Debt and Line of Credit | 8. Debt and Line of Credit The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in millions, except for statistical information): Carrying Amount Weighted Average Weighted Average March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Secured Debt (1) $ 3,386.4 $ 3,217.8 9.8 10.2 3.811 % 3.723 % Unsecured Debt Senior unsecured notes (2) 2,175.6 1,779.6 8.2 8.1 3.375 % 2.9 % Line of credit and other debt (3) 1,838.1 2,130.6 2.4 2.8 4.638 % 4.417 % Preferred equity - Sun NG Resorts - mandatorily redeemable 35.2 35.2 1.5 1.8 6.0 % 6.0 % Preferred OP units - mandatorily redeemable 26.7 34.0 0.8 3.1 6.5 % 5.921 % Total Unsecured Debt 4,075.6 3,979.4 Total Debt $ 7,462.0 $ 7,197.2 7.4 7.4 3.908 % 3.746 % (1) Balances at March 31, 2023 and December 31, 2022 include $0.1 million of net debt premium, respectively, and $16.2 million and $14.6 million of deferred financing costs, respectively. (2) Balances at March 31, 2023 and December 31, 2022 include $7.0 million and $6.1 million of net debt discount, respectively, and $17.4 million and $14.3 million of deferred financing costs, respectively. Weighted average interest rates include the impact of hedge activity. (3) Balance at March 31, 2023 and December 31, 2022 includes $2.7 million and $3.0 million of deferred financing costs, respectively. Weighted average interest rates include the impact of hedge activity. Secured Debt Secured debt consists of mortgage term loans. During the three months ended March 31, 2023, no mortgage term loans were paid off. During the year ended December 31, 2022, we paid off the following mortgage term loans during the quarters presented below (in millions, except for statistical information): Period Repayment Amount Fixed Interest Rate Maturity Date Loss on Extinguishment of Debt Three months ended September 30, 2022 $ 318.0 (1) 4.81 % December 6, 2022 - September 6, 2024 $ 4.0 Three months ended June 30, 2022 $ 15.8 3.89 % October 1, 2022 $ — (1) Includes 17 mortgage term loans which were scheduled to mature from December 6, 2022 to September 6, 2024 that were secured by 35 properties. During the three months ended March 31, 2023 and the year ended December 31, 2022, we entered into the following mortgage term loans during the quarters presented below (in millions, except for statistical information). Period Loan Amount Term (in years) Interest Rate Maturity Date Three months ended March 31, 2023 $ 85.0 (1) 3 5.0 % February 13, 2026 $ 99.1 (2) 7 - 10 5.72 % April 1, 2030 - April 1, 2033 Three months ended December 31, 2022 $ 226.0 (3) 4 - 7 4.5 % June 15, 2026 - December 15, 2029 Three months ended September 30, 2022 $ 20.6 (4)(6) 25 3.65 % August 10, 2047 $ 3.4 (5)(6) 25 3.65 % August 10, 2047 (1) Includes five existing encumbered properties. (2) Includes 22 existing encumbered properties. (3) Includes 18 existing encumbered properties. (4) Represents a construction loan (undrawn as of March 31, 2023). (5) Represents mortgage term loan. (6) Represents loans jointly secured by one property. The mortgage term loans, which total $3.4 billion as of March 31, 2023, are secured by 154 properties comprised of 61,624 sites representing approximately $2.7 billion of net book value. Unsecured Debt Senior Unsecured Notes The following table sets forth certain information regarding our outstanding senior unsecured notes (in millions, except for statistical information). All senior unsecured notes include interest payments on a semi-annual basis in arrears, and are recorded in the Unsecured debt line item on the Consolidated Balance Sheets. Carrying Amount Principal Amount March 31, 2023 December 31, 2022 5.7% notes, issued in January 2023 and due in January 2033 (1) $ 400.0 $ 395.4 N/A 4.2% notes, issued in April 2022 and due in April 2032 600.0 592.0 591.8 2.3% notes, issued in October 2021 and due in November 2028 450.0 446.3 446.2 2.7% notes, issued in June 2021 and October 2021, and due in July 2031 750.0 741.9 741.6 Total $ 2,200.0 $ 2,175.6 $ 1,779.6 (1) In January 2023, the Operating Partnership issued $400.0 million of senior unsecured notes with an interest rate of 5.7% and a 10-year term, due January 15, 2033 (the "2033 Notes"). Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023. The net proceeds from the offering were $395.3 million, after deducting underwriters' discounts and estimated offering expenses. We used the net proceeds from the offering to repay borrowings outstanding under our Senior Credit Facility. Line of Credit In April 2022, in connection with the closing of the Park Holidays acquisition, the Operating Partnership (as borrower), SUI (as guarantor) , and certain lenders entered into Amendment No. 1 to the Fourth Amended and Restated Credit Agreement and Other Loan Documents (the "Credit Facility Amendment"), which amended our senior credit facility (the "Senior Credit Facility"). The Credit Facility Amendment increased the aggregate amount of our Senior Credit Facility to $4.2 billion with the ability to upsize the total borrowings by an additional $800.0 million, subject to certain conditions. The increased aggregate amount under the Senior Credit Facility consists of the following: (a) a revolving loan in an amount up to $3.05 billion and (b) a term loan facility of $1.15 billion, with the ability to draw funds from the combined facilities in U.S. dollars, Pound sterling, Euros, Canadian dollars and Australian dollars, subject to certain limitations. The Credit Facility Amendment extended the maturity date of the revolving loan facility to April 7, 2026. At our option that maturity date may be extended two additional six-month periods. In addition, the Credit Facility Amendment established the maturity date of the term loan facility under the Credit Facility Amendment as April 7, 2025, which may not be further extended. Prior to the Credit Facility Amendment, the Senior Credit Facility permitted aggregate borrowings of up to $2.0 billion, with an accordion feature that allowed for additional commitments of up to $1.0 billion, subject to the satisfaction of certain conditions. Prior to the amendment, $500.0 million of available borrowings under the Senior Credit Facility were scheduled to mature on October 11, 2024, with the remainder scheduled to mature on June 14, 2025. We had no loss on extinguishment of debt related to the Senior Credit Facility during the three months ended March 31, 2023. The Senior Credit Facility bears interest at a floating rate based on the Adjusted Term Secured Overnight Financing Rate ("SOFR"), the Adjusted Eurocurrency Rate, the Daily Risk Free Rate ("RFR"), the Australian Bank Bill Swap Bid Rate ("BBSY"), the Daily Sterling Overnight Index Average ("SONIA") Rate or the Canadian Dollar Offered Rate, as applicable, plus a margin, in all cases, which can range from 0.725% to 1.6%, subject to certain adjustments. As of March 31, 2023, the margins based on our credit ratings were 0.85% on the revolving loan facility and 0.95% on the term loan facility. During the three months ended March 31, 2023 and year ended December 31, 2022, we achieved sustainability related requirements resulting in a favorable 0.04% and 0.01% adjustments, respectively, to both margins. At the lenders' option, the Senior Credit Facility will become immediately due and payable upon an event of default under the Credit Facility Amendment. We had $741.6 million and $1.1 billion of borrowings outstanding under the revolving loan as of March 31, 2023 and December 31, 2022, respectively. We also had $1.1 billion of borrowings outstanding under the term loan on the Senior Credit Facility as of March 31, 2023 and December 31, 2022, respectively. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets. The Senior Credit Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under the Senior Credit Facility, but does reduce the borrowing amount available. We had $4.8 million and $2.3 million of outstanding letters of credit at March 31, 2023 and December 31, 2022, respectively. Bridge Loan Termination In March 2022, we terminated our commitment letter with Citigroup Global Markets, Inc. ("Citigroup"), pursuant to which, Citigroup (on behalf of its affiliates), previously committed to lend us up to £950.0 million in Pound sterling, or approximately $1.2 billion converted at the March 31, 2022 exchange rate (the "Bridge Loan"). As of the date of termination, we did not have any borrowings outstanding under the Bridge Loan. During the year ended December 31, 2022, we recognized a Loss on extinguishment of debt in our Consolidated Statement of Operations of $0.3 million related to the termination of the Bridge Loan. Unsecured Term Loan In October 2019, we assumed a $58.0 million secured term loan facility related to an acquisition. The term loan initially had a four-year term ending October 29, 2023, and bore interest at a floating rate based on the Eurodollar rate or Prime rate plus a margin ranging from 1.2% to 2.05%. Effective July 1, 2021, the agreement was amended to release the associated collateral. The amendment extended the term loan facility maturity date to October 29, 2025 and adjusted the interest rate margin to a range from 0.8% to 1.6%. In August 2022, we amended the secured term loan facility to transition from the Eurodollar rate to SOFR. As of March 31, 2023, the margin based on our credit rating was 0.95%. The outstanding balance was $16.2 million at March 31, 2023 and $19.8 million at December 31, 2022, respectively. In accordance with the amended agreement, we achieved sustainability related requirements resulting in a favorable 0.01% adjustment to the margins. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets. Preferred Equity - Sun NG Resorts - Mandatorily Redeemable In connection with the investment in Sun NG Resorts in June 2018, $35.3 million of mandatorily redeemable Preferred Equity ("Preferred Equity - Sun NG Resorts") was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0% per annum. The Preferred Equity - Sun NG Resorts has a seven-year term ending June 1, 2025 and can be redeemed in the fourth quarter of 2024 at the holders' option. The Preferred Equity - Sun NG Resorts as of March 31, 2023 was $35.2 million. This balance is recorded within the Unsecured debt line item on the Consolidated Balance Sheets. Refer to Note 7, "Consolidated Variable Interest Entities," and Note 9, "Equity and Temporary Equity," for additional information. Preferred OP Units - Mandatorily Redeemable Preferred OP units at March 31, 2023 and December 31, 2022 include $26.7 million and $34.0 million of Aspen preferred OP units issued by the Operating Partnership, respectively. As of March 31, 2023, these units are convertible indirectly into 320,699 shares of our common stock. In January 2020, we amended the Operating Partnership's partnership agreement. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the "Extended Units"). Subject to certain limitations, at any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Extended Units), the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $68.00 per share or less, 0.397 common OP units; or (b) if the 10-day average closing price is greater than $68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $27.00 plus (B) 25.0% of the amount by which the 10-day average closing price exceeds $68.00 per share, by (ii) the 10-day average closing price. The current preferred distribution rate is 3.8% on the Extended Units and 6.5% on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units. All of the Extended Units converted during the three months ended March 31, 2023. As of March 31, 2023, 988,819 of other Aspen preferred units were outstanding. These balances are recorded within the Unsecured debt line item on the Consolidated Balance Sheets. Covenants The mortgage term loans, senior unsecured notes and Senior Credit Facility are subject to various financial and other covenants. The most restrictive covenants are pursuant to (a) the terms of the Senior Credit Facility, which contains a minimum fixed charge coverage ratio, maximum leverage ratio, distribution ratio and variable rate indebtedness, and (b) the terms of the senior unsecured notes, which contain a total debt to total assets ratio, secured debt to total assets ratio, consolidated income available for debt service to debt service ratio and unencumbered total asset value to unsecured debt covenants ratio. At March 31, 2023, we were in compliance with all covenants. In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries' assets and credit are not available to satisfy our debts and other obligations, and any of our other subsidiaries or any other person or entity. |