Indebtedness | Indebtedness Mortgage Debt Total mortgage indebtedness at March 31, 2021 and December 31, 2020 was as follows: March 31, December 31, Face amount of mortgage loans $ 1,100,515 $ 1,104,375 Fair value adjustments, net 1,372 1,685 Debt issuance cost, net (3,979) (4,407) Carrying value of mortgage loans $ 1,097,908 $ 1,101,653 A roll forward of mortgage indebtedness from December 31, 2020 to March 31, 2021 is summarized as follows: Balance at December 31, 2020 $ 1,101,653 Debt amortization payments (3,860) Amortization of fair value and other adjustments (313) Amortization of debt issuance costs 428 Balance at March 31, 2021 $ 1,097,908 Corporate Debt On February 15, 2021, we deferred the approximately $23.2 million semi-annual interest payment on the Senior Notes and commenced a 30-day grace period under the terms of the indenture governing the Senior Notes. On March 16, 2021, we entered into the Forbearance Agreements, as amended and extended, with certain holders of our Senior Notes and certain lenders under our corporate credit facilities, on behalf of the lenders under such facilities, pursuant to which, among other things, the forbearing parties agreed not to exercise any rights and remedies available to them under the indenture governing the Senior Notes or applicable credit agreement, as applicable, related to the missed interest payment during the Forbearance Periods. Further, we have since amended each applicable Forbearance Agreement because we expect to experience a default or event of default, among other things, (i) related to the maintenance of our Total Unencumbered Assets compared to our Total Unsecured Indebtedness as set forth in the indenture governing the Senior Notes and (ii) related to the maintenance of (a) our Total Adjusted Outstanding Indebtedness compared to our Capitalization Value and (b) our Total Outstanding Unsecured Indebtedness to our Unencumbered Capitalization Value, each as set forth in the applicable credit agreement governing our corporate credit facilities. There are no assurances that we will be able to continue to amend the Forbearance Agreements or extend the Forbearance Periods or that our lenders or noteholders will not accelerate our indebtedness outstanding under the Senior Notes or our credit facilities after the expiration of the Forbearance Periods. During the three months ended March 31, 2021 and as a result of the Forbearance Agreements executed with certain lenders under our corporate credit facilities, the stated interest rates, depending on total leverage levels, on our Revolver, Term Loan and December 2015 Term Loan (see below for capitalized terms) switched from a range of LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50% to a range of U.S. Prime plus 1.00% to 1.60% pursuant to the terms of the underlying debt agreements. The following table identifies our total corporate debt outstanding at March 31, 2021 and December 31, 2020: March 31, December 31, Notes payable: Face amount - Senior Notes due 2024 (1) $ 720,900 $ 720,900 Debt discount, net (5,941) (6,338) Debt issuance costs, net (3,785) (4,086) Total carrying value of notes payable $ 711,174 $ 710,476 Term loans: (6) Face amount - Term Loan (2)(3) $ 350,000 $ 350,000 Face amount - December 2015 Term Loan (4) 340,000 340,000 Debt issuance costs, net (7,572) (8,437) Total carrying value of term loans $ 682,428 $ 681,563 Revolving credit facility: (2)(5) Face amount $ 647,000 $ 647,000 Debt issuance costs, net (6,258) (7,024) Total carrying value of revolving credit facility $ 640,742 $ 639,976 Other indebtedness: (7) Anticipated settlement amount $ 109,285 $ 109,285 Debt issuance costs, net (1,496) (1,509) Future accretion, net (18,201) (19,969) Total carrying value of other indebtedness $ 89,588 $ 87,807 (1) The Senior Notes due 2024 were issued at a 1.533% discount and bear interest at 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024. (2) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility." (3) The Term Loan bears interest at U.S. Prime plus 1.60% or 4.85% per annum and will mature on December 30, 2022. (4) The December 2015 Term Loan bears interest at U.S. Prime plus 1.60% or 4.85% per annum and will mature on January 10, 2023. (5) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at U.S. Prime plus 1.25%, 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, 2021, we had an aggregate available borrowing capacity of $3.0 million under the Revolver, however, we are unable to draw on the remaining capacity at this time. At March 31, 2021, the applicable interest rate on the Revolver was U.S. Prime plus 1.25%, or 4.50%. The interest rate on the Revolver may vary in the future based upon the Company's leveraged levels. (6) The spread over U.S. Prime could vary in the future based upon changes to the Company's leveraged levels. (7) Represents the financial liability associated with our failed sale and master ground 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 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 anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% per annum during the repurchase period. Covenants Our corporate 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. On February 15, 2021, we deferred the semi-annual interest payment on the Senior Notes, which resulted in a failure to comply with our corporate debt covenants. We have entered into Forbearance Agreements with certain holders of our Senior Notes and certain lenders under our corporate credit facilities, on behalf of the lenders under such facilities, pursuant to which, among other things, the forbearing parties agreed not to exercise any rights and remedies available to them under the indenture governing the Senior Notes or applicable credit agreement, as applicable, related to the missed interest payment or certain other defaults (in the case of the credit agreements) during the Forbearance Periods. Further, we have since amended each applicable Forbearance Agreement because we expect to experience a default or event of default, among other things, (i) related to the maintenance of our Total Unencumbered Assets compared to our Total Unsecured Indebtedness as set forth in the indenture governing the Senior Notes and (ii) related to the maintenance of (a) our Total Adjusted Outstanding Indebtedness compared to our Capitalization Value and (b) our Total Outstanding Unsecured Indebtedness to our Unencumbered Capitalization Value, each as set forth in the applicable credit agreement governing our corporate credit facilities. The total balance of mortgages was approximately $1.1 billion as of March 31, 2021. At March 31, 2021, 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. During the first quarter of 2021, the borrower, a consolidated subsidiary of WPG L.P., on the $35.4 million full-recourse mortgage loan secured by Southgate Mall, located in Missoula, Montana experienced a technical default as a result of the debt service coverage ratio being below the minimum allowable ratio (see Note 12 - "Subsequent Events" for additional details). On February 9, 2021, we received a notice of default letter, dated that same day, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center, located in Lincolnwood, Illinois. The notice was issued by the special servicer because the funds maintained in the cash management account were insufficient to pay the full January 2021 mortgage payment. On April 8, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of the Company continues to hold title to the property. On February 2, 2021, we received a notice of default letter, dated December 8, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $16.6 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina. The notice was issued by the special servicer because the borrower elected to not make monthly debt service payments beginning in April 2020 in response to the COVID-19 pandemic. On March 8, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of the Company continues to hold title to the property. On May 26, 2020, we received a notice of default letter, dated May 14, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $40.9 million mortgage loan secured by Port Charlotte Town Center, located in Port Charlotte, Florida. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by the COVID-19 pandemic. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. The Company continues to own, manage and lease the property. 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. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of the Company continues to hold title to the property. 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. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of the Company still holds title to the property. In addition and in response to the COVID-19 pandemic, the borrower, a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in April 2020 on the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee. The borrower continues to have discussions with the special servicer of the non-recourse loan and is considering various options. The Company has assessed each of the defaulted properties for impairment indicators and have concluded no impairment charges were warranted as of March 31, 2021. 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 corporate 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, 2021 and December 31, 2020 are summarized as follows: March 31, 2021 December 31, 2020 Book value of fixed-rate mortgages (1) $985,015 $1,039,375 Fair value of fixed-rate mortgages $986,139 $1,057,727 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.98 % 3.79 % Book value of fixed-rate corporate debt (1) $830,185 $1,420,185 Fair value of fixed-rate corporate debt $594,855 $1,203,079 Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt 13.72 % 10.22 % (1) Excludes debt issuance costs and applicable debt discounts. |