DEBT | 6. DEBT Our consolidated indebtedness is currently comprised of borrowings under our line of credit, term loans and mortgage notes. Borrowings under the non-recourse mortgage notes are secured by mortgages or deeds of trust and related assignments and security interests in collateralized and certain cross-collateralized properties, which are generally owned by single purpose entities. A summary of our debt is as follows: Weighted-Average Effective Interest Rate as of Balance as of September 30, December 31, September 30, December 31, ($ in thousands) 2023 2022 Maturity Date 2023 2022 Line of credit (1) 6.03 % 5.71 % March 2025 $ 440,000 $ 90,000 Term loan (2) 2.87 2.87 March 2027 550,000 550,000 Term loan (3) 3.42 3.65 May 2026 600,000 600,000 Fixed-rate mortgage notes (4) 3.58 3.58 August 2024 - 996,720 996,720 Floating-rate mortgage notes (5) 4.38 3.68 January 2025 - 709,467 617,250 Total principal amount / weighted-average (6) 3.93 % 3.55 % $ 3,296,187 $ 2,853,970 Less unamortized debt issuance costs (23,260) (26,784) Add unamortized mark-to-market adjustment on assumed debt 269 427 Total debt, net $ 3,273,196 $ 2,827,613 Gross book value of properties encumbered by debt $ 2,586,287 $ 2,389,179 (1) The effective interest rate is calculated based on either (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus a 10 basis point adjustment (“Adjusted Term SOFR”) plus a margin ranging from 1.25% to 2.00% ; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.0% , depending on our consolidated leverage ratio. Customary fall-back provisions apply if Term SOFR is unavailable. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate cap agreements on $100.0 million of borrowings. The line of credit is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments. As of September 30, 2023, total commitments for the line of credit were $1.0 billion and the unused and available portions under the line of credit were both $560.0 million. (2) The effective interest rate is calculated based on either (i) Adjusted Term SOFR plus a margin ranging from 1.20% to 1.90% ; or (ii) an alternative base rate plus a margin ranging from 0.20% to 0.90% , depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for the term loan. As of September 30, 2023, total commitments for the term loan were $550.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments. (3) The effective interest rate is calculated based on Term SOFR plus a 11.448 basis point adjustment plus a margin ranging from 1.35% to 2.20% ; or (ii) an alternative base rate plus a margin ranging from 0.35% to 1.20% , depending on our consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements which fix Term SOFR for $525.0 million of borrowings and an interest rate cap agreement on $75.0 million of borrowings. As of September 30, 2023, total commitments for the term loan were $600.0 million. This term loan is available for general corporate purposes including, but not limited to, our acquisition and operation of permitted investments. (4) Interest rates range from 2.85% to 4.71% . The assets and credit of each of our consolidated properties pledged as collateral for our mortgage notes are not available to satisfy our other debt and obligations, unless we first satisfy the mortgage notes payable on the respective underlying properties. (5) Comprised of a $209.3 million mortgage note, a $408.0 million mortgage note and a $129.1 million mortgage note. As of September 30, 2023, borrowings under the $129.1 million mortgage note amounted to $92.2 million. The effective interest rate of the $209.3 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.50% , including the effects of an interest rate cap agreement on $170.0 million of borrowings. The effective interest rate of the $408.0 million mortgage note is calculated based on Adjusted Term SOFR plus a margin of 1.65% , including the effects of an interest rate cap agreement. The effective interest rate of the $129.1 million mortgage note is calculated based on Term SOFR plus a margin of 3.30% . (6) The weighted-average remaining term of our consolidated debt was approximately 2.7 years as of September 30, 2023, excluding any extension options on the line of credit and the floating-rate mortgage notes. For the three and nine months ended September 30, 2023, the amount of interest incurred related to our consolidated indebtedness, excluding debt issuance cost amortization and amounts capitalized, was $37.6 million and $102.0 million, respectively, and $25.7 million and $54.7 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2023, the amount of interest capitalized was $5.4 million and $14.8 million, respectively, and for the three and nine months ended September 30, 2022, the amount of interest capitalized was $2.6 million and $4.3 million, respectively. See “Note 7” for the amount of interest incurred related to the DST Program (as defined below). As of September 30, 2023, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows: (in thousands) Line of Credit (1) Term Loans Mortgage Notes (2) Total Remainder of 2023 $ — $ — $ — $ — 2024 — — 38,000 38,000 2025 440,000 — 985,080 1,425,080 2026 — 600,000 92,217 692,217 2027 — 550,000 129,750 679,750 Thereafter — — 461,140 461,140 Total principal payments $ 440,000 $ 1,150,000 $ 1,706,187 $ 3,296,187 (1) The line of credit matures in March 2025 and the term may be extended pursuant to two one-year extension options, subject to certain conditions. (2) The $209.3 million mortgage note matures in July 2025 and the term may be extended pursuant to a one-year extension option, subject to certain conditions. The $408.0 million mortgage note matures in January 2025, the $367.8 million mortgage note matures in July 2025, and the $129.1 million mortgage note matures in October 2026, and the terms of all three may be extended pursuant to two one-year extension options, subject to certain conditions. Debt Covenants Our line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. We were in compliance with all covenants as of September 30, 2023. Master Repurchase Agreement On June 26, 2023, we entered into a master repurchase agreement (the “Morgan Stanley MRA”) with Morgan Stanley Bank, N.A. (“Morgan Stanley”). Under the Morgan Stanley MRA, we may negotiate individual transactions to sell, and later repurchase, certain securities or other assets to Morgan Stanley. Any transactions under the Morgan Stanley MRA will be recognized as secured borrowings while they are outstanding and are carried at the contractual amount, as specified in the Morgan Stanley MRA. Such borrowings are recorded as secured financings on investments in real estate debt securities on the condensed consolidated balance sheets. The terms of the Morgan Stanley MRA provide the lenders the ability to determine the size and terms of the financing provided based upon the particular collateral we have pledged, and may require us to provide additional collateral in the form of cash, securities, and other assets if the market value of such financed investments declines. The Morgan Stanley MRA may be terminated at any time by either party to the agreement, without penalty. The interest rate on the Morgan Stanley MRA borrowings is determined based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of each borrowing. We have $44.0 million of borrowings outstanding pursuant to the Morgan Stanley MRA, collateralized by our available-for-sale securities, which are fair valued at $58.1 million, as of September 30, 2023. Advances under the Morgan Stanley MRA for the three months ended September 30, 2023 accrued interest at a per annum rate equal to the sum of Term SOFR plus a pricing margin of 0.90% . For the three and nine months ended September 30, 2023, the amount of interest incurred related to our secured financings was $0.7 million, which is recorded as a component of interest expense on the condensed consolidated statements of operations. Derivative Instruments To manage interest rate risk for certain of our variable-rate debt, we use interest rate derivative instruments as part of our risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. Certain of our variable-rate borrowings are not hedged, and therefore, to an extent, we have on-going exposure to interest rate movements. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the condensed consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. As of September 30, 2023, we have four interest rate cap derivative instruments that are not designated as cash flow hedges and therefore, changes in fair value are recognized through income. As a result, in periods with high interest rate volatility, we may experience significant fluctuations in our net income (loss). During the next 12 months, we estimate that approximately $37.3 million will be reclassified as a decrease to interest expense related to active effective hedges of existing floating-rate debt. The following table summarizes the location and fair value of the derivative instruments on our condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. Number of Notional Balance Sheet Fair ($ in thousands) Contracts Amount Location Value As of September 30, 2023 Interest rate swaps designated as cash flow hedges 17 $ 1,442,830 Derivative instruments $ 74,291 Interest rate caps not designated as cash flow hedges 4 707,110 Derivative instruments 22,441 Interest rate caps designated as cash flow hedges 3 175,000 Derivative instruments 9,806 Total derivative instruments 24 $ 2,324,940 $ 106,538 As of December 31, 2022 Interest rate swaps designated as cash flow hedges 17 $ 1,442,830 Derivative instruments $ 70,994 Interest rate caps not designated as cash flow hedges 2 578,000 Derivative instruments 28,339 Total derivative instruments 19 $ 2,020,830 $ 99,333 The following table presents the effect of our derivative instruments on our condensed consolidated financial statements. For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Derivative Instruments Designated as Cash Flow Hedges Gain recognized in AOCI $ 18,156 $ 49,192 $ 38,478 $ 73,132 Amount reclassified from AOCI (out of) into interest expense (12,578) (863) (32,637) 829 Total interest expense presented in the condensed consolidated statements of operations in which the effects of the cash flow hedges are recorded 43,168 45,905 141,603 101,450 Derivative Instruments Not Designated as Cash Flow Hedges Unrealized loss (gain) on derivative instruments recognized in other (income) expenses (1) $ 3,253 $ (10,707) $ 6,123 $ (25,546) Realized gain on derivative instruments recognized in other (income) expenses (2) (5,084) (603) (13,606) (603) (1) Unrealized loss (gain) on changes in fair value of derivative instruments relates to mark-to-market changes on our derivatives not designated as cash flow hedges. (2) Realized gain on derivative instruments relates to interim settlements for our derivatives not designated as cash flow hedges. |