Debt

6 Months Ended

Jun. 30, 2020

The following table summarizes the Company’s outstanding indebtedness, including borrowings under the Company’s unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes as of June 30, 2020 and December 31, 2019.


Loan	Principal Outstanding as of June 30, 2020 (in thousands)		Principal Outstanding as of December 31, 2019 (in thousands)		Interest Rate⁽¹⁾⁽²⁾		Maturity Date	Prepayment Terms⁽³⁾
Unsecured credit facility:
Unsecured Credit Facility⁽⁴⁾	$	—	$	146,000	L + 0.90%		January 12, 2024	i
Total unsecured credit facility	—		146,000

Unsecured term loans:
Unsecured Term Loan C⁽⁵⁾	—		150,000		2.39	%	September 29, 2020	i
Unsecured Term Loan B⁽⁵⁾	—		150,000		3.05	%	March 21, 2021	i
Unsecured Term Loan A	150,000		150,000		3.38	%	March 31, 2022	i
Unsecured Term Loan D	150,000		150,000		2.85	%	January 4, 2023	i
Unsecured Term Loan G⁽⁶⁾	300,000		—		3.31	%	April 18, 2023	i
Unsecured Term Loan E	175,000		175,000		3.92	%	January 15, 2024	i
Unsecured Term Loan F	200,000		100,000		L + 1.00%		January 12, 2025	i
Total unsecured term loans	975,000		875,000
Less: Total unamortized deferred financing fees and debt issuance costs	(4,718)		(3,625)
Total carrying value unsecured term loans, net	970,282		871,375

Unsecured notes:
Series F Unsecured Notes	100,000		100,000		3.98	%	January 5, 2023	ii
Series A Unsecured Notes	50,000		50,000		4.98	%	October 1, 2024	ii
Series D Unsecured Notes	100,000		100,000		4.32	%	February 20, 2025	ii
Series G Unsecured Notes	75,000		75,000		4.10	%	June 13, 2025	ii
Series B Unsecured Notes	50,000		50,000		4.98	%	July 1, 2026	ii
Series C Unsecured Notes	80,000		80,000		4.42	%	December 30, 2026	ii
Series E Unsecured Notes	20,000		20,000		4.42	%	February 20, 2027	ii
Series H Unsecured Notes	100,000		100,000		4.27	%	June 13, 2028	ii
Total unsecured notes	575,000		575,000
Less: Total unamortized deferred financing fees and debt issuance costs	(1,918)		(2,117)
Total carrying value unsecured notes, net	573,082		572,883

Mortgage notes (secured debt):
Wells Fargo Bank, National Association CMBS Loan	49,473		51,406		4.31	%	December 1, 2022	iii
Thrivent Financial for Lutherans	3,619		3,679		4.78	%	December 15, 2023	iv
Total mortgage notes	53,092		55,085
Add: Total unamortized fair market value premiums	34		39
Less: Total unamortized deferred financing fees and debt issuance costs	(299)		(369)
Total carrying value mortgage notes, net	52,827		54,755
Total / weighted average interest rate⁽⁷⁾	$	1,596,191	$	1,645,013	3.48	%

(1)Interest rate as of June 30, 2020. At June 30, 2020, the one-month LIBOR (“L”) was 0.16225%. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating, as defined in the respective loan agreements.

(2)The unsecured term loans have a stated interest rate of one-month LIBOR plus a spread of 1.0%, with the exception of the Unsecured Term Loan G which has a spread of 1.5% and is subject to a minimum rate for LIBOR of 0.25%. As of June 30, 2020, one-month LIBOR for the Unsecured Term Loans A, D, E, and G was swapped to a fixed rate of 2.38%, 1.85%, 2.92%, and 1.72%, respectively. One-month LIBOR for the Unsecured Term Loan F was swapped to a fixed rate of 2.11% effective July 15, 2020. One-month LIBOR for the Unsecured Term Loan G will be swapped to a fixed rate of 1.17% effective September 29, 2020 and 0.28% effective March 19, 2021.

(3)Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, however can be defeased; and (iv) pre-payable without penalty three months prior to the maturity date.

(4)The capacity of the unsecured credit facility is $500.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $2.0 million and $2.4 million is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, respectively. The initial maturity date is January 15, 2023, which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion upon advance written notice. Exercise of each six-month option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension, (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date, and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

(5)The Unsecured Term Loan B and the Unsecured Term Loan C were paid in full on April 17, 2020 in connection with the execution of the Unsecured Term Loan G.

(6)The initial maturity date is April 16, 2021, which may be extended pursuant to two one-year extension options exercisable by the Company in its discretion upon advance written notice. Exercise of each one-year option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension, (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date, and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

(7)The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $775.0 million of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.

The aggregate undrawn nominal commitment on the unsecured credit facility as of June 30, 2020 was approximately $497.0 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $6.1 million and $6.3 million as of June 30, 2020 and December 31, 2019, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.

The following table summarizes the costs included in interest expense related to the Company’s debt arrangements on the accompanying Consolidated Statement of Operations for the three and six months ended June 30, 2020 and 2019.


	Three months ended June 30,						Six months ended June 30,
Costs Included in Interest Expense (in thousands)	2020		2019		2020		2019
Amortization of deferred financing fees and debt issuance costs and fair market value premiums	$	746	$	618	$	1,422	$	1,236
Facility, unused, and other fees	$	316	$	387	$	680	$	770

On April 29, 2020, the mortgage note associated with the Wells Fargo, National Association CMBS Loan was partially defeased in the amount of approximately $1.0 million in connection with the sale of the Johnstown, NY property, which had served as partial collateral for the mortgage note. The associated defeasance fees and unamortized deferred financing fees and debt issuance costs of approximately $0.1 million were written off to loss on extinguishment of debt in the accompanying Consolidated Statement of Operations during the three and six months ended June 30, 2020.

On April 17, 2020, the Company entered into the $300.0 million Unsecured Term Loan G with Wells Fargo, National Association, as administrative agent on behalf of the various lenders under the agreement. In connection with execution of the Unsecured Term Loan G, the Unsecured Term Loan B and Unsecured Term Loan C were paid in full. As of June 30, 2020, the Unsecured Term Loan G bore an interest rate of LIBOR plus a spread of 1.5% based on the Company’s debt rating, as defined in the loan agreement, and subject to a minimum rate for LIBOR of 0.25%. The Unsecured Term Loan G matures on April 16, 2021, subject to two one-year extension options at the Company's discretion, and subject to certain conditions (other than lender discretion) such as the absence of default and the payment of an extension fee. The Company intends to exercise both extension options. To exercise the extension options the Company is required pay a fee equal to (i) 0.15% of the outstanding amount on the effective day of the first extension period and (ii) 0.20% of the outstanding amount on the effective day of the second extension period. In connection with the refinancing, the Company incurred approximately $2.1 million in deferred financing fees, including approximately $1.1 million of accrued extension fees, which are being amortized through the extended maturity date of April 18, 2023. In connection with the refinancing, the Company also recognized a loss on extinguishment of debt of approximately $0.7 million related to associated unamortized deferred financing fees and debt issuance costs related to the Unsecured Term Loan B and the Unsecured Term Loan C and other third-party costs. The Company is required to pay an annual fee of $35,000. The Unsecured Term Loan G has an accordion feature that allows the Company to increase its borrowing capacity to $600.0 million, subject to the satisfaction of certain conditions and lender consents. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the Unsecured Term Loan G. The agreement also contains financial and other covenants substantially similar to the covenants in the Company's unsecured credit facility.

On March 25, 2020, the Company drew the remaining $100.0 million of the $200.0 million Unsecured Term Loan F that was entered into on July 12, 2019.

Financial Covenant Considerations

The Company was in compliance with all financial and other covenants as of June 30, 2020 and December 31, 2019 related to its unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. The real estate net book value of the properties that are collateral for the Company’s debt arrangements was approximately $82.8 million and $85.5 million at June 30, 2020 and December 31, 2019, respectively, and is limited to senior, property-level secured debt financing arrangements.

Fair Value of Debt

The following table summarizes the aggregate principal outstanding under the Company’s debt arrangements and the corresponding estimate of fair value as of June 30, 2020 and December 31, 2019.


	June 30, 2020						December 31, 2019
Indebtedness (in thousands)	Principal Outstanding		Fair Value		Principal Outstanding		Fair Value
Unsecured credit facility	$	—	$	—	$	146,000	$	146,000
Unsecured term loans	975,000		964,497		875,000		875,000
Unsecured notes	575,000		617,073		575,000		614,493
Mortgage notes	53,092		55,227		55,085		56,021
Total principal amount	1,603,092		$	1,636,797	1,651,085		$	1,691,514
Add: Total unamortized fair market value premiums	34				39
Less: Total unamortized deferred financing fees and debt issuance costs	(6,935)				(6,111)
Total carrying value	$	1,596,191			$	1,645,013

The applicable fair value guidance establishes a three tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of the Company’s debt is based on Level 3 inputs.