Debt | Debt The following is a summary of debt as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, Fixed interest mortgage notes (1) $ 59,511 $ 59,776 Variable interest mortgage notes (2) 104,916 105,153 Total mortgage debt 164,427 164,929 $1.0 billion unsecured revolving credit facility due September 2025 (3) — 193,000 $400 million unsecured term borrowing bearing fixed interest of 4.693%, due May 2028 (4) 400,000 — $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 $500 million senior unsecured notes bearing fixed interest of 2.625%, due November 2031 500,000 500,000 $135 million senior unsecured notes bearing fixed interest of 4.43% to 4.74%, due January 2026 to 2031 135,000 150,000 $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 2,024,427 1,832,929 Unamortized deferred financing costs (10,003) (7,453) Unamortized discounts (6,812) (7,359) Total debt $ 2,007,612 $ 1,818,117 (1) As of June 30, 2023, fixed interest mortgage notes bear interest from 3.25% to 4.63%, due in 2024, with a weighted average interest rate of 3.80%. As of December 31, 2022, fixed interest mortgage notes bear interest from 3.33% to 4.63%, due in 2024, with a weighted average interest rate of 3.85%. The notes are collateralized by two properties with a net book value of $91.7 million as of June 30, 2023 and two properties with a net book value of $94.9 million as of December 31, 2022. One mortgage note bears interest at LIBOR plus 1.90% and the Trust entered into a pay-fixed receive-variable interest rate swap, fixing the variable component at 1.35% as of June 30, 2023 and 1.43% as of December 31, 2022. (2) Variable interest mortgage notes bear variable interest of SOFR plus 1.85% and LIBOR plus 2.75% for a weighted average interest rate of 6.99% and 6.20% as of June 30, 2023 and December 31, 2022, respectively. The notes are due in 2026 and 2028 and collateralized by four properties with a net book value of $287.8 million as of June 30, 2023 and $295.5 million as of December 31, 2022. (3) The unsecured revolving credit facility bears variable interest of SOFR plus 0.95%, inclusive of a 0.10% SOFR index adjustment, as of June 30, 2023 and LIBOR plus 0.85% as of December 31, 2022. (4) The Company’s borrowings under the term loan feature of the Credit Agreement (as defined below) bear interest at a rate equal to 1.10%, inclusive of a 0.10% SOFR index adjustment, plus Daily Simple SOFR as of June 30, 2023 based on the Company’s current credit rating. The Company entered into fixed-for-floating interest rate swaps for the full borrowing amount, fixing the SOFR component of this rate at 3.593%, and a current all-in fixed rate of 4.693%. On September 24, 2021, the Operating Partnership, as borrower, and the Trust, as guarantor, executed a Third Amended and Restated Credit Agreement (as amended, 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 included an unsecured revolving credit facility of $1.0 billion and contained a term loan feature of $250.0 million, bringing total borrowing capacity to $1.25 billion. The Credit Agreement also included a swingline loan commitment for up to 10% of the maximum principal amount and provided 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 included two six-month extension options. On March 31, 2023, the Operating Partnership, as borrower, and the Trust, as guarantor, executed a First Amendment to the Credit Agreement which expanded the accordion feature allowing the Operating Partnership to increase borrowing capacity by up to an additional $500.0 million, and replaced the LIBOR-based benchmark rates applicable to borrowings under the Credit Agreement with SOFR based benchmark rates plus a SOFR index adjustment of 0.10%. On May 24, 2023, the Operating Partnership, as borrower, and the Trust, as guarantor, executed a Second Amendment to the Credit Agreement, which added a new $400 million unsecured term loan with a scheduled maturity date of May 24, 2028 and expanded the accordion feature, which allows the Operating Partnership to increase borrowing capacity under the Credit Agreement by up to an additional $500 million, subject to customary terms and conditions, for a maximum aggregate principal amount of all revolving commitments and term loans under the Credit Agreement of $1.9 billion. On the same day, the Operating Partnership borrowed $400 million under the term loan feature of the Credit Agreement. Borrowings under the term loan feature of the Credit Agreement bear interest on the outstanding principal amount at a rate equal to 1.10%, inclusive of a 0.10% SOFR index adjustment, plus Daily Simple SOFR as defined in the Credit Agreement. The Company simultaneously entered into fixed-for-floating interest rate swaps for the full borrowing amount under the term loan, fixing the Daily Simple SOFR component of the borrowing rate at 3.593%, for a current all-in fixed rate of 4.693%. Both the borrowing and the fixed-for-floating interest rate swaps have a maturity date of May 24, 2028. As of June 30, 2023, the borrower had investment grade ratings of BBB from S&P and Baa2 from Moody’s. As such, borrowings under the revolving credit facility of the Credit Agreement accrue interest on the outstanding principal at a rate of SOFR plus 0.95%, inclusive of a 0.10% SOFR index adjustment. The Credit Agreement includes a facility fee equal to 0.20% per annum, which is also determined by the borrower’s investment grade rating. Base Rate Loans, Adjusted SOFR Loans, and Letters of Credit (each, as defined in the Credit Agreement) will be subject to interest rates, based upon the borrower’s investment grade rating as follows: Credit Rating Applicable Margin for Revolving Loans: SOFR Loans Applicable Margin for Revolving Loans: Base Rate Loans Applicable Margin for Term Loans: SOFR Loans Applicable Margin for Term Loans: Base Rate Loans At Least A- or A3 SOFR + 0.725% — % SOFR + 0.85% — % At Least BBB+ or Baa1 SOFR + 0.775% — % SOFR + 0.90% — % At Least BBB or Baa2 SOFR + 0.85% — % SOFR + 1.00% — % At Least BBB- or Baa3 SOFR + 1.05% 0.05 % SOFR + 1.25% 0.25 % Below BBB- or Baa3 SOFR + 1.40% 0.40 % SOFR + 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 June 30, 2023, 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 June 30, 2023, the Company did not have any borrowings outstanding under its $1.0 billion unsecured revolving credit facility feature of the Credit Agreement and had $400 million of borrowings outstanding under the term loan feature of the Credit Agreement. Notes Payable As of June 30, 2023, the Company had $1.5 billion aggregate principal amount of senior notes issued and outstanding by the Operating Partnership, comprised of $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 $545.0 million maturing in 2031. Certain properties are encumbered by mortgage loans that contains financial covenants. As of June 30, 2023, the Trust was in compliance with all mortgage debt financial covenants. Scheduled principal payments due on consolidated debt as of June 30, 2023 are as follows (in thousands): 2023 $ 505 2024 59,719 2025 25,476 2026 170,476 2027 425,476 Thereafter 1,342,775 Total Payments $ 2,024,427 As of June 30, 2023, the Company had total consolidated indebtedness of approximately $2.0 billion. The weighted average interest rate on consolidated indebtedness was 4.04% (based on the 30-day LIBOR rate of 5.18% and a SOFR rate of 5.09% as of June 30, 2023). For the three months ended June 30, 2023 and 2022, the Company incurred interest expense on its debt, exclusive of deferred financing cost amortization, of $19.9 million and $16.7 million, respectively. For the six month periods ending June 30, 2023 and 2022, the Company incurred interest expense on its debt, exclusive of deferred financing cost amortization, of $38.5 million and $32.9 million, respectively. |