Debt | 7. Debt ā A summary of outstanding indebtedness as of September 30, 2019, and December 31, 2018, is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Maturity ā September 30, ā December 31, ā ā Interest Rate Date 2019 2018 Revolving credit facility ā 3.47% and 3.95% at September 30, 2019, and December 31, 2018, respectively ā April 19, 2022 ā $ 62,250 ā $ 211,500 ā 2020 Senior unsecured term loan (1) ā 3.12% and 3.37% at September 30, 2019, and December 31, 2018, respectively ā June 24, 2020 ā ā 150,000 ā ā 150,000 ā 2021 Senior unsecured term loan ā 3.42% and 3.90% at September 30, 2019, and December 31, 2018, respectively ā February 2, 2021 ā ā 100,000 ā ā 100,000 ā 2022 Senior unsecured term loan ā 3.42% and 3.65% at September 30, 2019, and December 31, 2018, respectively ā April 19, 2022 ā ā 200,000 ā ā 200,000 ā 2023 Senior unsecured term loan (2) ā 3.77% and 4.01% at September 30, 2019, and December 31, 2018, respectively ā April 19, 2023 ā ā 150,000 ā ā 150,000 ā 2023 Senior unsecured notes ā 4.19% at September 30, 2019, and December 31, 2018, respectively ā June 15, 2023 ā ā 150,000 ā ā 150,000 ā 2024 Senior unsecured notes ā 3.91% at September 30, 2019, and December 31, 2018, respectively ā April 20, 2024 ā ā 175,000 ā ā 175,000 ā 2026 Senior unsecured notes (3) ā 4.52% at September 30, 2019 ā April 17, 2026 ā ā 200,000 ā ā ā ā 2029 Senior unsecured notes ā 4.31% at September 30, 2019 ā April 17, 2029 ā ā 200,000 ā ā ā ā Total principal outstanding ā ā ā ` ā ā 1,387,250 ā ā 1,136,500 ā Unamortized deferred financing costs ā ā ā ā ā ā (6,709) ā ā (5,677) ā Total debt ā ā ā ā ā $ 1,380,541 ā $ 1,130,823 ā ā ā (1) Our Operating Partnership has in place a swap agreement with respect to the 2020 Term Loan (as defined below), effective through May 5, 2020, to swap the variable interest rate associated with $75 million, or 50% of the principal amount, of the 2020 Term Loan to a fixed rate of approximately 2.83% per annum at our current leverage ratio as of September 30, 2019. The interest rate on the remaining $75 million of the 2020 Term Loan is based on the London Interbank Offered Rate (āLIBORā) plus the applicable spread. The effective interest rate as of September 30, 2019, is 3.12% . See Note 8 ā Derivatives and Hedging Activities. (2) Our Operating Partnership has in place a swap agreement with respect to the 2023 Term Loan (as defined below), effective through April 5, 2023, to swap the variable interest rate associated with $75 million, or 50% of the principal amount of the 2023 Term Loan, to a fixed rate of approximately 4.12% per annum at our current leverage ratio as of September 30, 2019. The interest rate on the remaining $75 million of the 2023 Term Loan is based on LIBOR plus the applicable spread. The effective interest rate as of September 30, 2019, is 3.77% . See Note 8 ā Derivatives and Hedging Activities. (3) Our Operating Partnership had in place a $175 million forward-starting seven-year interest rate swap agreement to protect against adverse fluctuations in interest rates in anticipation of the issuance of the 2026 Notes (as defined below). On April 3, 2019, we settled the $175 million swap and after giving effect to cancellation costs incurred in connection with the termination of the swap, the 2026 Notes bear an effective interest rate of 4.52% per annum. See Note 8 ā Derivatives and Hedging Activities. ā Revolving Credit Facility ā On April 19, 2018, our Operating Partnership and certain subsidiary co-borrowers entered into the Fourth Amended and Restated Credit Agreement (as amended and restated, the āAmended and Restated Credit Agreementā), which amended and restated our previous credit agreement to provide additional liquidity of $250 million, which was used to pay down a portion of the then-existing revolving credit facility, fund continued development across our portfolio, and for general corporate purposes. The Amended and Restated Credit Agreement, among other things, increased the revolving credit facility from $350 million to $450 million, decreased the interest rates on borrowings under the revolving credit facility and certain term loans, and extended the maturity date from June 24, 2019, to April 19, 2022, with a one-time extension option, which, if exercised, would extend the maturity date to April 19, 2023. The exercise of the extension option is subject to the payment of an extension fee equal to 10 basis points of the total commitments under the Amended and Restated Credit Agreement at initial maturity and certain other customary conditions. The Amended and Restated Credit Agreement increased our total commitment from $600 million to $850 million, consisting of a $450 million revolving credit facility, a $150 million senior unsecured term loan scheduled to mature on June 24, 2020, a $100 million senior unsecured term loan scheduled to mature on February 2, 2021, and a new $150 million senior unsecured term loan scheduled to mature on April 19, 2023. See ā2020 Senior Unsecured Term Loan,ā ā2021 Senior Unsecured Term Loan,ā and ā2023 Senior Unsecured Term Loanā below for a discussion of the $150 million, $100 million, and $150 million senior unsecured term loans, respectively. The Amended and Restated Credit Agreement also increased our accordion feature by $150 million to $350 million, which allows our Operating Partnership to increase the total commitments from $850 million to $1.2 billion, under specified circumstances, including securing capital from new or existing lenders. ā Borrowings under the revolving credit facility were amended to bear interest at a variable rate per annum equal to either (i) LIBOR plus 145 basis points to 205 basis points, or (ii) a base rate plus 45 basis points to 105 basis points, each depending on our Operating Partnershipās leverage ratio. At September 30, 2019, our Operating Partnershipās leverage ratio was 29.3% and the interest rate was LIBOR plus 145 basis points. ā The total amount available for borrowing under the revolving credit facility, is equal to the lesser of $450.0 million or the availability calculated based on our unencumbered asset pool. As of September 30, 2019, the borrowing capacity was $450.0 million. As of September 30, 2019, $62.3 million was borrowed and outstanding, $4.9 million was outstanding under letters of credit, and therefore $382.8 million remained available for us to borrow under the revolving credit facility. ā Our ability to borrow under the Amended and Restated Credit Agreement is subject to ongoing compliance with a number of financial covenants and other customary restrictive covenants, including, among others: ā ā a maximum leverage ratio (defined as total consolidated indebtedness to total gross asset value) of 60% , which, as of September 30, 2019, was 29.3% ā a maximum secured debt ratio (defined as total consolidated secured debt to total gross asset value) of 40% , which, as of September 30, 2019, was 0.0% ā a minimum fixed charge coverage ratio (defined as adjusted consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.5 to 1.0, which, as of September 30, 2019, was 5.9 to 1.0. ā The Amended and Restated Credit Agreement ranks pari passu with the 2020 Term Loan, the 2021 Term Loan, the 2022 Term Loan, the 2023 Term Loan, the 2023 Notes, 2024 Notes, the 2026 Notes, and the 2029 Notes (each as defined herein) and contains the same financial covenants and other customary restrictive covenants as those debt instruments. As of September 30, 2019, we were in compliance with all of the financial covenants under the Amended and Restated Credit Agreement. ā 2020 Senior Unsecured Term Loan ā Pursuant to the terms of the Amended and Restated Credit Agreement, our Operating Partnership and certain subsidiaries are party to a $150 million senior unsecured term loan (the ā2020 Term Loanā), which was originally entered into on June 24, 2015. The 2020 Term Loan has a five-year term maturing on June 24, 2020. The 2020 Term Loan ranks pari passu with the 2021 Term Loan, the 2022 Term Loan, the 2023 Term Loan, the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the Amended and Restated Credit Agreement and contains the same financial covenants and other customary restrictive covenants as those debt instruments. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2020 Term Loan. ā Borrowings under the 2020 Term Loan bear interest at a variable rate per annum equal to either (i) LIBOR plus 140 basis points to 200 basis points, or (ii) a base rate plus 40 basis points to 100 basis points, each depending on our Operating Partnershipās leverage ratio. At September 30, 2019, the Operating Partnershipās leverage ratio was 29.3% and the interest rate was LIBOR plus 140 basis points. ā 2021 Senior Unsecured Term Loan ā On February 2, 2016, our Operating Partnership and certain subsidiaries partially exercised the accordion feature on our term loans under the Amended and Restated Credit Agreement and entered into a $100 million senior unsecured term loan (the ā2021 Term Loanā). The 2021 Term Loan is governed by the terms of the Amended and Restated Credit Agreement. The 2021 Term Loan has a five-year term maturing on February 2, 2021. The 2021 Term Loan ranks pari passu with the 2020 Term Loan, the 2022 Term Loan, the 2023 Term Loan, the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the Amended and Restated Credit Agreement and contains the same financial covenants and other customary restrictive covenants as those debt instruments. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2021 Term Loan. ā Borrowings under the 2021 Term Loan bear interest at a variable rate per annum equal to either (i) LIBOR plus 140 basis points to 200 basis points, or (ii) a base rate plus 40 basis points to 100 basis points, each depending on our Operating Partnershipās leverage ratio. At September 30, 2019, our Operating Partnershipās leverage ratio was 29.3% and the interest rate was LIBOR plus 140 basis points. ā 2022 Senior Unsecured Term Loan ā On April 19, 2017, our Operating Partnership and certain subsidiaries entered into an Amended and Restated Term Loan Agreement (as amended and restated, the āTerm Loan Agreementā), which amended and restated the $100 million senior unsecured term loan, originally entered into on January 31, 2014 (the ā2022 Term Loanā). The Term Loan Agreement was amended and restated to, among other things, (i) exercise the accordion feature to increase the total commitments to $200 million, (ii) extend the maturity of the term loan from January 31, 2019, to April 19, 2022, (iii) amend the accordion feature to allow an increase in total commitments from $200 million to $300 million, under specified circumstances, including securing capital from new or existing lenders, and (iv) explicitly permit the issuance of the 2024 Notes defined below (the ā2024 Notesā). ā The 2022 Term Loan ranks pari passu with the 2020 Term Loan, the 2021 Term Loan, the 2023 Term Loan, the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the Amended and Restated Credit Agreement and contains the same financial covenants and other customary restrictive covenants as those debt instruments. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2022 Term Loan. ā Borrowings under the 2022 Term Loan bear interest at a variable rate per annum equal to either (i) LIBOR plus 140 basis points to 200 basis points, or (ii) a base rate plus 40 basis points to 100 basis points, each depending on our Operating Partnershipās leverage ratio. At September 30, 2019, our Operating Partnershipās leverage ratio was 29.3% and the interest rate was LIBOR plus 140 basis points. ā 2023 Senior Unsecured Term Loan ā On April 19, 2018, pursuant to the terms of, the Amended and Restated Credit Agreement, our Operating Partnership and certain subsidiaries entered into a $150 million senior unsecured term loan (the ā2023 Term Loanā). The 2023 Term Loan has a five-year term maturing on April 19, 2023. The 2023 Term Loan ranks pari passu with the 2020 Term Loan, the 2021 Term Loan, the 2022 Term Loan, the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the Amended and Restated Credit Agreement and contains the same financial covenants and other customary restrictive covenants as those debt instruments. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2023 Term Loan. ā Borrowings under the 2023 Term Loan bear interest at a variable rate per annum equal to either (i) LIBOR plus 140 basis points to 200 basis points, or (ii) a base rate plus 40 basis points to 100 basis points, each depending on our Operating Partnershipās leverage ratio. At September 30, 2019, our Operating Partnershipās leverage ratio was 29.3% and the interest rate was LIBOR plus 140 basis points. ā 2023 Senior Unsecured Notes ā On June 15, 2016, our Operating Partnership issued an aggregate principal amount of $150 million, 4.19% senior unsecured notes due June 15, 2023 (the ā2023 Notesā), in a private placement to certain accredited investors. The terms of the 2023 Notes are governed by a note purchase agreement, dated June 15, 2016 (the ā2023 Note Purchase Agreementā), by and among our Operating Partnership, the Company and the purchasers of the 2023 Notes. ā Interest is payable semiannually, on the 15 th ā Our Operating Partnership may prepay all or a portion of the 2023 Notes upon notice to the holders for 100% of the principal amount plus a make-whole premium as set forth in the 2023 Note Purchase Agreement. Upon the occurrence of certain change of control events, holders of the 2023 Notes have the right to require our Operating Partnership to purchase 100% of such holderās 2023 Notes in cash at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. ā The 2023 Notes rank pari passu with the 2020 Term Loan, the 2021 Term Loan, the 2022 Term Loan, the 2023 Term Loan, the 2024 Notes, the 2026 Notes, the 2029 Notes and the Amended and Restated Credit Agreement. On June 12, 2018, the 2023 Note Purchase Agreement was amended to, among other things, conform to the same financial covenants as the Amended and Restated Credit Agreement, as described above. In addition, certain additional financial covenants in the Amended and Restated Credit Agreement were automatically incorporated into the 2023 Note Purchase Agreement, and, subject to certain conditions, these additional financial covenants will be deleted, removed, amended or otherwise modified to be more or less restrictive if the analogous covenant in the Credit Agreement is so deleted, removed, amended or otherwise modified. These covenants are subject to a number of exceptions and qualifications set forth in the 2023 Note Purchase Agreement. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2023 Note Purchase Agreement. ā 2024 Senior Unsecured Notes ā On April 20, 2017, our Operating Partnership issued an aggregate principal amount of $175 million, 3.91% senior unsecured notes due April 20, 2024 (the ā2024 Notesā), in a private placement to certain accredited investors. The terms of the 2024 Notes are governed by a note purchase agreement, dated April 20, 2017 (the ā2024 Note Purchase Agreementā), by and among our Operating Partnership, the Company and the purchasers of the 2024 Notes. ā Interest is payable semiannually, on the 15 th ā Our Operating Partnership may prepay all or a portion of the 2024 Notes upon notice to the holders for 100% of the principal amount plus a make-whole premium as set forth in the 2024 Note Purchase Agreement. Upon the occurrence of certain change of control events, holders of the 2024 Notes would have the right to require our Operating Partnership to purchase 100% of such holdersā 2024 Notes in cash at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. ā The 2024 Notes rank pari passu with the 2020 Term Loan, the 2021 Term Loan, the 2022 Term Loan, the 2023 Term Loan, the 2023 Notes, the 2026 Notes, the 2029 Notes and the Amended and Restated Credit Agreement. On June 12, 2018, the 2024 Note Purchase Agreement was amended to, among other things, conform to the same financial covenants as the Amended and Restated Credit Agreement, as described above. In addition, certain additional financial covenants in the Amended and Restated Credit Agreement were automatically incorporated into the 2024 Note Purchase Agreement, and, subject to certain conditions, these additional financial covenants will be deleted, removed, amended or otherwise modified to be more or less restrictive if the analogous covenant in the Amended and Restated Credit Agreement is so deleted, removed, amended or otherwise modified. These covenants are subject to a number of exceptions and qualifications set forth in the 2024 Note Purchase Agreement. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2024 Note Purchase Agreement. ā 2026 Senior Unsecured Notes ā On April 17, 2019, our Operating Partnership issued an aggregate principal amount of $200 million, 4.11% Series A senior unsecured notes due April 17, 2026 (the ā2026 Notesā), in a private placement to certain accredited investors. After giving effect to cancellation costs incurred in connection with the termination of an interest rate swap agreement entered into in anticipation of the issuance of the Notes, the 2026 Notes bear an effective interest rate of 4.52% per annum. The terms of the 2026 Notes are governed by a note purchase agreement, dated April 17, 2019 (the ā2026 Note Purchase Agreementā), by and among our Operating Partnership, the Company and the purchasers of the 2026 Notes. ā Interest is payable semiannually, on the 15 th ā Our Operating Partnership may prepay all or a portion of the 2026 Notes upon notice to the holders for 100% of the principal amount plus a make-whole premium as set forth in the 2026 Note Purchase Agreement. Upon the occurrence of certain change of control events, holders of the 2026 Notes would have the right to require our Operating Partnership to purchase 100% of such holdersā 2026 Notes in cash at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. ā The 2026 Notes rank pari passu with the 2020 Term Loan, the 2021 Term Loan, the 2022 Term Loan, the 2023 Term Loan, the 2023 Notes, the 2024 Notes, the 2029 Notes and the Amended and Restated Credit Agreement. The 2026 Note Purchase Agreement conforms to the same financial covenants as the Amended and Restated Credit Agreement, as described above. In addition, on the date of the 2026 Note Purchase Agreement and from time to time, certain additional financial covenants in the Amended and Restated Credit Agreement will be automatically incorporated into the 2026 Note Purchase Agreement and, subject to certain conditions, will be deleted, removed, amended or otherwise modified to be more or less restrictive if the analogous covenant in the Amended and Restated Credit Agreement is so deleted, removed, amended or otherwise modified. These covenants are subject to a number of exceptions and qualifications set forth in the 2026 Note Purchase Agreement. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2026 Note Purchase Agreement. ā 2029 Senior Unsecured Notes ā As mentioned above, on April 17, 2019, our Operating Partnership entered into the 2026 Note Purchase Agreement to issue the 2026 Notes and an additional aggregate principal amount of $200 million, 4.31% Series B senior unsecured notes due April 17, 2029 (the ā2029 Notesā), in a private placement to certain accredited investors. An aggregate principal amount of $125 million of the 2029 Notes was issued on April 17, 2019. The remaining $75 million of the 2029 Notes was issued on July 17, 2019. The terms of the 2029 Notes are governed by the 2026 Note Purchase Agreement, by and among our Operating Partnership, the Company and the purchasers of the 2029 Notes. ā Interest is payable semiannually, on the 15 th ā Our Operating Partnership may prepay all or a portion of the 2029 Notes upon notice to the holders for 100% of the principal amount plus a make-whole premium as set forth in the 2026 Note Purchase Agreement. Upon the occurrence of certain change of control events, holders of the 2029 Notes would have the right to require our Operating Partnership to purchase 100% of such holdersā 2029 Notes in cash at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. ā The 2029 Notes rank pari passu with the 2020 Term Loan, the 2021 Term Loan, the 2022 Term Loan, the 2023 Term Loan, the 2023 Notes, the 2024 Notes, the 2026 Notes and the Amended and Restated Credit Agreement. As of September 30, 2019, we were in compliance with all of the financial covenants under the 2026 Note Purchase Agreement. ā Debt Maturities ā The following table summarizes when our debt currently becomes due (in thousands): ā ā ā ā ā ā Year Ending December 31, ā ā 2019 ā $ ā ā 2020 ā ā 150,000 ā 2021 ā ā 100,000 ā 2022 ā ā 262,250 ā 2023 ā ā 300,000 ā Thereafter ā ā 575,000 ā Total principal outstanding ā ā 1,387,250 ā Unamortized deferred financing costs ā ā (6,709) ā Total debt, net ā $ 1,380,541 ā ā |