SECURED AND UNSECURED DEBT, NET | 6. SECURED AND UNSECURED DEBT, NET The following is a summary of our secured and unsecured debt at September 30, 2017 and December 31, 2016 ( dollars in thousands ): Principal Outstanding As of September 30, 2017 Weighted Weighted Average Average Number of September 30, December 31, Interest Years to Communities 2017 2016 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 397,482 $ 402,996 4.04 % 5.6 7 Fannie Mae credit facilities (b) 285,836 355,836 4.86 % 2.3 8 Deferred financing costs (1,802) (2,681) Total fixed rate secured debt, net 681,516 756,151 4.39 % 4.2 15 Variable Rate Debt Tax-exempt secured notes payable (c) 94,700 94,700 1.59 % 5.4 2 Fannie Mae credit facilities (b) 29,034 280,946 2.78 % 1.2 1 Deferred financing costs (273) (939) Total variable rate secured debt, net 123,461 374,707 1.87 % 4.4 3 Total Secured Debt, net 804,977 1,130,858 4.00 % 4.2 18 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2020 (d) (i) — — — % 2.3 Borrowings outstanding under unsecured commercial paper program due October 2017 (e) (i) 285,000 — 1.45 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2019 (f) 40,717 21,350 2.13 % 1.3 Term Loan Facility due January 2021 (d) (i) 35,000 35,000 2.19 % 3.3 Fixed Rate Debt 4.25% Medium-Term Notes due June 2018 (net of discounts of $287 and $608, respectively) (i) 299,713 299,392 4.25 % 0.7 3.70% Medium-Term Notes due October 2020 (net of discounts of $24 and $30, respectively) (i) 299,976 299,970 3.70 % 3.0 1.98% Term Loan Facility due January 2021 (d) (i) 315,000 315,000 1.98 % 3.3 4.63% Medium-Term Notes due January 2022 (net of discounts of $1,536 and $1,805, respectively) (i) 398,464 398,195 4.63 % 4.3 3.75% Medium-Term Notes due July 2024 (net of discounts of $704 and $782, respectively) (i) 299,296 299,218 3.75 % 6.8 8.50% Debentures due September 2024 15,644 15,644 8.50 % 7.0 4.00% Medium-Term Notes due October 2025 (net of discounts of $551 and $602, respectively) (g) (i) 299,449 299,398 4.00 % 8.0 2.95% Medium-Term Notes due September 2026 (i) 300,000 300,000 2.95 % 8.9 3.50% Medium-Term Notes due July 2027 (net of discounts of $687 and $0, respectively) (h) (i) 299,313 — 3.50 % 9.8 Other 19 21 Deferred financing costs (13,557) (12,568) Total Unsecured Debt, net 2,874,034 2,270,620 3.45 % 4.9 Total Debt, net $ 3,679,011 $ 3,401,478 3.65 % 4.8 For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of September 30, 2017, secured debt encumbered $1.7 billion or 16.8% of UDR’s total real estate owned based upon gross book value ($8.3 billion or 83.2% of UDR’s real estate owned based on gross book value is unencumbered). (a) At September 30, 2017, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from May 2019 through November 2026 and carry interest rates ranging from 3.15% to 5.86%. The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. During the three months ended September 30, 2017 and 2016, the Company had $0.7 million and $0.6 million, respectively, and during the nine months ended September 30, 2017 and 2016, the Company had $2.2 million and $2.1 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties,which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $9.0 million and $11.2 million at September 30, 2017 and December 31, 2016, respectively. (b) UDR had two secured credit facilities with Fannie Mae with an aggregate commitment of $314.9 million at September 30, 2017. The Fannie Mae credit facilities mature at various dates from December 201 8 through July 2020 and bear interest at floating and fixed rates. At September 30, 2017, $285.8 million of the outstanding balance was fixed and had a weighted average interest rate of 4.86% and the remaining balance of $29.0 million had a weighted average variable interest rate of 2.78%. During the nine months ended September 30, 2017, the Company prepaid $275.3 million of its secured credit facilities with borrowings under the Company’s unsecured commercial paper program and proceeds from the issuance of senior unsecured medium-term notes. The Company incurred prepayment costs of $0 and $5.8 million during the three and nine months ended September 30, 2017, respectively, which were included in Interest expense on the Consolidated Statements of Operations. Further information related to these credit facilities is as follows (dollars in thousands) : September 30, December 31, 2017 2016 Borrowings outstanding $ 314,870 $ 636,782 Weighted average borrowings during the period ended 450,581 737,802 Maximum daily borrowings during the period ended 636,782 813,544 Weighted average interest rate during the period ended 4.2 % 3.9 % Weighted average interest rate at the end of the period 4.7 % 3.8 % (c) The variable rate mortgage notes payable that secure tax-exempt housing bond issues mature in August 2019 and March 2032. Interest on these notes is payable in monthly installments. The variable rate mortgage notes have interest rates ranging from 1.59% to 1.60% as of September 30, 2017. (d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan facility (the “Term Loan Facility”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan Facility to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from any one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2020, with two six-month extension options, subject to certain conditions. The Term Loan Facility has a scheduled maturity date of January 29, 2021. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 90 basis points and a facility fee of 15 basis points, and the Term Loan Facility has an interest rate equal to LIBOR plus a margin of 95 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 85 to 155 basis points, the facility fee ranges from 12.5 to 30 basis points, and the margin under the Term Loan Facility ranges from 90 to 175 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at September 30, 2017 and December 31, 2016 (dollars in thousands): September 30, December 31, 2017 2016 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) — — Weighted average daily borrowings during the period ended 3,040 161,505 Maximum daily borrowings during the period ended 120,000 340,000 Weighted average interest rate during the period ended 1.6 % 1.4 % Interest rate at end of the period — % — % (1) Excludes $3.3 million and $2.9 million of letters of credit at September 30, 2017 and December 31, 2016, respectively. (e) On January 23, 2017, the Company entered into an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. The following is a summary of short-term bank borrowings under the unsecured commercial paper program at September 30, 2017 and December 31, 2016 (dollars in thousands): September 30, December 31, 2017 2016 Total unsecured commercial paper program $ 500,000 $ — Borrowings outstanding at end of period 285,000 — Weighted average daily borrowings during the period ended 216,174 — Maximum daily borrowings during the period ended 340,000 — Weighted average interest rate during the period ended 1.4 % — % Interest rate at end of the period 1.4 % — % (f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 1, 2019. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin ranges from 85 to 155 basis points. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at September 30, 2017 and December 31, 2016 (dollars in thousands): September 30, December 31, 2017 2016 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 40,717 21,350 Weighted average daily borrowings during the period ended 26,258 21,936 Maximum daily borrowings during the period ended 67,799 69,633 Weighted average interest rate during the period ended 1.9 % 1.4 % Interest rate at end of the period 2.1 % 1.7 % (g) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.55%. (h) On June 16, 2017, the Company issued $300.0 million of 3.50% senior unsecured medium-term notes due July 1, 2027. Interest is payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2018. The notes were priced at 99.764% of the prinicipal amount at issuance. The Company used the net proceeds for the repayment of outstanding indebtedness and for general corporate purposes. (i) The Operating Partnership is a guarantor of this debt. The aggregate maturities, including amortizing principal payments of unsecured and secured debt, of total debt for the next ten calendar years subsequent to September 30, 2017 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2017 $ 1,133 $ — $ 1,133 $ 285,000 $ 286,133 2018 4,636 29,034 33,670 300,000 333,670 2019 249,395 67,700 317,095 40,717 357,812 2020 198,076 — 198,076 300,000 498,076 2021 1,117 — 1,117 350,000 351,117 2022 1,157 — 1,157 400,000 401,157 2023 41,245 — 41,245 — 41,245 2024 — — — 315,644 315,644 2025 127,600 — 127,600 300,000 427,600 2026 50,000 — 50,000 300,000 350,000 Thereafter — 27,000 27,000 300,000 327,000 Subtotal 674,359 123,734 798,093 2,891,361 3,689,454 Non-cash (a) 7,157 (273) 6,884 (17,327) (10,443) Total $ 681,516 $ 123,461 $ 804,977 $ 2,874,034 $ 3,679,011 (a) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs. For the three months ended September 30, 2017 and 2016, the Company amortized $ 1.1 million and $1. 0 million, respectively, of deferred financing costs into Interest expense. For the nine months ended September 30, 2017 and 2016, the Company amortized $ 3.2 million and $ 3.5 million, respectively, of deferred financing costs into Interest expense. We were in compliance with the covenants of our debt instruments at September 30, 2017. |