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SECURED AND UNSECURED DEBT, NET
9 Months Ended
Sep. 30, 2020
SECURED AND UNSECURED DEBT, NET  
SECURED AND UNSECURED DEBT, NET

7. SECURED AND UNSECURED DEBT, NET

The following is a summary of our secured and unsecured debt at September 30, 2020 and December 31, 2019 (dollars in thousands):

Principal Outstanding

As of September 30, 2020

Weighted

Weighted

Average

Average

Number of

September 30, 

December 31, 

Interest

Years to

Communities

    

2020

    

2019

    

Rate

    

Maturity

    

Encumbered

Secured Debt:

  

  

  

  

  

Fixed Rate Debt

 

  

 

  

 

  

 

  

 

  

Mortgage notes payable (a)

$

892,291

$

884,869

 

3.36

%  

7.1

 

13

Credit facilities (b)

 

 

204,590

 

%  

 

Deferred financing costs and other non-cash adjustments (b)

 

13,866

 

33,046

 

  

 

  

 

  

Total fixed rate secured debt, net

 

906,157

 

1,122,505

 

3.36

%  

7.1

 

13

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

Tax-exempt secured notes payable (c)

 

27,000

 

27,000

 

0.77

%  

11.5

 

1

Deferred financing costs

 

(70)

 

(64)

 

  

 

  

 

  

Total variable rate secured debt, net

 

26,930

 

26,936

 

0.77

%  

11.5

 

1

Total Secured Debt, net

 

933,087

 

1,149,441

 

3.28

%  

7.3

 

14

Unsecured Debt:

 

  

 

  

 

  

 

  

 

  

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

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

 

 

 

%  

2.3

 

  

Borrowings outstanding under unsecured commercial paper program due October 2020 (e) (n)

230,000

300,000

0.30

%  

0.1

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

 

22,086

 

16,583

 

0.97

%  

1.3

 

  

Term Loan due September 2023 (d) (n)

 

35,000

 

35,000

 

1.06

%  

3.0

 

  

Fixed Rate Debt

 

  

 

  

 

  

 

  

 

  

Term Loan due September 2023 (d) (n)

315,000

 

315,000

 

2.55

%  

3.0

3.75% Medium-Term Notes due July 2024 (net of discounts of $239 and $470, respectively) (g) (n)

 

182,867

 

299,530

 

3.69

%  

3.8

 

  

8.50% Debentures due September 2024

 

15,644

 

15,644

 

8.50

%  

4.0

 

  

4.00% Medium-Term Notes due October 2025 (net of discounts of $344 and $396, respectively) (h) (n)

 

299,656

 

299,604

 

4.53

%  

5.0

 

  

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

 

300,000

 

300,000

 

2.95

%  

5.9

 

  

3.50% Medium-Term Notes due July 2027 (net of discounts of $476 and $529, respectively) (n)

299,524

299,471

3.50

%  

6.8

3.50% Medium-Term Notes due January 2028 (net of discounts of $865 and $954, respectively) (n)

299,135

299,046

3.50

%  

7.3

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

299,995

299,995

4.27

%  

8.3

3.20% Medium-Term Notes due January 2030 (net of premiums of $12,756 and $2,281, respectively) (j) (n)

612,756

402,281

3.32

%  

9.3

3.00% Medium-Term Notes due August 2031 (net of discounts of $1,051 and $1,123, respectively) (k) (n)

398,949

398,877

3.01

%  

10.9

2.10% Medium-Term Notes due August 2032 (net of discounts of $417 and $0, respectively) (l) (n)

399,583

2.10

%  

11.8

3.10% Medium-Term Notes due November 2034 (net of discounts of $1,243 and $1,309, respectively) (m) (n)

298,757

298,691

3.13

%  

14.1

Other

 

11

 

13

 

  

 

  

 

  

Deferred financing costs

 

(24,404)

 

(21,652)

 

  

 

  

 

  

Total Unsecured Debt, net

 

3,984,559

 

3,558,083

 

3.08

%  

7.7

 

  

Total Debt, net

$

4,917,646

$

4,707,524

 

3.01

%  

7.6

 

  

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 September 30, 2020, secured debt encumbered $1.5 billion or 11.6% of UDR’s total real estate owned based upon gross book value ($11.4 billion or 88.4% of UDR’s real estate owned based on gross book value is unencumbered).

(a) At September 30, 2020, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from July 2023 through February 2031 and carry interest rates ranging from 2.62% to 4.12%.

In July 2020, the Company refinanced a 4.35% fixed rate mortgage note payable due in November 2020 with a balance of $79.3 million with a $160.9 million, 2.62% fixed rate mortgage note payable due in 2031. The Company incurred net extinguishment costs of $0.5 million in connection with the refinancing. The incremental proceeds were used to reduce the Company’s borrowings under its unsecured commercial paper program.

During the three months ended September 30, 2020, the Company prepaid $43.9 million of its fixed rate mortgage notes payable with proceeds from the issuance of senior unsecured medium-term notes. The Company incurred net extinguishment costs of $2.2 million during both the three and nine months ended September 30, 2020, which was included in Interest expense on the Consolidated Statements of Operations.

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.

(b) During the three months ended September 30, 2020, the Company prepaid the $201.9 million outstanding balance under its secured credit facility with New York Life with proceeds from the issuance of senior unsecured medium-term notes. The Company incurred net extinguishment costs of $9.0 million during both the three and nine months ended September 30, 2020, which was included in Interest expense on the Consolidated Statements of Operations.

During the three months ended September 30, 2020 and 2019, the Company had $14.0 million and $0.6 million, respectively, and during the nine months ended September 30, 2020 and 2019, the Company had $19.1 million and $1.7 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 $16.2 million and $35.3 million at September 30, 2020 and December 31, 2019, respectively.

(c) The variable rate mortgage note payable for $27.0 million secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. As of September 30, 2020, the variable interest rate on the mortgage note was 0.77%.
(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 Company previously entered into an interest rate swap to hedge against the interest rate risk on the Term Loan. As of September 30, 2020, the all-in weighted average interest rate, inclusive of the impact of the interest rate swap, was 2.55%.

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 September 30, 2020 and December 31, 2019 (dollars in thousands):

    

September 30, 

    

December 31, 

 

2020

 

2019

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

 

56,350

 

55

Maximum daily borrowings during the period ended

 

375,000

 

20,000

Weighted average interest rate during the period ended

 

1.4

%  

 

2.6

%

Interest rate at end of the period

 

%  

 

%

(1)Excludes $2.9 million and $2.9 million of letters of credit at September 30, 2020 and December 31, 2019, 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 September 30, 2020 and December 31, 2019 (dollars in thousands):

    

September 30, 

    

December 31, 

 

2020

2019

 

Total unsecured commercial paper program

 

$

500,000

$

500,000

Borrowings outstanding at end of period

 

230,000

 

300,000

Weighted average daily borrowings during the period ended

 

212,682

 

173,353

Maximum daily borrowings during the period ended

 

500,000

 

435,000

Weighted average interest rate during the period ended

 

1.2

%  

 

2.5

%

Interest rate at end of the period

 

0.3

%  

 

2.0

%

(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 previously 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.

In July 2020, the Company extended its working capital credit facility maturity date from January 15, 2021 to January 14, 2022.

The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at September 30, 2020 and December 31, 2019 (dollars in thousands):

    

September 30, 

    

December 31, 

 

2020

2019

 

Total working capital credit facility

$

75,000

$

75,000

Borrowings outstanding at end of period

 

22,086

 

16,583

Weighted average daily borrowings during the period ended

 

21,503

 

23,487

Maximum daily borrowings during the period ended

 

54,974

 

66,170

Weighted average interest rate during the period ended

 

1.5

%  

 

3.1

%

Interest rate at end of the period

 

1.0

%  

 

2.6

%

(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%.

In July 2020, the Company announced that it commenced a cash tender offer for any and all of its outstanding 3.75% unsecured medium-term notes due July 2024 (the “2024 Notes”). Pursuant to the tender offer, on July 21, 2020, the Company completed the purchase of $116.9 million aggregate principal amount of the 2024 Notes, or 39.0% of the $300.0 million aggregate principal amount of the 2024 Notes. The tender offer consideration was $1,101.92 for each $1,000 principal amount of the 2024 Notes, plus accrued and unpaid interest to, but not including, July 21, 2020. The Company incurred net extinguishment costs of $12.8 million during both the three and nine months ended September 30, 2020, which was included in Interest expense on the Consolidated Statements of Operations.

(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 the initial $300.0 million issued. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%.
(j) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. In connection with the additional $100.0 million issued in October 2019, the Company entered into treasury lock agreements to hedge against interest rate risk on all of this debt.

In February 2020, the Company issued an additional $200.0 million of 3.20% senior unsecured medium-term notes due 2030. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. The notes were priced at 105.660% of the principal amount at issuance. This was a further issuance of the 2030 notes, and forms 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 and the $100.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in October 2019. 

As of the completion of the offerings, the aggregate principal amount of outstanding 2030 notes was $600.0 million. The all-in weighted average interest rate, inclusive of the impact of the forward starting swaps and treasury locks, was 3.32% for the 2030 notes.

(k) 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%.
(l) In July 2020, the Company issued $400.0 million of 2.10% senior unsecured medium-term notes due August 1, 2032. Interest is payable semi-annually in arrears on February 1 and August 1. The notes were priced at 99.894% of the principal amount at issuance. The Company used a portion of the net proceeds to fund the purchase of the 2024 Notes accepted pursuant to the tender offer described above and to prepay $245.8 million of 4.64% secured debt due in 2023. The combined prepayment and make-whole amounts for the purchase of the 2024 Notes and the prepayment of the secured debt due in 2023, inclusive of the acceleration of fair market value adjustments originally recorded on secured
debt assumed in property acquisitions, totaled approximately $24.0 million, which was included in Interest expense on the Consolidated Statements of Operations.
(m) 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 3.13%.
(n) The Operating Partnership is the guarantor of this debt.

The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to September 30, 2020 are as follows (dollars in thousands):

    

Total Fixed

    

Total Variable

    

Total 

    

Total 

    

Total 

Year

Secured Debt

Secured Debt

Secured Debt

Unsecured Debt

Debt

2020

$

655

$

$

655

$

230,000

(a)

$

230,655

2021

2,680

2,680

2,680

2022

 

2,788

 

 

2,788

 

22,086

 

24,874

2023

 

65,038

 

 

65,038

 

350,000

 

415,038

2024

 

95,280

 

 

95,280

 

198,750

 

294,030

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

 

122,466

 

 

122,466

 

300,000

 

422,466

2029

 

144,584

 

 

144,584

 

300,000

 

444,584

Thereafter

 

233,430

 

27,000

 

260,430

 

1,700,000

 

1,960,430

Subtotal

 

892,291

 

27,000

 

919,291

 

4,000,836

 

4,920,127

Non-cash (b)

 

13,866

 

(70)

 

13,796

 

(16,277)

 

(2,481)

Total

$

906,157

$

26,930

$

933,087

$

3,984,559

$

4,917,646

(a)All unsecured debt due in the remainder of 2020 is related to the Company’s commercial paper program.
(b)Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs. The Company amortized $1.1 million and $1.1 million, respectively, during the three months ended September 30, 2020 and 2019, and $3.2 million and $3.1 million, respectively, during the nine months ended September 30, 2020 and 2019, of deferred financing costs into Interest expense.

We were in compliance with the covenants of our debt instruments at September 30, 2020.