Notes Payable

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Notes Payable

13. Notes Payable:

As of December 31, 2024 and 2023, the Company’s Notes payable, net consisted of the following, excluding extension options (dollars in millions):

	Carrying Amount at December 31,						Interest Rate at December 31,		Maturity Date at
	2024			2023			2024	2023	December 31, 2024
Senior unsecured notes (1)	$	7,156.8		$	7,303.0		1.90% - 6.88%	1.90% - 6.88%	Feb-2025 – Oct-2049
Unsecured term loans		860.0			-		4.58% - 4.78%	n/a	Jan-2026 – Feb-2028
Unsecured Credit Facility (2)		-			-		n/a	n/a	Mar-2027
Fair value debt adjustments, net		12.9			24.9		n/a	n/a	n/a
Deferred financing costs, net (3)		(65.0	)		(65.0	)	n/a	n/a	n/a
	$	7,964.7		$	7,262.9		3.86%*	3.66%*

* Weighted-average interest rate

(1)In February 2025, the Company repaid $500.0 million of 3.30% senior unsecured notes upon maturity.

(2)Accrues interest at a rate of Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”), as defined, plus 68.5 and 75.5 basis points as of December 31, 2024 and 2023, respectively.

(3)As of December 31, 2024 and 2023, the Company had $4.8 million and $6.7 million, respectively, of deferred financing costs, net related to the Credit Facility that are included in Other assets on the Company’s Consolidated Balance Sheets.

In connection with the RPT Merger, the Company assumed the following notes payable (dollars in millions):

Type	Amount Assumed		Interest Rate	Maturity Date
Unsecured notes (1)	$	511.5	3.64%-4.74%	Jun-25-Nov-31
Unsecured term loan (2)	$	50.0	4.15%	Nov-26
Unsecured term loan (2)	$	100.0	4.11%	Feb-27
Unsecured term loan (2)	$	50.0	3.43%	Aug-27
Unsecured term loan (2)	$	110.0	3.71%	Feb-28

(1)The Company fully repaid these unsecured notes in January 2024 and incurred a make-whole charge of $0.3 million resulting from this early repayment of these notes, which are included in Merger charges on the Company’s Consolidated Statements of Income.

(2)The Company entered into a Seventh Amended and Restated Credit Agreement, through which the assumed term loans were terminated (fully repaid) and new term loans were issued to replace the assumed loans. The new term loans retained the amounts and maturities of the assumed term loans, however the rates (Adjusted Term SOFR plus 90.5 basis points and fluctuates based on credit rating profile and achieving sustainability metric targets, as described in the agreement) and covenants were revised to match those within the Company’s Credit Facility. As of December 31, 2024, the interest rate on these term loans is Adjusted Term SOFR plus 81.0 basis points after reductions for sustainability metrics achieved and an upgraded credit rating profile. The Company entered into 20 swap rate agreements with various lenders swapping the interest rates to all-in fixed rates (ranging from 4.5793% to 4.7801% as of December 31, 2024). See Footnote 15 of the Notes to Consolidated Financial Statements for interest rate swap disclosure.

During the years ended December 31, 2024 and 2023, the Company issued the following senior unsecured notes (dollars in millions):

Date Issued	Amount Issued		Interest Rate			Maturity Date
Sept-24	$	500.0		4.850	%	Mar-35
Oct-23	$	500.0		6.400	%	Mar-34

During the year ended December 31, 2024, the Company fully repaid the following notes payables (dollars in millions):

Type	Date Paid	Amount Repaid		Interest Rate			Maturity Date
Unsecured note	Jan-24	$	246.2		4.45	%	Jan-24
Unsecured note	Mar-24	$	400.0		2.70	%	Mar-24

The scheduled maturities of all notes payable, excluding unamortized fair value debt adjustments of $12.9 million and unamortized debt issuance costs of $65.0 million, as of December 31, 2024, were as follows (in millions):

	2025		2026		2027		2028		2029		Thereafter		Total
Principal payments	$	740.5	$	823.0	$	583.7	$	519.6	$	550.0	$	4,800.0	$	8,016.8

The Company’s supplemental indentures governing its Senior Unsecured Notes contain covenants whereby the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios and (c) certain asset to debt ratios. In addition, the Company is restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined therein, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations. The Company was in compliance with all of the covenants as of December 31, 2024.

Interest on the Company’s fixed-rate Senior Unsecured Notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.

Credit Facility

On September 9, 2024, Fitch Ratings assigned the Company a rating of A- for its senior unsecured debt, assigned a BBB credit rating for its preferred stock, and assigned its ‘Stable’ rating outlook. As a result, the Company achieved certain interest rate reductions and facility fee reductions for its Credit Facility and certain unsecured term loans.

The Company has a $2.0 billion Credit Facility with a group of banks. The Credit Facility is scheduled to expire in March 2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2028. The Credit Facility is guaranteed by the Parent Company. The Credit Facility can be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The Credit Facility accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus an applicable spread determined by the Company’s credit ratings. The interest rate can be further adjusted upward or downward based on the sustainability metric targets, as defined in the agreement. As of December 31, 2024, the interest rate on the Credit Facility is Adjusted Term SOFR plus 68.5 basis points (5.21% as of December 31, 2024) after reductions for sustainability metrics achieved and an upgraded credit rating profile. Pursuant to the terms of the Credit Facility, the Company is subject to certain covenants. As of December 31, 2024, the Credit Facility had no outstanding balance, no appropriations for letters of credit, and the Company was in compliance with its covenants.

Term Loan Credit Facility

On January 2, 2024, the Company entered into a new $200.0 million unsecured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a credit agreement, which matures in January 2026, with three one-year extension options. The Term Loan Credit Facility accrues interest at a spread (currently 80.0 basis points after reductions for an upgraded credit rating profile) to the Adjusted Term SOFR Rate (as defined in the credit agreement), that fluctuates in accordance with changes in the Company’s senior debt ratings. In addition, during 2024, the Company amended the Term Loan Credit Facility, in separate transactions, to increase the aggregate principal amount from $200.0 million to $550.0 million. The additional $350.0 million is subject to the same terms as the existing Term Loan Credit Facility. As of December 31, 2024, the Company had six swap rate agreements with various lenders swapping the overall interest rate on the $550.0 million Term Loan Credit Facility to an all-in fixed rate of 4.6122%. See Footnote 15 of the Notes to Consolidated Financial Statements for interest rate swap disclosure.