Note 13 - Notes Payable

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

13.  Notes Payable:

As of December 31, 2022 and 2021 the Company’s Notes payable, net consisted of the following (dollars in millions):

	Carrying Amount at December 31,						Interest Rate at December 31,								Maturity Date at
	2022			2021			2022				2021				December 31, 2022
Senior unsecured notes	$	6,803.0		$	7,002.1			1.90%	-	6.88%		1.90%	-	6.88%		Jan-2024 – Oct-2049
Credit facility (1)		-			-				n/a				n/a			Mar-2024
Fair value debt adjustments, net		44.4			81.0				n/a				n/a			n/a
Deferred financing costs, net (2)		(66.4	)		(56.0	)			n/a				n/a			n/a
	$	6,781.0		$	7,027.1				3.45%*				3.35%*

* Weighted-average interest rate

(1) Accrues interest at a rate of Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”), as defined, plus 0.755% and LIBOR plus 0.765% as of December 31, 2022 and 2021, respectively.

(2) As of December 31, 2022 and 2021, the Company had $2.5 million and $4.0 million of deferred financing costs, net related to the Credit Facility that are included in Other assets on the Company’s Consolidated Balance Sheets, respectively.

During the years ended December 31, 2022 and 2021, the Company issued the following senior unsecured notes (dollars in millions):

Date Issued	Amount Issued		Interest Rate		Maturity Date
Aug-22	$	650.0		4.600%	Feb-33
Feb-22	$	600.0		3.200%	Apr-32
Sept-21	$	500.0		2.25%	Dec-31

During the year ended December 31, 2022, the Company repaid the following senior unsecured notes (dollars in millions):

Date Paid	Amount Repaid		Interest Rate		Maturity Date
Sep-22 (1)	$	299.7		3.500%	Apr-23
Sep-22 (1) (2)	$	350.0		3.125%	Jun-23
Sep-22 (1) (2)	$	299.4		3.375%	Oct-22
Mar-22 (3)	$	500.0		3.400%	Nov-22

(1) There was no prepayment charge associated with this early repayment.

(2) Includes partial repayments during May and June 2022.

(3) The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from this early repayment, which are included in Early extinguishment of debt charges on the Company’s Consolidated Statements of Income.

In connection with the Merger, the Company assumed senior unsecured notes aggregating $1.5 billion (including fair market value adjustment of $95.6 million), which had scheduled maturity dates ranging from October 2022 to August 2028 and accrue interest at rates ranging from 3.25% to 6.88% per annum. The senior unsecured notes assumed during the Merger have covenants that are similar to the Company’s existing debt covenants for its senior unsecured notes.

The scheduled maturities of all notes payable, excluding unamortized fair value debt adjustments of $44.4 million and unamortized debt issuance costs of $66.4 million, as of December 31, 2022, were as follows (in millions):

	2023		2024		2025		2026		2027		Thereafter		Total
Principal payments	$	-	$	646.2	$	740.5	$	773.0	$	433.7	$	4,209.6	$	6,803.0

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, 2022.

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

The Company had a $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks which was set to expire in March 2024, with two additional six month options to extend the maturity date, at the Company's discretion, to March 2025. The Credit Facility was a green credit facility tied to sustainability metric targets, as described in the agreement. In July 2022, the Company amended the Credit Facility to (i) replace LIBOR borrowings with SOFR borrowings, (ii) supplement the sustainability grid with an additional one basis point reduction of applicable margin if certain criteria as defined in the Credit Facility are met, (iii) add a leverage metric test which, if met, reduces the applicable margin by five basis points and (iv) obtain pre-approval of a possible organizational conversion to an UPREIT structure. The Company achieved such targets, which effectively reduced the rate on the Credit Facility by one basis point. The Credit Facility, accrued interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus 75.5 basis points (5.21% as of December 31, 2022), and can be increased to $2.75 billion through an accordion feature. Pursuant to the terms of the Credit Facility, the Company, among other things, was subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of December 31, 2022, the Credit Facility had no outstanding balance and appropriations for letters of credit of $1.2 million.

In February 2023, the Company closed on a new $2.0 billion unsecured revolving credit facility (the “New Credit Facility”) with a group of banks, which 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 New Credit Facility could be increased to $2.75 billion through an accordion feature.  The New Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The New Credit Facility replaces the Company’s Credit Facility discussed above, that was scheduled to mature in March 2024.  The New Credit Facility accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the New Credit Facility, plus 77.5 basis points and fluctuates in accordance with the Company’s credit ratings, which can be further adjusted upward or downward by 0.04% based on the sustainability metric targets, as defined in the agreement.  The Company achieved certain sustainability metric targets, which effectively reduced the rate on the New Credit Facility by two basis points. Pursuant to the terms of the New Credit Facility, the Company continues to be subject to the same covenants under the Credit Facility. For a full description of the New Credit Facility’s covenants refer to the Amended and Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 to this Annual Report on Form 10-K.