, the Operating Partnership entered into the 2020 Term Loan Agreement. On January 4, 2021, the remaining $178.0 million of 2020 Term Loans were fully repaid and the related unamortized deferred financing costs were written-off. 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 with a maturity date of August 22, 2025 and a $500.0 million tranche with a maturity date of August 20, 2027. The Term Loan Agreement also includes an accordion feature to increase the available term loans by $200.0 million in aggregate, subject to satisfying certain requirements. As of September 30, 2022, 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. In conjunction with entering into the 2022 Term Loans, the Company entered into interest rate swaps as a cash flow hedge. See Note 7 for further detail. 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 $8.2 million as of September 30, 2022. In connection with the issuance of the 2022 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 September 30, 2022. 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 September 30, 2022 December 31, 2021 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 On March 3, 2021, the Operating Partnership issued $800.0 million aggregate principal amount of Senior Unsecured Notes, comprised of the 2028 Senior Notes and 2032 Senior Notes, resulting in net proceeds of $787.7 million. In connection with the March 2021 offering, the Operating Partnership incurred $7.1 million in deferred financing costs and an offering discount of $5.2 million. 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. I f any of the Senior Unsecured Notes are redeemed three months or less (or two month s or less in the case of the 2027 Senior Notes and 2028 Senior Notes) prior to the ir respective maturity date s , the redemption price will not include a make-whole premium. As of September 30, 2022 and December 31, 2021, the unamortized deferred financing costs were $18.4 million and $20.3 million, respectively, and the unamortized discount was $10.0 million and $11.0 million, respectively. Mortgages Payable Indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under five fixed-rate non-recourse loans, which were securitized into CMBS and secured by the borrowers’ respective leased properties and related assets. In connection with the issuance of the 2028 and 2032 Senior Unsecured Notes, the Company repaid three of these loans in March 2021 and, as of September 30, 2022, had two non-defaulted loans with stated interest rates of 5.80% and 6.00%, respectively. Each loan was secured by one property. There were no unamortized deferred financing costs as of either September 30, 2022 and December 31, 2021, and the unamortized net premium as of both September 30, 2022 and December 31, 2021 was $0.2 million. Convertible Notes In May 2014, the Company issued $345.0 million aggregate principal amount of 3.75% convertible notes. During the year ended December 31, 2020, the Company repurchased $154.6 million of the 2021 Convertible Notes in cash. The remaining 2021 Convertible Notes matured on May 15, 2021 at which time they were settled in cash and the remaining discount and deferred financing costs were fully amortized. Debt Extinguishment During the nine months ended September 30, 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. During the nine months ended September 30, 2021, the Company extinguished the following debt: • $178.0 million of indebtedness outstanding under the 2020 Term Loans, resulting in a loss on debt extinguishment of $0.7 million, • $207.4 million aggregate principal amount of CMBS indebtedness on three loans secured by 86 properties, resulting in a loss on debt extinguishment of $28.5 million, and • $190.4 million of Convertible Notes upon their maturity. Debt Maturities As of September 30, 2022, scheduled debt maturities, including balloon payments, were as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2022 $ 134 $ — $ 134 2023 556 — 556 2024 590 — 590 2025 610 300,016 300,626 2026 468 300,000 300,468 Thereafter 2,532 2,950,053 2,952,585 Total $ 4,890 $ 3,550,069 $ 3,554,959 Interest Expense The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revolving credit facilities (1) $ 3,550 $ 765 $ 8,520 $ 2,118 Term loans (2) 2,940 — 2,940 24 Senior Unsecured Notes 22,313 22,313 66,939 63,683 Mortgages payable 73 81 225 2,427 Convertible Notes — — — 2,658 Non-cash: Amortization of deferred financing costs 1,475 910 3,637 3,026 Amortization of debt discount, net 318 307 947 1,830 Amortization of net losses related to interest rate swaps 702 702 2,106 2,106 Capitalized interest (415 ) — (741 ) — Total interest expense $ 30,956 $ 25,078 $ 84,573 $ 77,872 (1) Includes facility fees of approximately $0.5 million and $1.4 million for the three and nine months ended September 30, 2022, respectively, and $0.4 million and $1.3 million for the three and nine months ended September 30, 2021. ( 2 ) Includes impact of cash flow hedge. |