Notes Payable and Unsecured Credit Facilities

The Company’s outstanding debt consisted of the following:



(in thousands)	Weighted Average Contractual Rate	Weighted Average Effective Rate	June 30, 2017			December 31, 2016
Notes payable:
Fixed rate mortgage loans	4.9%	4.2%	$	500,447		384,786
Variable rate mortgage loans	2.4%	2.6%	119,085		⁽¹⁾	86,969
Fixed rate unsecured public and private debt	4.2%	4.7%	2,325,463			892,170
Total notes payable			2,944,995			1,363,925
Unsecured credit facilities:
Line of Credit (the "Line") ⁽²⁾	1.9%	2.0%	—			15,000
Term loans	2.4%	2.5%	563,031			263,495
Total unsecured credit facilities			563,031			278,495
Total debt outstanding			$	3,508,026		1,642,420

⁽¹⁾ Includes five mortgages, whose interest rates vary on LIBOR based formulas. Three of these variable rate loans have interest rate swaps in place to fix the interest rates at a range of 2.8% to 4.07%
⁽²⁾ Weighted average effective and contractual rate for the Line is calculated based on a fully drawn Line balance.

During January 2017, the Company issued $650.0 million of senior unsecured public notes as follows:


•	$300.0 million of 4.4% senior unsecured public notes due in 2047, which priced at 99.110%. The Company used the net proceeds to redeem all of the outstanding shares of its $250 million 6.625% Series 6 preferred stock on February 16, 2017 and to pay down the balance of the Line.


•	$350.0 million of 3.6% senior unsecured public notes due in 2027, which priced at 99.741%. The Company used the net proceeds to repay a $250.0 million Equity One term loan upon the effective date of the merger and to pay merger related transaction costs.

During June 2017, the Company issued an additional $300.0 million under the same terms as the January offering noted above as follows:


•	$125.0 million of 4.4% senior unsecured public notes due in 2047, which priced at 100.784%, whose proceeds will be used to redeem all of the outstanding shares of its $75.0 million 6.000% Series 7 preferred stock on August 23, 2017, with the balance used to pay down the Line.


•	$175.0 million of 3.6% senior unsecured public notes due in 2027, which priced at 100.379%, with proceeds used to retire $112.0 million of mortgage loans with interest rates ranging from 7.0% to 7.8% on various properties, with the balance used to pay down the Line.

The Company completed the following additional debt transactions in connection with the Equity One merger:


•	Increased the size of its Line commitment to $1.0 billion with an accordion feature permitting the Company to request an increase in the facility of up to an additional $500 million.

•

Completed a $300 million unsecured term loan that matures on December 2, 2020 with the option to prepay at par anytime prior to maturity without penalty. The interest rate on the term loan is equal to LIBOR plus a ratings based margin; however, the Company entered into interest rate swaps to fix the interest rate on the the entire $300 million with a weighted average interest rate of 1.824% (see note 5). The proceeds of the term loan were used to repay a $300 million Equity One term loan that came due as a result of the merger.


•	Assumed $300 million of senior unsecured public notes with an interest rate of 3.75% maturing in 2022.


•	Assumed $200 million of the senior unsecured private placement notes issued in two $100 million tranches with interest rates of 3.81% and 3.91%, respectively, maturing in 2026.


•	Assumed $226.3 million of fixed rate mortgage loans with interest rates ranging from 3.76% to 7.94%, and assumed a $27.8 million variable rate mortgage loan whose interest rate varies with LIBOR.

The public and private unsecured notes assumed from Equity One have covenants that are similar to the Company's existing debt covenants described in Regency's latest Form 10-K.

As of June 30, 2017, scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:



(in thousands)	June 30, 2017
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities	Unsecured Maturities ⁽¹⁾		Total
2017	$	5,372	—	—		5,372
2018	10,641		139,976	—		150,617
2019	10,948		13,216	—		24,164
2020	11,122		51,580	450,000		512,702
2021	11,426		38,998	250,000		300,424
Beyond 5 Years	48,674		266,182	2,215,000		2,529,856
Unamortized debt premium/(discount) and issuance costs	—		11,397	(26,506	)	(15,109	)
Total	$	98,183	521,349	2,888,494		3,508,026

⁽¹⁾ Includes unsecured public debt and unsecured credit facilities.

The Company has $140.0 million of mortgage loans maturing through 2018, which it currently intends to refinance if held with a co-investment partner or pay off if wholly owned. The Company has sufficient capacity on its Line to repay this maturing debt, all of which is in the form of non-recourse mortgage loans.

The Company was in compliance as of June 30, 2017 with the financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.

Subsequent Event

Subsequent to June 30, 2017, the Company successfully solicited consents from over 96% of the holders of its $300.0 million aggregate principal amount of 3.75% senior unsecured public notes to amend certain provisions of the indenture governing the notes which terminated guarantees provided by certain subsidiaries of the Operating Partnership. The amendments to the indenture became effective on July 28, 2017, upon payment of the consent fee of $1.50 per $1,000 principal amount of the unsecured public notes for which consents were delivered.