Indebtedness | Indebtedness Mortgage Debt Total mortgage indebtedness at March 31, 2020 and December 31, 2019 was as follows: March 31, December 31, Face amount of mortgage loans $ 1,113,242 $ 1,117,242 Fair value adjustments, net 2,887 3,463 Debt issuance cost, net (4,785 ) (5,097 ) Carrying value of mortgage loans $ 1,111,344 $ 1,115,608 A roll forward of mortgage indebtedness from December 31, 2019 to March 31, 2020 is summarized as follows: Balance at December 31, 2019 $ 1,115,608 Debt amortization payments (4,000 ) Amortization of fair value and other adjustments (576 ) Amortization of debt issuance costs 312 Balance at March 31, 2020 $ 1,111,344 On February 14, 2020, the Company exercised the second of two options to extend the maturity of the $51.0 million mortgage note payable secured by Town Center at Aurora, located in Aurora, Colorado for one year . The extended maturity is April 1, 2021. Corporate Debt On February 28, 2020, the Company redeemed the Exchange Notes (as defined below) in advance of the April 1, 2020 maturity date. The repayment was funded utilizing borrowings on the Revolver (as defined below). The following table identifies our total corporate debt outstanding at March 31, 2020 and December 31, 2019 : March 31, December 31, Notes payable: Face amount - the Exchange Notes (1) $ — $ 250,000 Face amount - Senior Notes due 2024 (2) 720,900 720,900 Debt discount, net (7,489 ) (7,864 ) Debt issuance costs, net (4,991 ) (5,470 ) Total carrying value of notes payable $ 708,420 $ 957,566 Unsecured term loans: (7) Face amount - Term Loan (3)(4) $ 350,000 $ 350,000 Face amount - December 2015 Term Loan (5) 340,000 340,000 Debt issuance costs, net (3,074 ) (3,358 ) Total carrying value of unsecured term loans $ 686,926 $ 686,642 Revolving credit facility: (3)(6) Face amount $ 527,000 $ 207,000 Debt issuance costs, net (2,570 ) (2,855 ) Total carrying value of revolving credit facility $ 524,430 $ 204,145 Other indebtedness: (8) Face amount $ 98,900 $ 98,900 Debt issuance costs, net (1,548 ) (1,561 ) Accretion adjustment 555 262 Total carrying value of other indebtedness $ 97,907 $ 97,601 (1) The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum. (2) The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024 . (3) The unsecured revolving credit facility, or "Revolver" and unsecured term loan, or "Term Loan" are collectively known as the "Facility." (4) The Term Loan bears interest at one-month LIBOR plus 2.10% per annum and will mature on December 30, 2022 . We have interest rate swap agreements totaling $250.0 million , which effectively fix the interest rate on a portion of the Term Loan at 4.86% through June 30, 2021 . At March 31, 2020 , the applicable interest rate on the unhedged portion of the Term Loan was one-month LIBOR plus 2.10% or 3.09% . (5) The December 2015 Term Loan bears interest at one-month LIBOR plus 2.35% per annum and will mature on January 10, 2023 . We have interest rate swap agreements totaling $340.0 million which effectively fix the interest rate at 4.06% per annum through maturity. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million , bears interest at one-month LIBOR plus 1.80% , and will initially mature on December 30, 2021 , subject to two six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At March 31, 2020 , we had an aggregate available borrowing capacity of $122.8 million under the Revolver, net of $0.2 million reserved for outstanding letters of credit. At March 31, 2020 , the applicable interest rate on the Revolver was one-month LIBOR plus 1.80% or 2.79% . The interest rate on the Revolver may vary in the future based upon the Company's credit rating and leveraged levels. (7) While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels. (8) Represents the financial liability associated with our failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The face amount represents the sales price of the fee interest in the land at the Properties. The master ground lease has a 99 -year term and includes fixed annual payments at an initial annualized rate of 7.4% , with annual rent escalators over the aforementioned term. The agreement also includes an option to repurchase the fee interest in the land at $109.3 million in year 30 of the master ground lease, which is being accreted to the financial liability during the repurchase period. Proceeds received at closing were net of $55.0 million in bridge financing provided by the Company, which is included in "Deferred costs and other assets" on the accompanying consolidated balance sheet at March 31, 2020 and December 31, 2019 . Expense is being recognized utilizing an effective interest rate of 8.56% during the repurchase period. Covenants Our unsecured debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of March 31, 2020 , management believes the Company is in compliance with all covenants of its unsecured debt. The total balance of mortgages was approximately $1.1 billion as of March 31, 2020 . At March 31, 2020 , certain of our consolidated subsidiaries were the borrowers under 20 non-recourse loans and two full-recourse loans secured by mortgages encumbering 24 properties, including one separate pool of cross-defaulted and cross-collateralized mortgages encumbering a total of four properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. On February 21, 2020 , we received a letter, dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $33.1 million mortgage loan secured by Muncie Mall, located in Muncie, Indiana, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. The Company continues to manage and lease the property (See Note 12 - "Subsequent Events" for additional information). On November 5, 2019 , we received a letter dated October 30, 2019 , from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $45.1 million mortgage loan secured by Charlottesville Fashion Square, located in Charlottesville, Virginia, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On March 17, 2020, we received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company still holds title to the property. At March 31, 2020 , management believes the applicable borrowers under our other non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. The Company has assessed each of the defaulted properties for impairment indicators and have concluded no impairment charges were warranted as of March 31, 2020 . Fair Value of Debt The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages and fixed-rate corporate debt (including variable-rate unsecured debt swapped to fixed-rate and our other indebtedness, as discussed above) using cash flows discounted at current borrowing rates or Level 2 inputs. We estimate the fair values of consolidated fixed-rate unsecured notes payable using Level 1 quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities or Level 2 inputs. The book value and fair value of these financial instruments and the related discount rate assumptions as of March 31, 2020 and December 31, 2019 are summarized as follows: March 31, 2020 December 31, 2019 Book value of fixed-rate mortgages (1) $1,048,242 $1,052,242 Fair value of fixed-rate mortgages $1,072,388 $1,062,205 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.86 % 4.24 % Book value of fixed-rate corporate debt (1) $1,410,355 $1,660,062 Fair value of fixed-rate corporate debt $1,172,513 $1,673,105 Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt 9.13 % 6.03 % (1) Excludes debt issuance costs and applicable debt discounts. |