Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

7. Debt

A summary of the Company’s consolidated indebtedness is as follows (dollars in thousands):

	Interest Rate at			Carrying Value at
	December 31,	December 31,	Maturity Date at	December 31,			December 31,
	2023	2022	December 31, 2023	2023			2022
Mortgages Payable
Core	3.99% - 5.89%	3.88% - 5.89%	Feb 2024 - Apr 2035	$	191,830		$	193,838
Fund II (a)	SOFR+2.61%	SOFR+2.61%	Aug 2025		137,485			133,655
Fund III	SOFR+3.75%	SOFR+3.35%	Oct 2025		33,000			35,970
Fund IV  (b)	SOFR+2.25% - SOFR+3.33%	LIBOR+2.25% - LIBOR+3.65%	Mar 2025 - Jun 2028		115,925			146,230
Fund V	SOFR + 1.61% - SOFR + 2.80%	LIBOR + 1.85% - SOFR + 2.76%	Feb 2024 - Jun 2028		458,960			426,224
Net unamortized debt issuance costs					(7,313	)		(7,621	)
Unamortized premium					240			343
Total Mortgages Payable				$	930,127		$	928,639
Unsecured Notes Payable
Core Term Loans (c)	SOFR+1.60% - SOFR+2.05%	3.74%-5.11%	Jun 2026 - Jul 2029	$	650,000		$	650,000
Fund V Subscription Facility	SOFR+3.05%	SOFR+1.86%	Jan 2024		80,600			51,210
Net unamortized debt issuance costs					(3,873	)		(5,076	)
Total Unsecured Notes Payable				$	726,727		$	696,134
Unsecured Line of Credit
Revolving credit facility (c)	SOFR+1.45%	SOFR+1.50%	Jun 2025	$	213,287		$	168,287
Total Debt (d)(e)				$	1,881,087		$	1,805,414
Net unamortized debt issuance costs					(11,186	)		(12,697	)
Unamortized premium					240			343
Total Indebtedness				$	1,870,141		$	1,793,060

a)The Company has a total commitment of $198.0 million on the Fund II mortgage.

b)Includes the outstanding balance on the Fund IV secured bridge facility of $36.2 million at December 31, 2023 and $39.2 million at December 31, 2022. The Operating Partnership has guaranteed up to $22.5 million of the Fund IV secured bridge facility (Note 9).

c)The Company has entered into various swap agreements to effectively fix its interest costs on a portion of its Revolver and term loans at December 31, 2023 and 2022 (Note 8).

d)Includes $1,249.8 million and $1,264.0 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented. The effective fixed rates ranged from 1.14% to 4.54%.

e)Includes $151.4 million and $103.8 million, respectively, of variable-rate debt that is subject to interest cap agreements as of the periods presented. The effective fixed rates ranged from 3.0% to 5.50%.

Unsecured Debt

Credit Facility

The Operating Partnership has a $700.0 million senior unsecured credit facility, as amended (the “Credit Facility”), with Bank of America, N.A. as administrative agent, comprised of a $300.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, and a $400.0 million senior unsecured term loan (the “Term Loan”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating. The Credit Facility provides for an accordion feature, which allows for one or more increases in the revolving credit facility or term loan facility, for a maximum aggregate principal amount not to exceed $900.0 million. The Credit Facility is guaranteed by the Trust and certain subsidiaries of the Trust (Note 9).

Revolving Credit Facility

At December 31, 2023, The Revolver bears interest at SOFR + 1.45% and matures on June 29, 2025, subject to two six-month extension options. The outstanding balance and total available credit of the Revolver was $213.3 million and $86.7 million, respectively, at December 31, 2023, reflecting no letters of credit outstanding. The outstanding balance and total available credit of the Revolver was $168.3 million and $131.7 million, respectively, at December 31, 2022, reflecting no letters of credit outstanding.

Core Term Loans

At December 31, 2023, the Term Loan bears interest at SOFR + 1.60% and matures on June 29, 2026. The outstanding balance of the Term Loan was $400.0 million at each of December 31, 2023 and December 31, 2022.

On April 6, 2022, the Operating Partnership entered into a $175.0 million term loan facility (the “$175.0 Million Term Loan”), with Bank of America, N.A. as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, matures on April 6, 2027, and is guaranteed by the Trust and certain subsidiaries of the Trust (Note 9). The proceeds of the $175.0 Million Term Loan were used to pay down the Revolver. At December 31, 2023, the $175.0 Million Term Loan bears interest at SOFR + 1.60%. The outstanding balance of the $175.0 Million Term Loan was $175.0 million at each of December 31, 2023 and 2022.

On July 29, 2022, the Operating Partnership entered into the $75.0 million term loan (the “$75.0 Million Term Loan”), with TD Bank, N.A. as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, matures on July 29, 2029, and is guaranteed by the Trust and certain subsidiaries of the Trust. At December 31, 2023, the $75.0 Million Term Loan bears interest at SOFR + 2.05%. The proceeds of the $75.0 Million Term Loan were used to pay down the Revolver. The outstanding balance of the $75.0 Million Term Loan was $75.0 million at each of December 31, 2023 and 2022.

Fund V Subscription Facility

Fund V has a $100.0 million subscription line collateralized by Fund V’s unfunded capital commitments, and, to the extent of the Company’s capital commitments, is guaranteed by the Operating Partnership. In January 2024, Fund V modified its subscription line and extended the maturity date to February 28, 2024. The outstanding balance and total available credit of the Fund V subscription line was $80.6 million and $19.4 million, respectively at December 31, 2023, reflecting outstanding letters of credit of $2.0 million. The outstanding balance and total available credit were $51.2 million and $41.8 million at December 31, 2022 respectively, reflecting outstanding letters of credit of $7.0 million.

Mortgages and Other Notes Payable

During the year ended December 31, 2023, the Company (amounts represent balances at the time of transactions):

•entered into a new Fund mortgage for $32.2 million;

•modified and extended five Fund mortgages totaling $150.8 million (excluding principal reductions of $2.7 million);

•refinanced four Fund mortgages totaling $111.4 million;

•repaid a Fund mortgage totaling $5.8 million at maturity;

•modified the Fund IV bridge loan with an outstanding balance of $36.2 million (excluding principal reductions of $3.0 million) and extended the maturity date to March 31, 2025; and

•made scheduled principal payments totaling $7.7 million.

During the year ended December 31, 2022, the Company (amounts represent balances at the time of transactions):

•entered into a new Fund mortgage for $42.4 million;

•refinanced a Core loan in the third quarter with an outstanding balance of $25.4 million with a new loan of $26.0 million at an interest rate of 4.0% maturing July 10, 2027;

•modified and extended ten Fund mortgages totaling $280.6 million (excluding principal reductions and an interest reserve of $4.6 million and $4.2 million, respectively);

•refinanced Fund II mortgage debt and unsecured note of City Point Phase II in the third quarter with an aggregate outstanding balance of $257.9 million and $40.0 million, respectively, with a single $198.0 million mortgage loan, with initial proceeds of approximately $132.3 million and a loan from the Company to other Fund II Investors (Note 10). The mortgage has a three-year initial term and bears interest at SOFR + 2.61%. The mortgage is collateralized by the real estate assets of City Point, of which $50.0 million is guaranteed by the Operating Partnership;

•modified the Fund IV bridge loan with an outstanding balance of $42.2 million (excluding principal reductions of $8.6 million) and changed the rate to SOFR plus 2.56% and extended the maturity date to December 29, 2023;

•repaid one Core mortgage of $12.3 million;

•repaid six Fund mortgages in the aggregate amount of $97.6 million in connection with the sale of properties (Note 2); repaid one Fund mortgage in the amount of $22.7 million; and

•made principal payments of $7.5 million and repaid $17.0 million on the Fund IV secured bridge facility.

A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

At December 31, 2023 and 2022, the Company’s mortgages were collateralized by 33 and 31 properties each period, respectively, as well as the related tenant leases. Certain loans are cross-collateralized and contain cross-default provisions. The loan agreements contain customary representations, covenants, and events of default. Certain loan agreements require the Company to comply with affirmative and negative covenants, including the maintenance of debt service coverage and leverage ratios. At December 31, 2023, a Fund V mortgage of $29.2 million, or $5.9 million at the Company’s share, had not met its debt service coverage ratio requirements. As this is not an event of default, the debt maturity was not accelerated. The Company made a principal payment of $3.9 million in January 2024, to cure this event. Also at December 31, 2023, three Fund V mortgages totaling $127.1 million, or $25.5 million at the Company’s share, did not meet their liquidity requirement. In February 2024, Fund V obtained a new mortgage loan and paid down the Fund V subscription line to cure this event.

On July 15, 2023, the 146 Geary Street, Fund IV non-recourse mortgage loan with an outstanding balance of $19.3 million, or $4.5 million at the Company’s share, matured with no further extension options and was in default. The property securing the mortgage was a vacant building located in San Francisco, California. The loan accrued default interest at a rate of 4.00% per annum in excess of the interest rate of SOFR + 3.65%. On October 27, 2023, the Company completed the transfer of the property to its lender through a deed-in-lieu of foreclosure, extinguishing the obligation under the mortgage loan. The Company reduced interest expense by $0.7 million upon derecognition of the loan for the additional interest expense previously recorded. The Company had previously impaired the asset, and recorded an impairment charge of $3.7 million, or $0.9 million at the Company’s share, related to the change in estimated value and holding period of the asset for the year ended December 31, 2023 (Note 8).

Scheduled Debt Principal Payments

The scheduled principal repayments, without regard to available extension options (described further below), of the Company’s consolidated indebtedness, as of December 31, 2023 are as follows (in thousands):

Maturities
2024	$	333,174
2025		680,834
2026		437,087
2027		202,826
2028		130,959
Thereafter		96,207
		1,881,087
Unamortized premium		240
Net unamortized debt issuance costs		(11,186	)
Total indebtedness	$	1,870,141

The table above does not reflect available extension options (subject to customary conditions) on debt balances as of December 31, 2023. The Company has debt balances of $535.4 million contractually due in 2025 and $25.1 million contractually due in 2027, all for which the Company has available options to extend by up to 12 months, and for some an additional 12 months thereafter. However, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options.