Debt

12 Months Ended

Dec. 31, 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	December 31,			December 31,
	December 31, 2024	December 31, 2024	2024			2023
Mortgages Payable
Core	3.99% - 5.89%	Jul 2027 - Apr 2035	$	180,212		$	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		109,471			115,925
Fund V	SOFR + 1.86% to SOFR + 3.10%	Jan 2025 - Jun 2028		498,779			458,960
Net unamortized debt issuance costs				(5,459	)		(7,313	)
Unamortized premium				212			240
Total Mortgages Payable			$	953,700		$	930,127
Unsecured Notes Payable
Core Term Loans (c)	SOFR+1.50% - SOFR+1.75%	Apr 2028 - Jul 2029	$	475,000		$	650,000
Core Senior Notes	5.86% - 5.94%	Aug 2027 - Aug 2029		100,000			—
Fund V Subscription Line (d)				—			80,600
Net unamortized debt issuance costs				(5,434	)		(3,873	)
Total Unsecured Notes Payable			$	569,566		$	726,727
Unsecured Line of Credit
Revolving Credit Facility (c)	SOFR+1.35%	Apr 2028	$	14,000		$	213,287
Total Debt (e)(f)			$	1,547,947		$	1,881,087
Net unamortized debt issuance costs				(10,893	)		(11,186	)
Unamortized premium				212			240
Total Indebtedness			$	1,537,266		$	1,870,141

a)The Company has a total commitment of $198.0 million on the Fund II property mortgage loan as of both December 31, 2024 and December 31, 2023.

b)Includes the outstanding balance on the Fund IV secured bridge facility of $36.2 million at December 31, 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 at December 31, 2024 and 2023 (Note 8).

d)Fund V paid off the subscription line and terminated the outstanding letters of credit during the first quarter of 2024.

e)Includes $852.0 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 1.98% to 4.61%.

f)Includes $111.2 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 Notes Payable

Credit Facility

On April 15, 2024, the Operating Partnership and the Company 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.

On September 12, 2024, the Operating Partnership and the Company entered into a Consent and Second Amendment (the “Amendment”) to the Third Amended and Restated Credit Agreement, which further increased the revolving credit facility to $525.0 million and the accordion feature limit to $1.1 billion, maintaining the same terms and 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

At December 31, 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 were $14.0 million and $511.0 million, respectively, as of December 31, 2024, reflecting no letters of credit outstanding. The outstanding balance and total available credit of the Revolver were $213.3 million and $86.7 million, respectively, at December 31, 2023, reflecting no letters of credit outstanding.

Core Term Loans

At December 31, 2024, the Term Loan had an outstanding balance of $400.0 million bears interest at SOFR + 1.50% and matures on April 15, 2028, subject to two six-month extension options.

On September 12, 2024, using cash on hand and borrowings under the amended Credit Facility, the Operating Partnership repaid in full all outstanding obligations on the $175.0 million term loan facility (the “$175.0 Million Term Loan”), and all obligations of the Company and its subsidiaries under the $175.0 million Term Loan were released. The Company and its subsidiaries did not incur any early termination penalties in connection with repayment of the indebtedness or termination of the $175.0 Million Term Loan. The $175.0 Million Term Loan had a maturity date of April 6, 2027 and bore interest at SOFR + 1.50% at the time of the repayment.

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 December 31, 2024, the $75.0 Million Term Loan bears interest at SOFR+1.75%.

Senior Notes

On August 21, 2024, the Operating Partnership issued $100.0 million aggregate principal amount of senior unsecured notes in a private placement, of which (i) $20.0 million are designated as 5.86% Senior Notes, Series A, due August 21, 2027 (the “Series A Notes”) and (ii) $80.0 million are designated as 5.94% Senior Notes, Series B, due August 21, 2029 (together with the Series A Notes, the “Senior Notes”) pursuant to a note purchase agreement (the “Senior Note Purchase Agreement”), dated July 30, 2024, between the Company, Operating Partnership and the purchasers named therein.

The Senior Notes were issued at par in accordance with the Senior Note Purchase Agreement and pay interest semiannually on February 21st and August 21st until their respective maturities. The Company may prepay the Senior Notes at any time in full or in part subject to certain limitations set forth in the Senior Note Purchase Agreement. The Senior Notes are guaranteed by the Company and certain subsidiaries of the Company.

Mortgages and Other Notes Payable

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

At December 31, 2024 and 2023, the Company’s property mortgage loans were collateralized by 31 and 33 properties, 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. The Company was in compliance with its debt covenants as of December 31, 2024.

Core Portfolio

During the year ended December 31, 2024, the Company (amounts represent balances at the time of transactions):

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

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

•made scheduled principal payments totaling $4.3 million.

Investment Management

During the year ended December 31, 2024, the Company, through Investment Management (amounts represent balances at the time of transactions):

•entered into a new Investment Management property mortgage loan of $43.4 million;

•repaid two consolidated Investment Management property mortgage loans of $6.4 million and a portion of one consolidated Investment Management property mortgage loan of $1.5 million in connection with property dispositions (Note 2);

•refinanced one Investment Management property mortgage loan of $41.0 million;

•extended five Investment Management property mortgage loans totaling $174.0 million (excluding principal reductions of $2.0 million); and

•made scheduled principal payments totaling $5.4 million.

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

•entered into a new Investment Management property mortgage loan of $32.2 million;

•modified and extended five Investment Management property mortgage loans totaling $150.8 million (excluding principal reductions of $2.7 million);

•refinanced four Investment Management property mortgage loans totaling $111.4 million;

•repaid an Investment Management property mortgage loan 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.

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 December 31, 2024 and 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 December 31, 2024 are as follows (in thousands):

Year Ending December 31,	Principal Repayments
2025	$	477,562
2026		83,698
2027		214,675
2028		595,805
2029		173,291
Thereafter		2,916
		1,547,947
Unamortized premium		212
Net unamortized debt issuance costs		(10,893	)
Total indebtedness	$	1,537,266

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of December 31, 2024. The Company has debt balances contractually due of $364.3 million due in 2025, $53.8 million due in 2026, $192.1 million due in 2027 and $471.5 million contractually due in 2028, 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.