Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

7. Debt

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

			Carrying Value as of
	Interest Rate as of	Maturity Date as of	June 30,	December 31,
	June 30, 2024	June 30, 2024	2024	2023
Mortgages Payable
Core	3.99% - 5.89%	Jul 2027 - Apr 2035	$181,099	$191,830
Fund II (a)	SOFR+2.61%	Aug 2025	137,485	137,485
Fund III	SOFR+3.75%	Oct 2025	33,000	33,000
Fund IV (b)	SOFR+2.25% - SOFR+3.33%	March 2025 - Jun 2028	109,484	115,925
Fund V	SOFR+1.80% - SOFR+2.85%	Jul 2024 - Jun 2028	500,144	458,960
Net unamortized debt issuance costs			(6,366)	(7,313)
Unamortized premium			223	240
Total Mortgages Payable			$955,069	$930,127
Unsecured Notes Payable
Core Term Loans (c)	SOFR+1.50% - SOFR+1.95%	Apr 2027 - Jul 2029	$650,000	$650,000
Fund V Subscription Line (d)			—	80,600
Net unamortized debt issuance costs			(5,687)	(3,873)
Total Unsecured Notes Payable			$644,313	$726,727
Unsecured Line of Credit
Revolving Credit Facility (c)	SOFR+1.35%	Apr 2028	$96,446	$213,287
Total Debt (e)(f)			$1,707,658	$1,881,087
Net unamortized debt issuance costs			(12,053)	(11,186)
Unamortized premium			223	240
Total Indebtedness			$1,695,828	$1,870,141

(a)The Company has a total borrowing capacity of $198.0 million on the Fund II mortgage as of both June 30, 2024 and December 31, 2023.

(b)Includes the outstanding balance on the Fund IV secured bridge facility of $36.2 million as of both June 30, 2024 and December 31, 2023.

(c)The Company has entered into various swap agreements to effectively fix its interest costs on a portion of its Revolver and term loans as of June 30, 2024 and December 31, 2023.

(d)Fund V paid off the subscription line and terminated the outstanding letters of credit during the six months ended June 30, 2024.

(e)Includes $1,188.3 million and $1,249.8 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 4.69%.

(f)Includes $151.2 million and $151.4 million, respectively, of variable-rate debt that is subject to interest cap agreements as of the periods presented. The effective fixed rates ranged from 4.50% to 6.00%.

Unsecured Debt

Credit Facility

In April 2024, the Operating Partnership entered into a Third Amended and Restated Credit Agreement, with Bank of America, N.A., as administrative agent, to amend its existing senior unsecured credit facility (the “Amended Credit Facility”). The Amended Credit Facility provides for an increase in the existing unsecured revolving credit facility (the “Revolver”) from $300.0 million to $350.0 million, which includes the capacity to issue letters of credit in an amount up to $60.0 million, and the extension of the term from June 29, 2025 to April 15, 2028, with two additional six-month extension options. The Amended Credit Facility also provides for the extension of the term on the existing $400.0 million unsecured term loan (“Term Loan”) from June 29, 2026 to April 15, 2028, with two additional six-month extension options. The Amended Credit Facility has an accordion feature to increase its capacity up to $900 million at the option of the Operating Partnership, subject to customary conditions. Borrowings under the Revolver and the Term Loan will accrue interest at a floating rate based on SOFR with margins based on leverage or credit rating. The Credit Facility is guaranteed by the Trust and certain subsidiaries of the Trust (Note 9).

Revolving Credit Facility

As of June 30, 2024, the Revolver bears interest at SOFR + 1.35% and matures on April 15, 2028, subject to two six-month extension options. The outstanding balance and total available credit of the Revolver was $96.4 million and $253.6 million, respectively, as of June 30, 2024, reflecting no letters of credit outstanding. The outstanding balance and total available credit of the Revolver was $213.3 million and $86.7 million, respectively, as of December 31, 2023, reflecting no letters of credit outstanding.

Core Term Loans

As of June 30, 2024, the Term Loan bears interest at SOFR + 1.50% and matures on April 15, 2028.

The Operating Partnership has 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). As of June 30, 2024, the $175.0 Million Term Loan bears interest at SOFR + 1.60%.

The Operating Partnership has a $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 (Note 9). As of June 30, 2024, the $75.0 Million Term Loan bears interest at SOFR + 1.95%.

Mortgages and Other Notes Payable

During the six months ended June 30, 2024, the Company (amounts represent balances at the time of transactions):

•repaid a Core mortgage loan totaling $7.3 million at maturity;

•extended a Core mortgage loan of $60.0 million (excluding principal reductions of $2.5 million);

•repaid the Fund V subscription line totaling $80.6 million;

•entered into a new Fund mortgage loan of $43.4 million;

•repaid two consolidated Fund mortgage loans of $6.4 million upon disposition of the properties (Note 2);

•repaid a portion of one consolidated Fund mortgage loan of $1.5 million in connection with an outparcel disposition (Note 2);

•extended two Fund mortgage loans totaling $67.7 million; and

•made scheduled principal payments totaling $6.1 million.

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

As of both June 30, 2024 and December 31, 2023, the Company’s mortgages were collateralized by 31 properties and 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. The Company was in compliance with its debt covenants as of June 30, 2024.

Fund IV also has an outstanding balance and total available credit on its secured bridge facility of $36.2 million and $0.0 million, respectively, as of both June 30, 2024 and December 31, 2023. The Operating Partnership has guaranteed up to $22.5 million of the Fund IV secured bridge facility (Note 9).

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 June 30, 2024 are as follows (in thousands):

Year Ending December 31,	Principal Repayments
2024 (Remainder)	$	214,585
2025		412,878
2026		56,911
2027		248,828
2028		678,250
Thereafter		96,206
		1,707,658
Unamortized premium		223
Net unamortized debt issuance costs		(12,053	)
Total indebtedness	$	1,695,828

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of June 30, 2024. The Company has debt balances contractually due of $40.0 million in 2024, $327.3 million due in 2025, $27.4 million due in 2026 and $69.4 million in 2027, all of 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.