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Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt DEBT
The Company has the following types of indebtedness: (i) mortgages payable, (ii) unsecured notes payable, (iii) unsecured term loans and (iv) an unsecured revolving line of credit.
Mortgages Payable
The following table summarizes the Company’s mortgages payable:

December 31, 2019

December 31, 2018
 
Aggregate
Principal
Balance
 
Weighted
Average
Interest Rate
 
Weighted
Average Years
to Maturity
 
Aggregate
Principal
Balance
 
Weighted
Average
Interest Rate
 
Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a)
$
94,904

 
4.37
%
 
5.1

$
205,450

 
4.65
%
 
4.5
Premium, net of accumulated amortization

 
 
 
 
 
775

 
 
 
 
Discount, net of accumulated amortization
(493
)
 
 
 
 

(536
)
 
 
 
 
Capitalized loan fees, net of accumulated
amortization
(256
)
 
 
 
 
 
(369
)
 
 
 
 
Mortgages payable, net
$
94,155

 
 
 
 

$
205,320

 
 
 
 
(a)
The fixed rate mortgages had interest rates ranging from 3.75% to 7.48% as of December 31, 2019 and 2018.
During the year ended December 31, 2019, the Company repaid mortgages payable in the total amount of $107,671, which had a weighted average fixed interest rate of 4.91%, incurred $8,151 of debt prepayment fees and made scheduled principal payments of $2,875 related to amortizing loans. Certain of the Company’s mortgages payable require monthly payments of principal and interest. Collateral for the Company’s mortgages payable consists of the respective mortgaged property and its related tenant leases.
Unsecured Notes Payable
The following table summarizes the Company’s unsecured notes payable:
 
 
 
 
December 31, 2019
 
December 31, 2018
Unsecured Notes Payable
 
Maturity Date
 
Principal
Balance
 
Interest Rate/
Weighted Average
Interest Rate
 
Principal
Balance
 
Interest Rate/
Weighted Average
Interest Rate
Senior notes – 4.12% due 2021
 
June 30, 2021
 
$
100,000

 
4.12
%
 
$
100,000

 
4.12
%
Senior notes – 4.58% due 2024
 
June 30, 2024
 
150,000

 
4.58
%
 
150,000

 
4.58
%
Senior notes – 4.00% due 2025
 
March 15, 2025
 
250,000

 
4.00
%
 
250,000

 
4.00
%
Senior notes – 4.08% due 2026
 
September 30, 2026
 
100,000

 
4.08
%
 
100,000

 
4.08
%
Senior notes – 4.24% due 2028
 
December 28, 2028
 
100,000

 
4.24
%
 
100,000

 
4.24
%
Senior notes – 4.82% due 2029
 
June 28, 2029
 
100,000

 
4.82
%
 

 
%
 
 
 
 
800,000

 
4.27
%
 
700,000

 
4.19
%
Discount, net of accumulated amortization
 
 
 
(616
)
 
 
 
(734
)
 
 
Capitalized loan fees, net of accumulated amortization
 
 
 
(3,137
)
 
 
 
(2,904
)
 
 
Total
 
 
 
$
796,247

 
 
 
$
696,362

 
 

Notes Due 2029
On June 28, 2019, the Company issued $100,000 of 4.82% senior unsecured notes due 2029 (Notes Due 2029) in a private placement transaction pursuant to a note purchase agreement it entered into with certain institutional investors on April 5, 2019. The proceeds were used to repay borrowings on the Company’s unsecured revolving line of credit.
The note purchase agreement governing the Notes Due 2029 contains customary representations, warranties and covenants, and events of default. Pursuant to the terms of such note purchase agreement, the Company is subject to various financial covenants, which include the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) a minimum interest coverage ratio; (iii) a minimum unencumbered interest coverage ratio (as set forth in the Company’s unsecured credit facility and the note purchase agreements governing the Notes Due 2021 and 2024 and the Notes Due 2026 and 2028 defined below); and (iv) a minimum fixed charge coverage ratio (as set forth in the Company’s unsecured credit facility).
Notes Due 2026 and 2028
On September 30, 2016, the Company issued $100,000 of 4.08% senior unsecured notes due 2026 in a private placement transaction pursuant to a note purchase agreement it entered into with certain institutional investors on September 30, 2016. Pursuant to the same note purchase agreement, on December 28, 2016, the Company also issued $100,000 of 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028). The proceeds were used to pay down the Company’s unsecured revolving line of credit, early repay certain longer-dated mortgages payable and for general corporate purposes.
The note purchase agreement governing the Notes Due 2026 and 2028 contains customary representations, warranties and covenants, and events of default. Pursuant to the terms of the note purchase agreement, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) a minimum interest coverage ratio; (iii) an unencumbered interest coverage ratio (as set forth in the Company’s unsecured credit facility and the note purchase agreement governing the Notes Due 2021 and 2024 described below); and (iv) a fixed charge coverage ratio (as set forth in the Company’s unsecured credit facility).
Notes Due 2025
On March 12, 2015, the Company completed a public offering of $250,000 in aggregate principal amount of 4.00% senior unsecured notes due 2025 (Notes Due 2025). The Notes Due 2025 were priced at 99.526% of the principal amount to yield 4.058% to maturity. The proceeds were used to repay a portion of the Company’s unsecured revolving line of credit.
The indenture, as supplemented, governing the Notes Due 2025 (the Indenture) contains customary covenants and events of default. Pursuant to the terms of the Indenture, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum secured and total leverage ratios; (ii) a debt service coverage ratio; and (iii) maintenance of an unencumbered assets to unsecured debt ratio.
Notes Due 2021 and 2024
On June 30, 2014, the Company completed a private placement of $250,000 of unsecured notes, consisting of $100,000 of 4.12% senior unsecured notes due 2021 and $150,000 of 4.58% senior unsecured notes due 2024 (Notes Due 2021 and 2024). The proceeds were used to repay a portion of the Company’s unsecured revolving line of credit.
The note purchase agreement governing the Notes Due 2021 and 2024 contains customary representations, warranties and covenants, and events of default. Pursuant to the terms of the note purchase agreement, the Company is subject to various financial covenants, some of which are based upon the financial covenants in effect in the Company’s unsecured credit facility, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage and unencumbered interest coverage ratios; and (iii) a minimum consolidated net worth.
As of December 31, 2019, management believes the Company was in compliance with the financial covenants under the Indenture and the note purchase agreements.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s unsecured term loans and revolving line of credit:
 
 
 
 
December 31, 2019
 
December 31, 2018
 
 
Maturity Date
 
Balance
 
Interest
Rate
 
Balance
 
Interest
Rate
Unsecured credit facility term loan due 2021 – fixed rate (a)
 
January 5, 2021
 
$
250,000

 
3.20
%
 
$
250,000

 
3.20
%
Unsecured term loan due 2023 – fixed rate (b)
 
November 22, 2023
 
200,000

 
4.05
%
 
200,000

 
4.05
%
Unsecured term loan due 2024 – fixed rate (c)
 
July 17, 2024
 
120,000

 
2.88
%
 

 
%
Unsecured term loan due 2026 – fixed rate (d)
 
July 17, 2026
 
150,000

 
3.27
%
 

 
%
Subtotal
 
 
 
720,000

 
 
 
450,000

 
 
Capitalized loan fees, net of accumulated amortization
 
 
 
(3,477
)
 
 
 
(2,633
)
 
 
Term loans, net
 
 
 
$
716,523

 
 
 
$
447,367

 
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured credit facility revolving line of credit –
variable rate (e)
 
April 22, 2022
 
$
18,000

 
2.85
%
 
$
273,000

 
3.57
%
(a)
$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through January 5, 2021. The applicable credit spread was 1.20% as of December 31, 2019 and 2018.
(b)
$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.20% as of December 31, 2019 and 2018.
(c)
$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of December 31, 2019.
(d)
$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.50% as of December 31, 2019.
(e)
Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying consolidated balance sheets.
Unsecured Credit Facility
On April 23, 2018, the Company entered into its fifth amended and restated unsecured credit agreement (Unsecured Credit Agreement) with a syndicate of financial institutions led by Wells Fargo Bank, National Association serving as syndication agent and KeyBank National Association serving as administrative agent to provide for an unsecured credit facility aggregating $1,100,000 (Unsecured Credit Facility). The Unsecured Credit Facility consists of an $850,000 unsecured revolving line of credit and a $250,000 unsecured term loan and is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the Unsecured Credit Agreement, the Company may elect to convert to an investment grade pricing grid. As of December 31, 2019, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the Unsecured Credit Facility:
 
 
 
 
 
 
 
 
Leverage-Based Pricing
 
Investment Grade Pricing
Unsecured Credit Facility
 
Maturity Date
 
Extension Option
 
Extension Fee
 
Credit Spread
Facility Fee
 
Credit Spread
Facility Fee
$250,000 unsecured term loan due 2021
 
1/5/2021
 
N/A
 
N/A
 
1.20%–1.70%
N/A
 
0.90%–1.75%
N/A
$850,000 unsecured revolving line of credit
 
4/22/2022
 
2-six month
 
0.075%
 
1.05%–1.50%
0.15%–0.30%
 
0.825%–1.55%
0.125%–0.30%

The Unsecured Credit Facility has a $500,000 accordion option that allows the Company, at its election, to increase the total Unsecured Credit Facility up to $1,600,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the Unsecured Credit Agreement and (ii) the Company’s ability to obtain additional lender commitments.
The Unsecured Credit Agreement contains customary representations, warranties and covenants, and events of default. Pursuant to the terms of the Unsecured Credit Agreement, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; and (ii) minimum fixed charge
and unencumbered interest coverage ratios. As of December 31, 2019, management believes the Company was in compliance with the financial covenants and default provisions under the Unsecured Credit Agreement.
Unsecured Term Loans
Term Loan Due 2024 and Term Loan Due 2026
On July 17, 2019, the Company entered into a term loan agreement (2019 Term Loan Agreement) with a group of financial institutions for a five-year $120,000 unsecured term loan (Term Loan Due 2024) and a seven-year $150,000 unsecured term loan (Term Loan Due 2026). The Term Loan Due 2024 and Term Loan Due 2026 bear interest at a rate of LIBOR, adjusted based on applicable reserve percentages established by the Federal Reserve, plus a credit spread based on a leverage grid. In accordance with the 2019 Term Loan Agreement, the Company may elect to convert to an investment grade pricing grid. As of December 31, 2019, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid. The proceeds were used to repay outstanding indebtedness and for general corporate purposes.
Term Loan Due 2023
On January 3, 2017, the Company received funding on a seven-year $200,000 unsecured term loan (Term Loan Due 2023) with a group of financial institutions, which closed during the year ended December 31, 2016 and was amended on November 20, 2018. The Term Loan Due 2023 is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the amended term loan agreement (Amended 2017 Term Loan Agreement), the Company may elect to convert to an investment grade pricing grid. As of December 31, 2019, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the unsecured term loans:
Unsecured Term Loans
 
Maturity Date
 
Leverage-Based Pricing
Credit Spread
 
Investment Grade Pricing
Credit Spread
$200,000 unsecured term loan due 2023
 
11/22/2023
 
1.20
%
1.85%
 
0.85
%
1.65%
$120,000 unsecured term loan due 2024
 
7/17/2024
 
1.20
%
1.70%
 
0.80
%
1.65%
$150,000 unsecured term loan due 2026
 
7/17/2026
 
1.50
%
2.20%
 
1.35
%
2.25%

The Term Loan Due 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow the Company, at its election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the 2019 Term Loan Agreement and (ii) the Company’s ability to obtain additional lender commitments.
The Term Loan Due 2023 has a $100,000 accordion option that allows the Company, at its election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the Amended 2017 Term Loan Agreement and (ii) the Company’s ability to obtain additional lender commitments.
The 2019 Term Loan Agreement and the Amended 2017 Term Loan Agreement contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum fixed charge coverage ratios; and (iii) minimum unencumbered interest coverage ratios. As of December 31, 2019, management believes the Company was in compliance with the financial covenants and default provisions under the 2019 Term Loan Agreement and the Amended 2017 Term Loan Agreement.
Debt Maturities
The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of December 31, 2019, for each of the next five years and thereafter and the weighted average interest rates by year. The table does not reflect the impact of any 2020 debt activity.
 
2020
 
2021
 
2022
 
2023
 
2024
 
Thereafter
 
Total
Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgages payable (a)
$
2,494

 
$
2,626

 
$
26,678

 
$
31,758

 
$
1,737

 
$
29,611

 
$
94,904

Fixed rate term loans (b)

 
250,000

 

 
200,000

 
120,000

 
150,000

 
720,000

Unsecured notes payable (c)

 
100,000

 

 

 
150,000

 
550,000

 
800,000

Total fixed rate debt
2,494

 
352,626

 
26,678

 
231,758

 
271,737

 
729,611

 
1,614,904

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate revolving line of credit

 

 
18,000

 

 

 

 
18,000

Total debt (d)
$
2,494

 
$
352,626

 
$
44,678

 
$
231,758

 
$
271,737

 
$
729,611

 
$
1,632,904

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate on debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate debt
4.38
%
 
3.47
%
 
4.81
%
 
4.06
%
 
3.83
%
 
4.02
%
 
3.89
%
Variable rate debt (e)

 

 
2.85
%
 

 

 

 
2.85
%
Total
4.38
%
 
3.47
%
 
4.02
%
 
4.06
%
 
3.83
%
 
4.02
%
 
3.88
%
(a)
Excludes mortgage discount of $(493) and capitalized loan fees of $(256), net of accumulated amortization, as of December 31, 2019.
(b)
Excludes capitalized loan fees of $(3,477), net of accumulated amortization, as of December 31, 2019. The following variable rate term loans have been swapped to fixed rate debt: (i) $250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid through January 5, 2021; (ii) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (iii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iv) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of December 31, 2019, the applicable credit spread for (i), (ii) and (iii) was 1.20% and for (iv) was 1.50%.
(c)
Excludes discount of $(616) and capitalized loan fees of $(3,137), net of accumulated amortization, as of December 31, 2019.
(d)
The weighted average years to maturity of consolidated indebtedness was 4.7 years as of December 31, 2019.
(e)
Represents interest rate as of December 31, 2019.
The Company plans on addressing its debt maturities through a combination of cash flows generated from operations, working capital, capital markets transactions and its unsecured revolving line of credit.