Mortgage Notes Payable, Net | NOTE 8 - MORTGAGE NOTES PAYABLE, NET On January 28, 2021, subsidiaries of the Company (collectively, “Borrower”) entered into a structured credit facility transaction with CBRE Multifamily Capital, Inc. for delivery of loans and/or advances to Fannie Mae (the “Facility”) for a term of 15 years (the “Facility Termination Date”). Pursuant to the terms of the loan documents for the Facility, the lender agreed to make advances at both fixed and variable rates to Borrower during the term of the Facility provided that Borrower satisfies certain customary conditions as set forth in the Facility loan documents (the “Loan Documents”), including debt service coverage tests and loan-to-value tests. The fixed rate advances in the Facility may have terms not less than five or more than 15 years from the closing of such advance and variable rate advances in the Facility may have terms not less than five or more than 10 years from the closing of such advance. All advances must have maturity dates that do not exceed the Facility Termination Date. Borrower has the option to convert variable rate advances to fixed rate advances beginning on the first day of the second year of the variable rate advance term and ending seven years prior to the Facility Termination Date, subject to the satisfaction of customary requirements set forth in the Loan Documents. The Facility is non-recourse to the Borrower except for the customary exceptions to non-recourse provisions of the Loan Documents (“carve-outs”). The Borrower’s obligations for the carve-outs are guaranteed solely by the Borrowers. The Company is the key principal under the Facility and as such must continue to indirectly own an interest in each Borrower and is subject to certain transfer restrictions with respect to its ownership interest in each Borrower as provided in the Loan Documents. In addition, the Facility contains customary representations and warranties, financial and other covenants, events of default and remedies typical for this type of facility. The initial advance of $495.2 million under the Facility occurred on January 28, 2021 and is secured by the following twelve multifamily properties located in Arizona, Colorado, Georgia, Oregon and Texas (including five properties formerly held by REIT II): Estates at Johns Creek, Heritage Pointe, Providence in the Park, South Lamar Village, Verona Apartments, Westside, 81 Fifty at West Hills, Adair off Addison I & II, Montclair Terrace, Palmer at Las Colinas, and Uptown Buckhead. The proceeds from the initial advance were used to refinance or pay off $462 million of the Company’s debt. Loans that were repaid in full were loans secured by Vista Apartment Homes, Cannery Lofts, Retreat at Rocky Ridge, Tech Center Square, and Aston at Cinco Ranch. The Company recorded $4.6 million extinguishment costs upon the refinance for the three months ended March 31, 2021 including $2.4 million in prepayment penalties. Additional information about the initial advance is as follows (in thousands): Collateral Original Loan Amount Maturity Date Type Annual Interest Rate Average Monthly Debt Service CBRE Credit Facility - Fixed Advance 1 $ 235,205 2/1/2031 Fixed 2.79% $ 554 CBRE Credit Facility - Fixed Advance 2 $ 235,205 2/1/2028 Fixed 2.62% $ 521 CBRE Credit Facility - Floating Advance $ 24,760 2/1/2031 Floating (1) 2.11% $ 45 (1) Floating rate based on 30-day average SOFR plus a fixed margin of 2.06%. The following table presents a summary of the Company's mortgage notes payable, net (in thousands): March 31, 2021 December 31, 2020 Collateral Outstanding Borrowings Premium (Discount) Deferred Finance Costs, Net Carrying Value Outstanding Borrowings Premium (Discount) Deferred Finance Costs, Net Carrying Value Vista Apartment Homes $ — $ — $ — $ — $ 13,934 $ — $ (33 ) $ 13,901 Cannery Lofts — — — — 13,071 — (79 ) 12,992 Retreat at Rocky Ridge — — — — 10,988 — (108 ) 10,880 Trailpoint at the Woodlands 17,321 — (81 ) 17,240 17,401 — (89 ) 17,312 The Westside Apartments — — — — 35,052 — (246 ) 34,806 Tech Center Square — — — — 11,454 — (70 ) 11,384 Verona Apartment Homes — — — — 32,862 — (305 ) 32,557 Skyview Apartment Homes 28,168 — (254 ) 27,914 28,307 — (265 ) 28,042 Maxwell Townhomes 12,411 — (20 ) 12,391 12,489 — (26 ) 12,463 Meridian Pointe 38,158 — (289 ) 37,869 38,405 — (310 ) 38,095 Evergreen at Coursey Place 24,939 7 (7 ) 24,939 25,085 12 (12 ) 25,085 Pines of York 13,707 (39 ) (7 ) 13,661 13,793 (53 ) (10 ) 13,730 The Estates at Johns Creek — — — — 65,000 — (501 ) 64,499 Perimeter Circle 26,115 — (239 ) 25,876 26,115 — (252 ) 25,863 Perimeter 5550 20,630 — (219 ) 20,411 20,630 — (231 ) 20,399 Aston at Cinco Ranch — — — — 21,549 — (40 ) 21,509 Sunset Ridge 28,600 — (295 ) 28,305 28,600 — (307 ) 28,293 Calloway at Las Colinas 51,935 — (401 ) 51,534 51,935 — (416 ) 51,519 South Lamar Village — — — — 21,000 — (251 ) 20,749 Heritage Pointe — — — — 24,257 — (161 ) 24,096 The Bryant at Yorba Linda 75,165 — (384 ) 74,781 75,415 — (401 ) 75,014 Point Bonita Apartment Homes 25,130 701 (120 ) 25,711 25,250 772 (133 ) 25,889 Providence in the Park — — — — 45,411 — (257 ) 45,154 Green Trails Apartment Homes 59,272 — (319 ) 58,953 59,654 — (345 ) 59,309 Terraces at Lake Mary 31,201 — (188 ) 31,013 31,401 — (201 ) 31,200 Courtney Meadows Apartments 26,374 — (190 ) 26,184 26,543 — (203 ) 26,340 Addison at Sandy Springs 22,284 — (184 ) 22,100 22,427 — (196 ) 22,231 Bristol at Grapevine 32,922 — (232 ) 32,690 32,922 — (247 ) 32,675 Crosstown at Chapel Hill 42,650 (759 ) — 41,891 — — — — The Brookwood - Key Bank 16,517 153 — 16,670 — — — — The Brookwood - Capital One 2,504 — — 2,504 — — — — 1000 Spalding Crossing 35,035 — — 35,035 — — — — Grand Reserve 47,845 (1,540 ) — 46,305 — — — — Verdant Apartment Homes 47,146 — — 47,146 — — — — Arcadia Apartment Homes 56,810 — — 56,810 — — — — Ravina Apartment Homes 25,314 244 — 25,558 — — — — Windbrooke Crossing 36,212 356 — 36,568 — — — — Woods of Burnsville 36,683 (118 ) — 36,565 — — — — Indigo Creek 39,242 (334 ) — 38,908 — — — — Martin's Point 29,095 (351 ) — 28,744 — — — — Bay Club 20,785 (229 ) — 20,556 — — — — Tramore Village 32,625 (510 ) — 32,115 — — — — Matthews Reserve 23,850 1,201 — 25,051 — — — — The Park at Kensington 21,760 1,062 — 22,822 — — — — Wimbledon Oaks 18,410 202 — 18,612 — — — — Summit 27,580 292 — 27,872 — — — — CBRE Credit Facility 495,170 — (4,092 ) 491,078 — — — — $ 1,589,565 $ 338 $ (7,521 ) $ 1,582,382 $ 830,950 $ 731 $ (5,695 ) $ 825,986 The following table presents additional information about the Company's mortgage notes payable, net (in thousands, except percentages) as of March 31, 2021: Collateral Maturity Date Annual Interest Rate Type (1) Average Monthly Debt Service Average Monthly Escrow Trailpoint at the Woodlands 11/1/2023 2.52% Float (3) $ 64 $ 43 Skyview Apartment Homes 10/1/2026 2.47% Float (2) 106 36 Maxwell Townhomes 1/1/2022 4.32% Fixed (4) 71 87 Meridian Pointe 8/1/2024 2.01% Float (2) 148 83 Evergreen at Coursey Place 8/1/2021 5.07% Fixed (4) 154 51 Pines of York 12/1/2021 4.46% Fixed (4) 80 30 Perimeter Circle 1/1/2026 1.61% Float (2) 46 47 Perimeter 5550 1/1/2026 1.61% Float (2) 36 35 Sunset Ridge 11/1/2027 2.45% Float (4) 60 34 Calloway at Las Colinas 12/1/2027 2.57% Fixed (4) 113 65 The Bryant at Yorba Linda 4/15/2027 2.36% Float (3) 240 — Point Bonita Apartment Homes 10/1/2023 5.33% Fixed (4) 152 71 Green Trails Apartment Homes 6/1/2024 2.10% Float (2) 234 100 Terraces at Lake Mary 9/1/2024 2.02% Float (2) 121 62 Courtney Meadows Apartments 1/1/2025 1.95% Float (2) 100 70 Addison at Sandy Springs 5/1/2025 1.87% Float (2) 83 33 Bristol at Grapevine 5/1/2025 1.82% Float (2) 109 95 Crosstown at Chapel Hill 7/1/2025 1.88% Float (2) 127 70 The Brookwood - Key Bank 11/1/2021 4.73% Fixed (4) 105 50 The Brookwood - Capital One 11/1/2021 5.40% Fixed (4) 16 — 1000 Spalding Crossing 12/1/2027 2.51% Fixed (4) 74 60 Grand Reserve 5/1/2028 1.83% Float (2) 75 99 Verdant Apartment Homes 12/1/2027 2.57% Fixed (4) 102 40 Arcadia Apartment Homes 12/1/2027 2.57% Fixed (4) 123 43 Ravina Apartment Homes 5/1/2022 3.76% Fixed (4) 144 181 Windbrooke Crossing 1/1/2024 2.80% Float (2) 161 84 Woods of Burnsville 2/1/2024 2.24% Float (2) 148 95 Indigo Creek 5/1/2024 2.04% Float (2) 153 59 Martin's Point 11/1/2024 1.97% Float (2) 111 78 Bay Club 8/1/2024 1.98% Float (2) 80 57 Tramore Village 4/1/2025 1.91% Float (2) 115 61 Matthews Reserve 9/1/2025 4.47% Fixed (4) 106 35 The Park at Kensington 10/1/2025 4.36% Fixed (4) 92 48 Wimbledon Oaks 3/1/2026 4.33% Fixed (4) 67 63 Summit 7/1/2026 3.84% Fixed (4) 89 45 (1) (2) (3) (4) Loans assumed as part of the Point Bonita Apartment Homes, Paladin (Evergreen at Coursey Place and Pines of York), Maxwell, and the Merger were recorded at their fair values. The premium or discount is amortized over the remaining term of the loans and included in interest expense. For the three months ended March 31, 2021 and 2020, interest expense was increased by $522,000 and reduced by $82,000, respectively, for the amortization of the premium or discount. All mortgage notes are collateralized by a first mortgage lien on the assets of the respective property named in the table above. The amount outstanding on the mortgages may be prepaid in full during the entire term with a prepayment penalty on the majority of mortgages held. The following table presents the Company's annual principal payments on outstanding borrowings for each of the next five 12-month periods ending March 31, and thereafter (in thousands): 2022 $ 84,695 2023 41,496 2024 125,955 2025 234,757 2026 225,629 Thereafter 877,033 $ 1,589,565 The mortgage notes payable are recourse only with respect to the properties that secure the notes, subject to certain limited standard exceptions, as defined in each mortgage note. These exceptions are referred to as “carveouts.” The Company has guaranteed the carveouts under mortgage notes, other than the notes with respect to the Credit Facility, by executing a guarantee with respect to the properties. In general, carveouts relate to damages suffered by the lender for a borrower’s failure to pay rents, insurance or condemnation proceeds to lender, failure to pay water, sewer and other public assessments or charges, failure to pay environmental compliance costs or to deliver books and records, in each case as required in the loan documents. The exceptions also require the Company to guarantee payment of audit costs, lender’s enforcement of its rights under the loan documents and payment of the loan if the borrower voluntarily files for bankruptcy or seeks reorganization, or if a related party of the borrower does so with respect to the subsidiary. Deferred financing costs incurred to obtain financing are amortized over the term of the related debt. During the three months ended March 31, 2021 and 2020, $2.5 million and $396,000, respectively, of amortization of deferred financing costs was included in interest expense. The following table presents the Company's estimated amortization of the existing deferred financing costs for the next five 12-month periods ending March 31, and thereafter (in thousands): 2022 $ 1,321 2023 1,274 2024 1,227 2025 992 2026 770 Thereafter 1,937 $ 7,521 |