Debt | Debt As of June 30, 2023 and December 31, 2022, the Company’s consolidated debt consisted of the following: June 30, 2023 December 31, 2022 Contractual Interest Rate (1) Loan Maturity (4) Effective Interest Rate (2) Samsonite Mortgage Loan $ 17,414 $ 17,998 6.08% September 2023 4.96% Highway 94 Mortgage Loan 12,229 12,740 3.75% August 2024 5.01% Pepsi Bottling Ventures Mortgage Loan 17,640 17,836 3.69% October 2024 3.93% AIG Loan II 121,153 122,328 4.15% November 2025 4.96% BOA II Loan 250,000 250,000 4.32% May 2028 4.14% AIG Loan 98,710 99,794 4.96% February 2029 5.09% HealthSpring Mortgage Loan — 19,107 —% (7) — —% Total Mortgage Debt 517,146 539,803 Revolving Credit Facility 400,000 — SOF Rate + 1.30% (3) January 2026 (6) 6.70% 2024 Term Loan — 400,000 —% (5) — —% 2025 Term Loan 400,000 400,000 SOF Rate + 1.25% (3) December 2025 6.65% 2026 Term Loan 150,000 150,000 SOF Rate + 1.25% (3) April 2026 6.49% Total Debt 1,467,146 1,489,803 Unamortized Deferred Financing Costs and Discounts, net (6,610) (4,401) Total Debt, net $ 1,460,536 $ 1,485,402 (1) Including the effect of the interest rate swap agreements with a total notional amount of $750.0 million, the weighted average interest rate as of June 30, 2023 was 4.16% for both the Company’s fixed-rate and variable-rate debt combined and 3.79% for the Company’s fixed-rate debt only. (2) Reflects the effective interest rate as of June 30, 2023 and includes the effect of amortization of discounts/premiums and deferred financing costs, but excludes the effect of the interest rate swaps. (3) The applicable SOFR as of June 30, 2023 (assuming a five day look-back per the credit facility agreement) was 5.05%, which excludes a 0.1% per annum index adjustment as required per the Fifth Amendment to the Second Amended and Restated Credit Agreement. (4) Reflects the maturity dates as of June 30, 2023. (5) 2024 Term Loan was paid off in full in March 2023 and had a contractual interest rate of SOFR + 1.40%. (6) The Revolving Credit Facility has a maturity date of September 30, 2023. The Revolving Credit Facility, subject to the satisfaction of certain customary conditions, has a series of extension options through January 31, 2026. See discussion below. (7) HealthSpring Mortgage Loan was paid off in full in March 2023 and had a contractual interest rate of 4.18%. Second Amended and Restated Credit Agreement Pursuant to the Second Amended and Restated Credit Agreement dated as of April 30, 2019 (as amended by the First Amendment to the Second Amended and Restated Credit Agreement dated as of October 1, 2020 (the “First Amendment”), the Second Amendment to the Second Amended and Restated Credit Agreement dated as of December 18, 2020 (the “Second Amendment”), the Third Amendment to the Second Amended and Restated Credit Agreement dated as of July 14, 2021 (the “Third Amendment”), the Fourth Amendment to the Second Amended and Restated Credit Agreement dated as of April 28, 2022 (the “Fourth Amendment”), the Fifth Amendment to the Second Amended and Restated Credit Agreement dated as of September 28, 2022 (the “Fifth Amendment”), the Sixth Amendment to the Second Amended and Restated Credit Agreement dated as of November 30, 2022 (the “Sixth Amendment”), the Seventh Amendment to the Amended and Restated Credit Agreement dated as of March 21, 2023 (the “Seventh Amendment”), and together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment, the “Second Amended and Restated Credit Agreement”)), with KeyBank National Association (“KeyBank”) as administrative agent, and a syndicate of lenders, the Operating Partnership, as the borrower, has been provided with a $1.7 billion credit facility consisting of a $750.0 million senior unsecured revolving credit facility (the “Revolving Credit Facility”) maturing in September 2023 (with a series of extension options to January 31, 2026, subject to the satisfaction of certain customary conditions), a $400.0 million senior unsecured term loan maturing in April 2024 (the “$400M 2024 5-Year Term Loan”), a $400.0 million senior unsecured term loan maturing in December 2025 (the “$400M 2025 5-Year Term Loan”), and a $150.0 million senior unsecured term loan maturing in April 2026 (the “$150M 2026 7-Year Term Loan”) (collectively, the “KeyBank Loans”). The $400M 2024 5-Year Term Loan was paid-off as noted below. The credit facility also provides the option, subject to obtaining additional commitments from lenders and certain other customary conditions, to increase the commitments under the Revolving Credit Facility, increase the existing term loans and/or incur new term loans by up to an additional $1.0 billion in the aggregate. As of June 30, 2023, the available undrawn capacity under the Revolving Credit Facility was $34.0 million. The Second Amended and Restated Credit Agreement requires that the Operating Partnership maintain a pool of unencumbered real properties (each a “Pool Property” and collectively the “Pool Properties”) that meet certain requirements contained in the Second Amended and Restated Credit Agreement. The Second Amended and Restated Credit Agreement sets forth certain covenants relating to the Pool Properties, including, without limitation: • there must be no less than 15 Pool Properties at any time; • no greater than 15% of the aggregate pool value may be contributed by a single Pool Property or tenant; • no greater than 15% of the aggregate pool value may be contributed by Pool Properties subject to ground leases; • no greater than 20% of the aggregate pool value may be contributed by Pool Properties which are under development or assets under renovation; • the minimum aggregate leasing percentage of all Pool Properties must be no less than 90%; and • other limitations as determined by KeyBank upon further due diligence of the Pool Properties. Borrowing availability under the Revolving Credit Facility is limited to the lesser of the maximum amount of all loans outstanding that would result in (i) an unsecured leverage ratio of no greater than 60%, or (ii) an unsecured interest coverage ratio of no less than 2.00:1.00. Guarantors of the KeyBank Loans include the Company, each special purpose entity that owns a Pool Property, and each of the Operating Partnership’s other subsidiaries which owns a direct or indirect equity interest in a SPE that owns a Pool Property. In addition to customary representations, warranties, covenants, and indemnities, the KeyBank Loans require the Operating Partnership to comply with the following, which will be tested on a quarterly basis: • a maximum consolidated leverage ratio of 60%, or, the ratio may increase, on two occasions, to 65% for up to four consecutive quarters after a material acquisition; • a minimum consolidated tangible net worth of not less than the sum of (i) $1,000,000,000.00, plus (ii) (A) seventy-five percent (75%) of the net proceeds (gross proceeds less reasonable and customary costs of sale and issuance paid to persons not affiliates of any credit party) received by the Company or the Operating Partnership at any time from the issuance of shares (whether common, preferred or otherwise), after the effective date of the Seventh Amendment, plus (B) seventy-five percent (75%) of the amount of OP Units of the Operating Partnership issued after the effective date of the Seventh Amendment, minus (iii) seventy-five percent (75%) of the amount of any payments that are used to redeem shares (whether common, preferred or otherwise) of the Company or the Operating Partnership or to redeem OP Units after the effective date of the Seventh Amendment, minus (iv) any amounts paid for the redemption or retirement of, or any accrued return on, the preferred equity held by SHBNPP Global Professional Investment Type Private Real Estate Trust No. 13(H) (the “Preferred Holder”); • a minimum consolidated fixed charge coverage ratio of not less than 1.50:1.00; • a maximum total secured debt ratio of not greater than 40%, which ratio may increase, on two occasions, to 45% for four consecutive quarters after closing of a material acquisition that is financed with secured debt; • a minimum unsecured interest coverage ratio of 2.00:1.00; • a maximum total secured recourse debt ratio, excluding recourse obligations associated with interest rate hedges, of 10% of our total asset value; • aggregate maximum unhedged variable rate debt of not greater than 30% of the Company's total asset value; and • a maximum unsecured leverage ratio of 60%, or, the ratio may increase, on two occasions, up to 65% for up to four consecutive quarters after a material acquisition. Furthermore, the activities of the Operating Partnership, the Company, and the Company's subsidiaries must be focused principally on the ownership, development, operation and management of office, industrial, manufacturing, warehouse, distribution or educational properties (or mixed uses thereof) and businesses reasonably related or ancillary thereto. Seventh Amendment to the Second Amended and Restated Credit Agreement Prior to the Seventh Amendment, the final Revolving Credit Maturity Date (as defined in the Second Amended and Restated Credit Agreement) was June 30, 2024. On March 21, 2023, the Operating Partnership, entered into the Seventh Amendment, which, among other things, (i) permits the Operating Partnership to extend the Revolving Commitments (as defined in the Second Amended and Restated Credit Agreement) of each Extending Revolving Lender (as defined in the Second Amended and Restated Credit Agreement) through January 31, 2026 (the “Subsequent Extension”); (ii) amended the covenant regarding Tangible Net Worth (as defined in the Second Amended and Restated Credit Agreement) to reduce the baseline calculation for the required Tangible Net Worth from approximately $2.0 billion to $1.0 billion; and (iii) added a covenant that prohibits any special distributions from extraordinary non-recurring income. The exercise of the Subsequent Extension by the Operating Partnership is conditioned upon, among other things, (i) prior to June 30, 2024, the Company consummating a listing of its equity interests which results in such equity interests being traded on the New York Stock Exchange, and (ii) the payment of an extension fee on the effective date of the Subsequent Extension in an amount equal to 20 basis points of the amount of Revolving Commitments being extended in connection with the Subsequent Extension. With the Listing, the condition noted in clause (i) has been satisfied. In connection with the Seventh Amendment, and as a condition to the effectiveness thereof, the Operating Partnership prepaid the outstanding principal balance ($400.0 million) of the $400M 2024 5-Year Term Loan. The prepayment was funded through a draw on the Revolving Credit Facility. Debt Covenant Compliance Pursuant to the terms of the Company’s mortgage loans and the KeyBank Loans, the Operating Partnership, in consolidation with the Company, is subject to certain loan compliance covenants. The Company was in compliance with all of its debt covenants as of June 30, 2023. |