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Debt
9 Months Ended
Sep. 30, 2020
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:
September 30, 2020December 31, 2019
BalanceWeighted
Average
Interest Rate
Weighted
Average Years
to Maturity
BalanceWeighted
Average
Interest Rate
Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a)$92,744 4.36 %4.3$94,904 4.37 %5.1
Discount, net of accumulated amortization(461)(493)
Capitalized loan fees, net of accumulated
amortization
(208)(256)
Mortgages payable, net$92,075 $94,155 
(a)The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% and 3.75% to 7.48% as of September 30, 2020 and December 31, 2019, respectively.
During the nine months ended September 30, 2020, the Company prepaid a $306 mortgage payable, which had a fixed interest rate of 7.48%, incurred a $16 debt prepayment fee and made scheduled principal payments of $1,854 related to amortizing loans.
Unsecured Notes Payable
The following table summarizes the Company’s unsecured notes payable:
September 30, 2020December 31, 2019
Unsecured Notes PayableMaturity DateBalanceInterest Rate/
Weighted Average
Interest Rate
BalanceInterest Rate/
Weighted Average
Interest Rate
Senior notes – 4.12% due 2021June 30, 2021$— — %$100,000 4.12 %
Senior notes – 4.58% due 2024June 30, 2024150,000 4.58 %150,000 4.58 %
Senior notes – 4.00% due 2025March 15, 2025350,000 4.00 %250,000 4.00 %
Senior notes – 4.08% due 2026September 30, 2026100,000 4.08 %100,000 4.08 %
Senior notes – 4.24% due 2028December 28, 2028100,000 4.24 %100,000 4.24 %
Senior notes – 4.82% due 2029June 28, 2029100,000 4.82 %100,000 4.82 %
Senior notes – 4.75% due 2030September 15, 2030400,000 4.75 %— — %
1,200,000 4.42 %800,000 4.27 %
Discount, net of accumulated amortization(6,687)(616)
Capitalized loan fees, net of accumulated amortization(7,834)(3,137)
Total$1,185,479 $796,247 
Notes Due 2030
On August 25, 2020, the Company completed a public offering of $400,000 in aggregate principal amount of 4.75% senior unsecured notes due 2030 (Notes Due 2030). The Notes Due 2030 were priced at 98.684% of the principal amount to yield 4.917% to maturity and will mature on September 15, 2030, unless earlier redeemed. The proceeds were used to repay (i) the Company’s $250,000 unsecured term loan due 2021, (ii) the $100,000 principal balance of the Company’s 4.12% senior unsecured notes due 2021 (Notes Due 2021), (iii) borrowings on the Company’s unsecured revolving line of credit, and (iv) general corporate purposes. The Company made make-whole provision payments totaling $2,770 in connection with the repayment of the Notes Due 2021.
The indenture, as supplemented, governing the Notes Due 2030 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 consolidated leverage ratios; (ii) a debt service coverage ratio; and (iii) maintenance of an unencumbered assets to unsecured debt ratio.
Notes Due 2025
On July 21, 2020, the Company completed a public offering of $100,000 in aggregate principal amount of 4.00% senior unsecured notes due 2025 (Notes Due 2025), issued at 99.010% of par value to yield 4.236% plus accrued and unpaid interest from March 15, 2020 through July 20, 2020. This $100,000 offering constitutes a further issuance of, and forms a single series with, the Company’s previously issued Notes Due 2025 and will mature on March 15, 2025, unless earlier redeemed. The total aggregate principal amount of Notes Due 2025 currently outstanding is $350,000, which enables the Notes Due 2025 to be eligible for index inclusion. The proceeds were used to repay borrowings on the Company’s unsecured revolving line of credit and for general corporate purposes.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit:
September 30, 2020December 31, 2019
Maturity DateBalanceInterest
Rate
BalanceInterest
Rate
Unsecured credit facility term loan due 2021 – fixed rate (a)January 5, 2021$— — %$250,000 3.20 %
Unsecured term loan due 2023 – fixed rate (b)November 22, 2023200,000 4.05 %200,000 4.05 %
Unsecured term loan due 2024 – fixed rate (c)July 17, 2024120,000 2.88 %120,000 2.88 %
Unsecured term loan due 2026 – fixed rate (d)July 17, 2026150,000 3.27 %150,000 3.27 %
Subtotal470,000 720,000 
Capitalized loan fees, net of accumulated amortization(2,609)(3,477)
Term loans, net$467,391 $716,523 
Unsecured credit facility revolving line of credit –
variable rate (e)
April 22, 2022$— 1.20 %$18,000 2.85 %
(a)As of December 31, 2019, $250,000 of LIBOR-based variable rate debt had 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.
(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 September 30, 2020 and December 31, 2019.
(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 September 30, 2020 and 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 September 30, 2020 and December 31, 2019.
(e)Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets. The revolving line of credit has two six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.
Unsecured Credit Facility
On April 23, 2018, the Company entered into its fifth amended and restated credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that matures on January 5, 2021 (Unsecured Credit Facility). During the three months ended September 30, 2020, the Company repaid the $250,000 unsecured term loan that bore interest at a rate of LIBOR plus a credit spread ranging from 1.20% to 1.70% with proceeds from the issuance of the Notes Due 2030. The unsecured revolving line of credit is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of September 30, 2020, 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 revolving line of credit:
Leverage-Based PricingInvestment Grade Pricing
Unsecured Credit FacilityMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility Fee
$850,000 unsecured revolving line of credit4/22/20222 six-month0.075%
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 $1,350,000, 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.
Unsecured Term Loans
As of September 30, 2020, the Company has the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan (Term Loan Due 2023), (ii) a five-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears 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 respective term loan agreements, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of September 30, 2020, making such an election would have resulted in a higher interest rate for each of the unsecured term loans 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 LoansMaturity DateLeverage-Based Pricing
Credit Spread
Investment Grade Pricing
Credit Spread
$200,000 unsecured term loan due 202311/22/20231.20 %1.85%0.85 %1.65%
$120,000 unsecured term loan due 20247/17/20241.20 %1.70%0.80 %1.65%
$150,000 unsecured term loan due 20267/17/20261.50 %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 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 term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.
Debt Maturities
The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of September 30, 2020 for the remainder of 2020, each of the next four years and thereafter, and the weighted average interest rates by year.
20202021202220232024ThereafterTotal
Debt:       
Fixed rate debt:       
Mortgages payable (a)$588 $2,409 $26,641 $31,758 $1,737 $29,611 $92,744 
Fixed rate term loans (b)— — — 200,000 120,000 150,000 470,000 
Unsecured notes payable (c)— — — — 150,000 1,050,000 1,200,000 
Total fixed rate debt588 2,409 26,641 231,758 271,737 1,229,611 1,762,744 
Variable rate debt:       
Variable rate revolving line of credit— — — — — — — 
Total debt (d)$588 $2,409 $26,641 $231,758 $271,737 $1,229,611 $1,762,744 
Weighted average interest rate on debt:       
Fixed rate debt4.08 %4.08 %4.81 %4.06 %3.83 %4.26 %4.17 %
Variable rate debt (e)— — 1.20 %— — — 1.20 %
Total4.08 %4.08 %4.81 %4.06 %3.83 %4.26 %4.17 %
(a)Excludes mortgage discount of $(461) and capitalized loan fees of $(208), net of accumulated amortization, as of September 30, 2020.
(b)Excludes capitalized loan fees of $(2,609), net of accumulated amortization, as of September 30, 2020. The following variable rate term loans have been swapped to fixed rate debt: (i) $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; (ii) $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 (iii) $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 September 30, 2020, the applicable credit spread for (i) and (ii) was 1.20% and for (iii) was 1.50%.
(c)Excludes discount of $(6,687) and capitalized loan fees of $(7,834), net of accumulated amortization, as of September 30, 2020.
(d)The weighted average years to maturity of consolidated indebtedness was 6.1 years as of September 30, 2020.
(e)Represents interest rate as of September 30, 2020, however, the revolving line of credit was not drawn as of September 30, 2020.
The Company’s unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended, governing the Unsecured Credit Facility, (ii) term loan agreement, as amended, governing the Term Loan Due 2023, (iii) term loan agreement, as amended, governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.58% senior unsecured notes due 2024 (Notes Due 2024), (v) indenture, as supplemented, governing the Notes Due 2025, (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the Notes Due 2030, 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 interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in their calculations are based on the most recent four fiscal quarters of activity. As of September 30, 2020, management believes the Company was in compliance with the financial covenants and default provisions under the unsecured debt agreements.
The Company plans on addressing its debt maturities through a combination of (i) cash flows generated from operations, (ii) working capital, (iii) capital markets transactions and (iv) its unsecured revolving line of credit.