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Debt
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
Debt Debt
 
The following is a summary of debt as of September 30, 2017 and December 31, 2016 (in thousands):
 
September 30,
2017
 
December 31,
2016
 
Fixed interest mortgage notes
$
140,971

(1)
$
90,185

(2)
Variable interest mortgage notes
28,603

(3)
33,009

(4)
Total mortgage debt
169,574


123,194

 
$850 million unsecured revolving credit facility bearing variable interest of LIBOR plus 1.20%, due September 2020
139,000

 
401,000

 
$400 million senior unsecured notes bearing fixed interest of 4.30%, due March 2027
400,000

 

 
$250 million unsecured term borrowing bearing fixed interest of 2.87%, due June 2023 (5)
250,000

 
250,000

 
$150 million senior unsecured notes bearing fixed interest of 4.03% to 4.74%, due January 2023 to 2031
150,000

 
150,000

 
$75 million senior unsecured notes bearing fixed interest of 4.09% to 4.24%, due August 2025 to 2027
75,000

 
75,000

 
Total principal
1,183,574


999,194

 
Unamortized deferred financing costs
(7,917
)
 
(8,477
)
 
Unamortized discount
(3,715
)
 

 
Unamortized fair value adjustment
275

 
438

 
Total debt
$
1,172,217


$
991,155

 

(1)
Fixed interest mortgage notes, bearing interest from 3.00% to 5.50%, with a weighted average interest rate of 4.41%, and due in 2018, 2019, 2020, 2021, 2022, and 2024 collateralized by 8 properties with a net book value of $216.9 million.
(2)
Fixed interest mortgage notes, bearing interest from 4.71% to 6.58%, with a weighted average interest rate of 5.44%, and due in 2017, 2018, 2019, 2020, 2021, 2022, and 2032 collateralized by 11 properties with a net book value of $156.7 million.
(3)
Variable interest mortgage notes, bearing variable interest of LIBOR plus 2.25% to 3.25%, with a weighted average interest rate of 4.24% and due in 2018, collateralized by 3 properties with a net book value of $39.7 million.
(4)
Variable interest mortgage notes, bearing variable interest of LIBOR plus 2.25% to 3.25%, with a weighted average interest rate of 3.68% and due in 2017 and 2018, collateralized by 4 properties with a net book value of $45.6 million.
(5)
The Trust’s borrowings under the term loan feature of the Credit Agreement bear interest at a rate which is determined by the Trust’s credit rating, currently equal to LIBOR + 1.80%. The Trust has entered into a pay-fixed receive-variable interest rate swap, fixing the LIBOR component of this rate at 1.07%.

On June 10, 2016, the Operating Partnership, as borrower, and the Trust entered into an amended and restated Credit Agreement with KeyBank National Association, as administrative agent, KeyBanc Capital Markets Inc., BMO Capital Markets, and Citizens Bank N.A., as joint lead arrangers and co-book runners, BMO Capital Markets and Citizens Bank N.A., as co-syndication agents, and the lenders party thereto (the “Credit Agreement”) which increased the maximum principal amount available under an unsecured revolving credit facility from $750 million to $850 million. The Credit Agreement contains a 7-year term loan feature allowing the Operating Partnership to borrow in a single drawing up to $250 million, increasing the borrowing capacity to an aggregate $1.1 billion. The Credit Agreement also includes a swingline loan commitment for up to 10% of the maximum principal amount and provides an accordion feature allowing the Trust to increase borrowing capacity by up to an additional $500 million, subject to customary terms and conditions, resulting in a maximum borrowing capacity of $1.6 billion.

On July 7, 2016, the Operating Partnership borrowed $250.0 million under the 7-year term loan feature of the Credit Agreement. Borrowings under the term loan feature of the Credit Agreement bear interest on the outstanding principal amount at a rate which is determined by the Trust’s credit rating, currently equal to LIBOR + 1.80%. The Trust simultaneously entered into a pay-fixed receive-variable rate swap for the full borrowing amount, fixing the LIBOR component of the borrowing rate to 1.07%, for an all-in fixed rate of 2.87%. Both the borrowing and pay-fixed receive-variable swap have a maturity date of June 10, 2023.

The Credit Agreement has a maturity date of September 18, 2020 and includes a one year extension option. Borrowings under the Credit Agreement bear interest on the outstanding principal amount at an adjusted LIBOR rate, which is based on the Trust’s investment grade rating under the Credit Agreement. As of September 30, 2017, the Trust had an investment grade rating of Baa3 from Moody’s and BBB- from S&P. As such, borrowings under the revolving credit facility of the Credit Agreement accrued interest on the outstanding principal at a rate of LIBOR plus 1.20%. The Credit Agreement includes a facility fee equal to 0.25% per annum, which is also determined by the Trust’s investment grade rating.
 
The Credit Agreement contains financial covenants that, among other things, require compliance with leverage and coverage ratios and maintenance of minimum tangible net worth, as well as covenants that may limit the Trust’s and the Operating Partnership’s ability to incur additional debt or make distributions. The Company may, at any time, voluntarily prepay any revolving or swingline loan under the Credit Agreement in whole or in part without premium or penalty. Prepayments of term borrowings require payment of premiums of up to 2.0% of the amount of prepayment, dependent on the date of such prepayment. As of September 30, 2017, the Company was in compliance with all financial covenants related to the Credit Agreement.
 
The Credit Agreement includes customary representations and warranties by the Trust and the Operating Partnership, and imposes customary covenants on the Operating Partnership and the Trust. The Credit Agreement also contains customary events of default, and if an event of default occurs and continues, the Operating Partnership is subject to certain actions by the administrative agent, including without limitation, the acceleration of repayment of all amounts outstanding under the Credit Agreement.
 
The Credit Agreement provides for revolving credit and term loans to the Trust and the Operating Partnership. Base Rate Loans, Adjusted LIBOR Rate Loans, and Letters of Credit (each, as defined in the Credit Agreement) will be subject to interest rates, based upon the Trust’s investment grade rating as follows:
Credit Rating
 
Margin for Revolving Loans: Adjusted LIBOR Rate Loans
and Letter of Credit Fee
 
Margin for Revolving Loans: Base Rate Loans
 
Margin for Term Loans: Adjusted LIBOR Rate Loans
and Letter of Credit Fee
 
Margin for Term Loans: Base Rate Loans
At Least A- or A3
 
LIBOR + 0.85%
 
%
 
LIBOR + 1.40%
 
0.40
%
At Least BBB+ or BAA1
 
LIBOR + 0.90%
 
%
 
LIBOR + 1.45%
 
0.45
%
At Least BBB or BAA2
 
LIBOR + 1.00%
 
0.10
%
 
LIBOR + 1.55%
 
0.55
%
At Least BBB- or BAA3
 
LIBOR + 1.20%
 
0.20
%
 
LIBOR + 1.80%
 
0.80
%
Below BBB- or BAA3
 
LIBOR + 1.55%
 
0.60
%
 
LIBOR + 2.25%
 
1.25
%

 
As of September 30, 2017, the company had $139.0 million of borrowings outstanding under its unsecured revolving credit facility, and $250.0 million of borrowings outstanding under the term loan feature of the Credit Agreement. The Company also issued a letter of credit for $17.0 million as of September 30, 2017 with no outstanding balance as of September 30, 2017. As defined by the Credit Agreement, $694.0 million is available to borrow without adding additional properties to the unencumbered borrowing base of assets.

On January 7, 2016, the Operating Partnership issued and sold $150.0 million aggregate principal amount of senior notes, comprised of (i) $15.0 million aggregate principal amount of 4.03% Senior Notes, Series A, due January 7, 2023, (ii) $45.0 million aggregate principal amount of 4.43% Senior Notes, Series B, due January 7, 2026, (iii) $45.0 million aggregate principal amount of 4.57% Senior Notes, Series C, due January 7, 2028, and (iv) $45.0 million aggregate principal amount of 4.74% Senior Notes, Series D, due January 7, 2031. On August 11, 2016, the note agreement for these notes was amended to make certain changes to its terms, including certain changes to affirmative covenants, negative covenants and definitions contained therein. Interest on each respective series of the January 2016 Senior Notes is payable semi-annually.

On August 11, 2016, the Operating Partnership issued and sold $75.0 million aggregate principal amount of senior notes, comprised of (i) $25.0 million aggregate principal amount of 4.09% Senior Notes, Series A, due August 11, 2025, (ii) $25.0 million aggregate principal amount of 4.18% Senior Notes, Series B, due August 11, 2026, and (iii) $25.0 million aggregate principal amount of 4.24% Senior Notes, Series C, due August 11, 2027. Interest on each respective series of the August 2016 Senior Notes is payable semi-annually.

On March 7, 2017, the Operating Partnership issued and sold $400.0 million aggregate principal amount of 4.30% Senior Notes which will mature on March 15, 2027. The Senior Notes began accruing interest on March 7, 2017 and began paying interest semi-annually beginning September 15, 2017. The Senior Notes were sold at an issue price of 99.68% of their face value, before the underwriters’ discount. Our net proceeds from the offering, after deducting underwriting discounts and expenses, were approximately $396.1 million.

Certain properties have mortgage debt that contains financial covenants. As of September 30, 2017, the Trust is in compliance with all mortgage debt financial covenants, except with respect to a certain $7.8 million mortgage loan from Bank SNB National Association for the Oklahoma City, Oklahoma medical office building formerly leased by a wholly-owned subsidiary of Foundation Healthcare, Inc. (OTC: FDNH). The Trust and the bank have reached a tentative resolution which is pending the bank’s loan committee approval.

Scheduled principal payments due on debt as of September 30, 2017, are as follows (in thousands):
2017
$
504

2018
54,195

2019
44,022

2020
168,483

2021
8,048

Thereafter
908,322

Total Payments
$
1,183,574


 
As of September 30, 2017, the Company had total consolidated indebtedness of approximately $1.2 billion. The weighted average interest rate on consolidated indebtedness was 3.81% (based on the 30-day LIBOR rate as of September 30, 2017, of 1.24%).

For the three month periods ended September 30, 2017 and 2016, the Company incurred interest expense on its debt, exclusive of deferred financing cost amortization, of $11.4 million and $6.5 million, respectively. For the nine month periods ended September 30, 2017 and 2016, the Company incurred interest expense on its debt, exclusive of deferred financing cost amortization, of $31.6 million and $14.0 million, respectively.