NOTES PAYABLE | NOTES PAYABLE The following table summarizes the terms of notes payable outstanding at March 31, 2024 and December 31, 2023 ($ in thousands): Description Interest Rate (1) Maturity (2) 2024 2023 Unsecured Notes: Credit Facility 6.31% April 2027 $ 292,200 $ 185,100 Term Loan 5.63% March 2025 400,000 400,000 Term Loan 5.38% August 2024 350,000 350,000 Senior Note 3.95% July 2029 275,000 275,000 Senior Note 3.91% July 2025 250,000 250,000 Senior Note 3.86% July 2028 250,000 250,000 Senior Note 3.78% July 2027 125,000 125,000 Senior Note 4.09% July 2027 100,000 100,000 2,042,200 1,935,100 Secured Mortgage Notes: Terminus (3) 6.34% January 2031 221,000 221,000 Fifth Third Center 3.37% October 2026 125,623 126,548 Colorado Tower 3.45% September 2026 106,176 106,862 Domain 10 3.75% November 2024 72,056 72,558 524,855 526,968 $ 2,567,055 $ 2,462,068 Unamortized loan costs (3,723) (4,441) Total Notes Payable $ 2,563,332 $ 2,457,627 (1) Interest rate as of March 31, 2024. (2) Weighted average maturity of notes payable outstanding at March 31, 2024 was 2.8 years. Extension options are not included. (3) Represents $123.0 million and $98.0 million non-cross-collateralized mortgages secured by the Terminus 100 and Terminus 200 buildings, respectively. Credit Facility On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75x; a fixed charge coverage ratio of at least 1.50x; a secured leverage ratio of no more than 50%; and an overall leverage ratio of no more than 60%. The Credit Facility matures on April 30, 2027. The interest rate applicable to the Credit Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.90% and 1.40%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, or (iv) 1.00%, plus a spread of between 0.00% and 0.40%, based on leverage. In addition to the interest rate, the Credit Facility is also subject to a facility fee of 0.15% to 0.30%, depending on leverage, on the entire $1 billion capacity. At March 31, 2024, the Credit Facility's interest rate spread over Adjusted SOFR was 0.90%, and the facility fee spread was 0.15%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $707.8 million at March 31, 2024. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default. Subsequent to quarter end, the Company noticed the administrative agent of the Credit Facility of corporate investment grade ratings received. In accordance with the terms of the Credit Facility, these ratings reduce the Credit Facility's current applicable Adjusted SOFR spread to 0.775%. Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread which will now range from 0.725% to 1.40%. While our current facility fee remains at 0.15% under the received rating, it will now be subject to a range of 0.125% to 0.30%. Term Loans On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. The loan matures on March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each. The interest rate provisions are the same as the 2021 Term Loan, and the covenants are the same as the Credit Facility. On April 19, 2023, the Company entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298%. On January 26, 2024, the Company entered into a floating-to-fixed rate swap with respect to remaining $200 million of the $400 million 2022 Term Loan through the maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.6675% (see note 7). These two swaps fix the underlying SOFR rate for the full $400 million at a weighted average of 4.48%. On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement. Under the 2021 Term Loan, the Company has borrowed $350 million that matures on August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days. On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan. This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility. Under the terms of this First Amendment the interest rate applicable to the 2021 Term Loan varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 1.05% and 1.65%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, (iv) or 1.00%, plus a spread of between 0.05% and 0.65%, based on leverage. On September 19, 2022, the Company provided notice of our election of the Daily SOFR Rate Loan provisions. On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234% (see note 7). At March 31, 2024, the Term Loans' spread over the underlying SOFR rates was 1.05%. Subsequent to quarter end, the Company noticed the administrative agent of the 2022 and 2021 Term Loans of corporate investment grade ratings received. In accordance with the terms of the Term Loans, these ratings reduce the 2022 and 2021 Term Loans' current applicable Adjusted SOFR spreads to 0.85% and 1.00%, respectively. Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread which will now range from 0.80% to 1.60% for the 2022 Term Loan and 0.85% to 1.65% for the 2021 Term Loan. Unsecured Senior Notes The Company has unsecured senior notes of $1.0 billion that were funded in five tranches. The first tranche of $100 million is due in 2027 and has a fixed annual interest rate of 4.09%. The second tranche of $250 million is due in 2025 and has a fixed annual interest rate of 3.91%. The third tranche of $125 million is due in 2027 and has a fixed annual interest rate of 3.78%. The fourth tranche of $250 million is due in 2028 and has a fixed annual interest rate of 3.86%. The fifth tranche of $275 million is due in 2029 and has a fixed annual interest rate of 3.95%. The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%. The senior notes also contain customary representations and warranties and affirmative and negative covenants, as well as customary events of default. Secured Mortgage Notes As of March 31, 2024, the Company had $524.9 million outstanding on five non-recourse mortgage notes with a weighted average interest rate of 4.69%. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $883.8 million are pledged as security on these mortgage notes payable. For each non-recourse mortgage loan, the Company provides a customary "non-recourse carve-out guaranty." Additional guarantees related to re-leasing costs may also apply. Other Debt Information The Company is in compliance with all of the covenants related to its unsecured and secured debt. At March 31, 2024 and December 31, 2023, the estimated fair value of the Company’s notes payable was $2.5 billion and $2.4 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated current market rates at which similar loans could have been obtained at March 31, 2024 and December 31, 2023. The estimate of the current market rates, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers. For the three months ended March 31, 2024 and 2023, interest expense was recorded as follows ($ in thousands): Three Months Ended March 31, 2024 2023 Total interest incurred $ 32,614 $ 30,121 Interest capitalized (3,706) (5,091) Total interest expense $ 28,908 $ 25,030 |