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DEBT, NET (UNITED DOMINION REALTY, L.P.)
12 Months Ended
Dec. 31, 2019
Entity information  
DEBT, NET

7. SECURED AND UNSECURED DEBT, NET

The following is a summary of our secured and unsecured debt at December 31, 2019 and 2018 (dollars in thousands):

Principal Outstanding

As of December 31, 2019

Weighted

Weighted

Average

Average

Number of

December 31, 

December 31, 

Interest

Years to

Communities

    

2019

    

2018

    

Rate

    

Maturity

    

Encumbered

Secured Debt:

  

  

  

  

  

Fixed Rate Debt

 

  

 

  

 

  

 

  

 

  

Mortgage notes payable (a)

$

884,869

$

417,989

 

3.61

%  

6.2

 

15

Credit facilities (b)

 

204,590

 

90,000

 

4.90

%  

3.0

 

4

Deferred financing costs and other non-cash adjustments

 

33,046

 

(1,343)

 

  

 

  

 

  

Total fixed rate secured debt, net

 

1,122,505

 

506,646

 

3.85

%  

5.6

 

19

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

Tax-exempt secured notes payable (c)

 

27,000

 

94,700

 

1.79

%  

12.2

 

1

Deferred financing costs

 

(64)

 

(119)

 

  

 

  

 

  

Total variable rate secured debt, net

 

26,936

 

94,581

 

1.79

%  

12.2

 

1

Total Secured Debt, net

 

1,149,441

 

601,227

 

3.80

%  

5.7

 

20

Unsecured Debt:

 

  

 

  

 

  

 

  

 

  

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

Borrowings outstanding under unsecured credit facility due January 2023 (d) (m)

 

 

 

%  

3.1

 

  

Borrowings outstanding under unsecured commercial paper program due January 2020 (e) (m)

300,000

101,115

1.99

%  

0.1

Borrowings outstanding under unsecured working capital credit facility due January 2021 (f)

 

16,583

 

16

 

2.59

%  

1.0

 

  

Term Loan due September 2023 (d) (m)

 

35,000

 

35,000

 

2.59

%  

3.8

 

  

Fixed Rate Debt

 

  

 

  

 

  

 

  

 

  

3.70% Medium-Term Notes due October 2020 (net of discounts of $0 and $14, respectively) (k) (m)

 

 

299,986

 

%  

 

  

4.63% Medium-Term Notes due January 2022 (net of discounts of $0 and $1,087, respectively) (l) (m)

 

 

398,913

 

%  

 

  

1.93% Term Loan due September 2023 (d) (m)

315,000

 

315,000

 

1.93

%  

3.8

3.75% Medium-Term Notes due July 2024 (net of discounts of $470 and $574, respectively) (g) (m)

 

299,530

 

299,426

 

3.75

%  

4.5

 

  

8.50% Debentures due September 2024

 

15,644

 

15,644

 

8.50

%  

4.7

 

  

4.00% Medium-Term Notes due October 2025 (net of discounts of $396 and $465, respectively) (h) (m)

 

299,604

 

299,535

 

4.00

%  

5.8

 

  

2.95% Medium-Term Notes due September 2026 (m)

 

300,000

 

300,000

 

2.95

%  

6.7

 

  

3.50% Medium-Term Notes due July 2027 (net of discounts of $529 and $600, respectively) (l)

299,471

299,400

3.50

%  

7.5

3.50% Medium-Term Notes due January 2028 (net of discounts of $954 and $1,072, respectively) (m)

299,046

298,928

3.50

%  

8.0

4.40% Medium-Term Notes due January 2029 (net of discounts of $5 and $6, respectively) (i) (m)

299,995

299,994

4.40

%  

9.1

3.20% Medium-Term Notes due January 2030 (net of premiums of $2,281 and $0, respectively) (j) (l) (m)

402,281

3.20

%  

10.0

3.00% Medium-Term Notes due August 2031 (net of discounts of $1,123 and $0, respectively) (k) (m)

398,877

3.00

%  

11.6

3.10% Medium-Term Notes due November 2034 (net of discounts of $1,309 and $0, respectively) (l) (m)

298,691

3.10

%  

14.8

Other

 

13

 

16

 

  

 

  

 

  

Deferred financing costs

 

(21,652)

 

(16,413)

 

  

 

  

 

  

Total Unsecured Debt, net

 

3,558,083

 

2,946,560

 

3.27

%  

7.5

 

  

Total Debt, net

$

4,707,524

$

3,547,787

 

3.43

%  

7.1

 

  

For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument.

Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of December 31, 2019, secured debt encumbered $2.1 billion or 16.8% of UDR’s total real estate owned based upon gross book value ($10.5 billion or 83.2% of UDR’s real estate owned based on gross book value is unencumbered).

(a) At December 31, 2019, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from August 2020 through February 2030 and carry interest rates ranging from 2.70% to 4.35%.

During the year ended December 31, 2019, the Company refinanced a $90.0 million credit facility with Fannie Mae to a fixed rate mortgage due in October 2029 and took out a new mortgage of $72.5 million due in February 2030. Interest payments are due monthly at interest rates of 2.70% and 3.10%, respectively. The refinancing was accounted for as a debt modification.

The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument.

In November 2019, the Company assumed secured fixed rate mortgage notes payable with an outstanding balance of $313.4 million and a fair value of $332.5 million in connection with the acquisition of approximately 50% ownership interest not previously owned in six operating communities from the UDR/MetLife joint venture. The six mortgages had outstanding balances ranging from $32.6 million to $94.1 million and carry interest rates from 3.25% to 4.12% (see Note 3, Real Estate Owned).

(b) During the year ended December 31, 2019, the Company prepaid the $90.0 million outstanding balance under its secured credit facility with Fannie Mae from proceeds received from the refinancing of the debt.

In November 2019, the Company assumed a secured credit facility with New York Life with an outstanding balance of $205.0 million and a fair value of $219.3 million in connection with the acquisition of the approximately 50% ownership not previously owned in four operating communities from the UDR/MetLife joint venture. The credit facility is a pooled facility and secured by those four properties. The credit facility is due in January 2023 and has an interest rate of 4.90% (see Note 3, Real Estate Owned).

Further information related to the credit facility is as follows (dollars in thousands):

    

December 31, 

    

December 31,

 

2019

2018

 

Borrowings outstanding

$

204,590

$

90,000

Weighted average borrowings during the period ended

 

94,098

 

253,813

Maximum daily borrowings during the period ended

 

204,590

 

314,869

Weighted average interest rate during the period ended

 

4.3

%  

 

4.7

%

Weighted average interest rate at the end of the period

 

4.9

%  

 

4.0

%

During the years ended December 31, 2019, 2018, and 2017, the Company had $3.0 million, $3.0 million, and $3.0 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties inclusive of its fixed rate mortgage notes payable and credit facilities, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $35.3 million and $5.0 million at December 31, 2019 and 2018, respectively.

(c) The variable rate mortgage note payable secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. As of December 31, 2019, the variable interest rate

on the mortgage note was 1.79%. During the year ended December 31, 2019, the Company paid off a $67.7 million variable rate mortgage note due on August 1, 2019.

(d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023.

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points.

The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable.

The following is a summary of short-term bank borrowings under the Revolving Credit Facility at December 31, 2019 and 2018 (dollars in thousands):

    

December 31, 

    

December 31,

 

2019

 

2018

Total revolving credit facility

$

1,100,000

$

1,100,000

Borrowings outstanding at end of period (1)

 

 

Weighted average daily borrowings during the period ended

 

55

 

Maximum daily borrowings during the period ended

 

20,000

 

Weighted average interest rate during the period ended

 

2.6

%  

 

%

Interest rate at end of the period

 

%  

 

%

(1)Excludes $2.9 million and $3.3 million of letters of credit at December 31, 2019 and 2018, respectively.

(e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership.

The following is a summary of short-term bank borrowings under the unsecured commercial paper program at December 31, 2019 and 2018 (dollars in thousands):

    

December 31, 

    

December 31, 

 

2019

2018

 

Total unsecured commercial paper program

 

$

500,000

$

500,000

Borrowings outstanding at end of period

 

300,000

 

101,115

Weighted average daily borrowings during the period ended

 

173,353

 

344,235

Maximum daily borrowings during the period ended

 

435,000

 

440,000

Weighted average interest rate during the period ended

 

2.5

%  

 

2.4

%

Interest rate at end of the period

 

2.0

%  

 

2.9

%

(f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 15, 2021. Based on the

Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points.

The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at December 31, 2019 and 2018 (dollars in thousands):

    

December 31, 

    

December 31, 

 

2019

2018

 

Total working capital credit facility

$

75,000

$

75,000

Borrowings outstanding at end of period

 

16,583

 

16

Weighted average daily borrowings during the period ended

 

23,487

 

26,101

Maximum daily borrowings during the period ended

 

66,170

 

64,633

Weighted average interest rate during the period ended

 

3.1

%  

 

2.9

%

Interest rate at end of the period

 

2.6

%  

 

3.3

%

(g) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.69%.

(h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.53%.

(i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of this debt. The all in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%.

(j) In July 2019, the Company issued $300.0 million of 3.20% senior unsecured medium-term notes due January 15, 2030. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. The notes were priced at 99.66% of the principal amount at issuance. The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.42%. The Company used the net proceeds for the repayment of debt, including amounts outstanding under the Company’s commercial paper program and Working Capital Credit Facility, and for other general corporate purposes. The Operating Partnership is the guarantor of this debt.

(k) In August 2019, the Company issued $400.0 million of 3.00% senior unsecured medium-term notes due August 15, 2031. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020. The notes were priced at 99.71% of the principal amount at issuance. In combination with the issuance, the Company entered into a treasury lock agreement to hedge against interest rate risk on $150.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of the treasury lock, was 3.01%. The Company used the net proceeds for the repayment of debt, including the repayment of all $300.0 million aggregate principal amount (plus the make-whole amount of approximately $5.4 million) of its 3.70% senior unsecured medium-term notes due October 1, 2020, and to fund acquisitions and for other general corporate purposes.

(l) In October 2019, the Company issued $100.0 million of 3.20% senior unsecured medium-term notes due 2030 and $300.0 million of 3.10% senior unsecured medium-term notes due 2034. Interest is payable semi-annually in arrears on January 15 and July 15 for the 2030 notes, and May 1 and November 1 for the 2034 notes. The 2030 notes were priced at 103.32% of the principal amount at issuance, and the 2034 notes were priced at 99.56% of the principal amount at issuance. In combination with the issuance, the Company entered into treasury lock agreements to hedge against interest rate risk on all of this debt. The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 3.24% for the 2030 notes and 3.13% for the 2034 notes. The Company used the net proceeds for the repayment of all $400.0 million aggregate principal amount (plus the make-whole amount of approximately $22.0 million and accrued and unpaid interest) of its 4.63% senior unsecured medium-term notes due January 2022. The 2034 notes were issued as “green” bonds and, as a result, the Company allocated the net proceeds from the sale of the 2034

notes to fund eligible green projects, including previously incurred development costs related to properties that have received at least a LEED Silver certification. The Operating Partnership is the guarantor of both the 2030 notes and the 2034 notes.

The 2030 notes are a further issuance of, and form a single series with, the $300.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in July 2019. As of the completion of the offering, the aggregate principal amount of outstanding 2030 notes was $400.0 million.

(m) The Operating Partnership is a guarantor of this debt.

The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten years subsequent to December 31, 2019 are as follows (dollars in thousands):

    

Total Fixed

    

Total Variable

    

Total 

    

Total 

    

Total 

Year

Secured Debt

Secured Debt

Secured Debt

Unsecured Debt

Debt

2020

$

110,645

$

$

110,645

$

300,000

$

410,645

2021

3,797

3,797

16,583

20,380

2022

 

3,945

 

 

3,945

 

 

3,945

2023

 

310,873

 

 

310,873

 

350,000

 

660,873

2024

 

95,280

 

 

95,280

 

315,644

 

410,924

2025

 

173,189

 

 

173,189

 

300,000

 

473,189

2026

 

51,070

 

 

51,070

 

300,000

 

351,070

2027

 

1,111

 

 

1,111

 

300,000

 

301,111

2028

 

122,465

 

 

122,465

 

300,000

 

422,465

2029

 

144,584

 

 

144,584

 

300,000

 

444,584

Thereafter

 

72,500

 

27,000

 

99,500

 

1,100,000

 

1,199,500

Subtotal

 

1,089,459

 

27,000

 

1,116,459

 

3,582,227

 

4,698,686

Non-cash (a)

 

33,046

 

(64)

 

32,982

 

(24,144)

 

8,838

Total

$

1,122,505

$

26,936

$

1,149,441

$

3,558,083

$

4,707,524

(a)Includes the unamortized balance of fair market value adjustments, premiums/discounts, and deferred financing costs. For the years ended December 31, 2019 and 2018, the Company amortized $4.2 million and $4.2 million, respectively, of deferred financing costs into Interest expense.

We were in compliance with the covenants of our debt instruments at December 31, 2019.

United Dominion Realty L.P.  
Entity information  
DEBT, NET

6. DEBT, NET

Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. For purposes of classification in the following table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Operating Partnership having effectively established the fixed interest rate for the underlying debt instrument. Secured debt consists of the following as of December 31, 2019 and 2018 (dollars in thousands):

Principal Outstanding

As of December 31, 2019

Weighted

Weighted

Average

December 31, 

December 31, 

Average

Years to

Communities

2019

2018

Interest Rate

Maturity

Encumbered

Fixed Rate Debt

    

  

    

  

    

  

    

  

    

  

Mortgage note payable

$

72,500

$

 

3.10

%  

10.1

 

1

Deferred financing costs

 

(365)

 

 

  

 

  

 

  

Total fixed rate secured debt, net

 

72,135

 

 

3.10

%  

10.1

 

1

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

Tax-exempt secured note payable

$

27,000

$

27,000

 

1.79

%  

12.2

 

1

Deferred financing costs

 

(64)

 

(71)

 

  

 

  

 

  

Total Secured Debt, Net

$

99,071

$

26,929

 

2.78

%  

10.7

 

2

The Operating Partnership may from time to time acquire properties subject to fixed rate debt instruments. In those situations, management will record the secured debt at its estimated fair value and amortize any difference between the fair value and par to interest expense over the life of the underlying debt instrument. The Operating Partnership did not have any unamortized fair value adjustments associated with the secured debt instruments on the Operating Partnership’s properties.

Fixed Rate Debt

Mortgage notes payable. During the year ended December 31, 2019, the Operating Partnership entered into a fixed rate mortgage note payable for $72.5 million with an interest rate of 3.10%. Interest payments are due monthly and the note matures in February 2030.

Variable Rate Debt

Tax-exempt secured note payable. The variable rate mortgage note payable that secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. The mortgage note payable has an interest rate of 1.79% as of December 31, 2019.

Guarantor on Unsecured Debt

The Operating Partnership is the guarantor on the General Partner’s unsecured revolving credit facility with an aggregate borrowing capacity of $1.1 billion, an unsecured commercial paper program with an aggregate borrowing capacity of $500 million, a $350 million term loan due September 2023, $300 million of medium-term notes due July 2024, $300 million of medium-term notes due October 2025, $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $400 million of medium-term notes due January 2030, $400 million of medium-term notes due August 2031, and $300 million of medium-term notes due November 2034. As of December 31, 2019 and 2018, the General Partner did not have an outstanding balance under the unsecured revolving credit facility and had $300.0 million and $101.1 million, respectively, outstanding under its unsecured commercial paper program.