Debt | Debt The following is a summary of debt as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Fixed interest mortgage notes (1) $ 44,420 $ 51,896 Variable interest mortgage note (2) 5,748 6,105 Total mortgage debt 50,168 58,001 Unsecured revolving credit facility bearing variable interest (3) 159,000 166,000 $400 million senior unsecured notes bearing fixed interest of 4.30%, due March 2027 400,000 400,000 $350 million senior unsecured notes bearing fixed interest of 3.95%, due January 2028 350,000 350,000 $250 million unsecured term borrowing bearing fixed interest of 2.07%, due June 2023 (4) 250,000 250,000 $150 million senior unsecured notes bearing fixed interest of 4.03% to 4.74%, due January 2023 to 2031 150,000 150,000 $75 million senior unsecured notes bearing fixed interest of 4.09% to 4.24%, due August 2025 to 2027 75,000 75,000 Total principal 1,434,168 1,449,001 Unamortized deferred financing costs (8,925) (5,369) Unamortized discounts (4,366) (4,855) Unamortized fair value adjustments 26 73 Total debt $ 1,420,903 $ 1,438,850 (1) As of September 30, 2021, fixed interest mortgage notes bear interest from 4.63% to 5.50%, due in 2022 and 2024, with a weighted average interest rate of 4.79%. As of December 31, 2020, fixed interest mortgage notes bear interest from 4.63% to 5.50%, due in 2021, 2022, and 2024, with a weighted average interest rate of 4.78%. The notes are collateralized by three properties with a net book value of $97.0 million as of September 30, 2021 and four properties with a net book value of $110.3 million as of December 31, 2020. (2) Variable interest mortgage note bears variable interest of LIBOR plus 2.75%, for an interest rate of 2.83% and 2.90% as of September 30, 2021 and December 31, 2020, respectively. The note is due in 2028 and is collateralized by one property with a net book value of $8.1 million as of September 30, 2021 and $8.3 million as of December 31, 2020. (3) As of September 30, 2021, the amount of commitments under the revolving credit facility was $1.0 billion bearing variable interest of LIBOR plus 0.85%, due September 2025. As of December 31, 2020, the amount of commitments under the revolving credit facility was $850.0 million bearing variable interest of LIBOR plus 0.90%, due September 2022. (4) The Operating Partnership’s borrowings under the term loan feature of the Credit Agreement bears interest at a rate which is determined by the Trust’s credit rating, currently equal to LIBOR + 1.00%. The Operating Partnership has entered into a pay-fixed receive-variable interest rate swap, fixing the LIBOR component of this rate at 1.07%. On September 24, 2021, the Operating Partnership, as borrower, and the Trust, as guarantor, executed a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which extended the maturity date of the revolving credit facility under the Credit Agreement to September 24, 2025 and reduced the interest rate margin applicable to borrowings. The Credit Agreement includes an unsecured revolving credit facility of $1.0 billion and contains a term loan feature of $250.0 million, bringing total borrowing capacity to $1.3 billion. The Credit Agreement also includes a swingline loan commitment for up to 10% of the maximum principal amount and provides an accordion feature allowing the Operating Partnership to increase borrowing capacity by up to an additional $500.0 million, subject to customary terms and conditions, resulting in a maximum borrowing capacity of $1.75 billion. The revolving credit facility under the Credit Agreement also includes two, six-month extension options. Borrowings under the Credit Agreement bear interest on the outstanding principal amount at an adjusted LIBOR rate, which is based on the Trust’s investment grade rating under the Credit Agreement. As of September 30, 2021, the Trust had investment grade ratings of BBB from S&P, Baa2 from Moody’s, and BBB from Fitch. As such, borrowings under the revolving credit facility of the Credit Agreement accrue interest on the outstanding principal at a rate of LIBOR + 0.85%. The Credit Agreement includes a facility fee equal to 0.20% per annum, which is also determined by the Trust’s investment grade rating. On July 7, 2016, the Operating Partnership borrowed $250.0 million under the 7-year term loan feature of the Credit Agreement. Pursuant to the Credit Agreement, borrowings under the term loan feature of the Credit Agreement bear interest on the outstanding principal amount at a rate which is determined by the Trust’s credit rating, currently equal to LIBOR + 1.00%. The Operating Partnership simultaneously entered into a pay-fixed receive-variable rate swap for the full borrowing amount, fixing the LIBOR component of the borrowing rate to 1.07%, for a current all-in fixed rate of 2.07%. Both the borrowing and pay-fixed receive-variable swap have a maturity date of June 10, 2023. Base Rate Loans, Adjusted LIBOR Rate Loans, and Letters of Credit (each, as defined in the Credit Agreement) will be subject to interest rates, based upon the Trust’s investment grade rating as follows: Credit Rating Applicable Margin for Revolving Loans: LIBOR Rate Loans Applicable Margin for Revolving Loans: Base Rate Loans Applicable Margin for Term Loans: LIBOR Rate Loans Applicable Margin for Term Loans: Base Rate Loans At Least A- or A3 LIBOR + 0.725% — % LIBOR + 0.85% — % At Least BBB+ or Baa1 LIBOR + 0.775% — % LIBOR + 0.90% — % At Least BBB or Baa2 LIBOR + 0.85% — % LIBOR + 1.00% — % At Least BBB- or Baa3 LIBOR + 1.05% 0.05 % LIBOR + 1.25% 0.25 % Below BBB- or Baa3 LIBOR + 1.40% 0.40 % LIBOR + 1.65% 0.65 % The Credit Agreement contains financial covenants that, among other things, require compliance with leverage and coverage ratios and maintenance of minimum tangible net worth, as well as covenants that may limit the Trust’s and the Operating Partnership’s ability to incur additional debt, grant liens, or make distributions. The Company may, at any time, voluntarily prepay any revolving or term loan under the Credit Agreement in whole or in part without premium or penalty. As of September 30, 2021, the Company was in compliance with all financial covenants related to the Credit Agreement. The Credit Agreement includes customary representations and warranties by the Trust and the Operating Partnership and imposes customary covenants on the Operating Partnership and the Trust. The Credit Agreement also contains customary events of default, and if an event of default occurs and continues, the Operating Partnership is subject to certain actions by the administrative agent, including without limitation, the acceleration of repayment of all amounts outstanding under the Credit Agreement. As of September 30, 2021, the Company had $159.0 million of borrowings outstanding under its unsecured revolving credit facility, and $250.0 million of borrowings outstanding under the term loan feature of the Credit Agreement. As defined by the Credit Agreement, the current unencumbered borrowing base allows the Company to borrow an additional $841.0 million before reaching the maximum allowed under the credit facility. Notes Payable As of September 30, 2021, the Company had $975.0 million aggregate principal amount of senior notes issued and outstanding by the Operating Partnership, comprised of $15.0 million maturing in 2023, $25.0 million maturing in 2025, $70.0 million maturing in 2026, $425.0 million maturing in 2027, $395.0 million maturing in 2028, and $45.0 million maturing in 2031. Certain properties have mortgage debt that contains financial covenants. As of September 30, 2021, the Trust was in compliance with all mortgage debt financial covenants. Scheduled principal payments due on consolidated debt as of September 30, 2021, are as follows (in thousands): 2021 $ 463 2022 20,825 2023 266,008 2024 23,669 2025 184,476 Thereafter 938,727 Total Payments $ 1,434,168 As of September 30, 2021, the Company had total consolidated indebtedness of approximately $1.4 billion. The weighted average interest rate on consolidated indebtedness was 3.48% (based on the 30-day LIBOR rate as of September 30, 2021, of 0.08%). For the three month periods ended September 30, 2021 and 2020, the Company incurred interest expense on its debt, exclusive of deferred financing cost amortization, of $12.9 million and $13.1 million, respectively. For the nine month periods ending September 30, 2021 and 2020, the Company incurred interest expense on its debt, exclusive of deferred financing cost amortization, of $39.0 million and $41.7 million, respectively. |