Debt And Lines Of Credit

3 Months Ended

Mar. 31, 2020

Debt and Lines of Credit

The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in thousands):



	Carrying Amount				Weighted Average Years to Maturity		Weighted Average Interest Rates
	March 31, 2020		December 31, 2019		March 31, 2020	December 31, 2019	March 31, 2020		December 31, 2019
Collateralized term loans - Life Companies	$	1,701,478	$	1,710,408	16.9	17.1	4.0	%	4.0	%
Collateralized term loans - FNMA	902,375		697,589		9.0	7.0	3.4	%	3.7	%
Collateralized term loans - CMBS	296,753		397,868		3.4	3.1	4.9	%	5.1	%
Collateralized term loans - FMCC	373,202		374,727		4.6	4.9	3.9	%	3.9	%
Total collateralized term loans	3,273,808		3,180,592
Preferred equity - Sun NG Resorts - mandatorily redeemable	35,249		35,249		2.5	2.8	6.0	%	6.0	%
Preferred OP units - mandatorily redeemable	34,663		34,663		5.9	4.0	5.9	%	6.5	%
Lines of credit	582,774		183,898		3.2	3.5	1.8	%	2.7	%
Total debt	$	3,926,494	$	3,434,402	10.6	11.1	3.6	%	4.0	%

Collateralized Term Loans

During the three months ended March 31, 2020 and year ended December 31, 2019, we repaid the following collateralized term loans:



Three Months Ended	Repayment amount (in millions)			Fixed Interest rate			Maturity date	(Gain) / loss on extinguishment of debt (in millions)			Encumbered communities released
March 31, 2020	$	99.6		5.837	%		March 1, 2021	$	3.4		11
March 31, 2020	$	19.9	⁽¹⁾	5.83	%	⁽³⁾	July 1, 2020	$	(0.1	)	2
December 31, 2019	$	17.0		5.62	%		March 1, 2020	$	—		—
	$	127.3		5.10	%		November 1, 2021	$	3.2		—
	$	21.5	⁽²⁾	6.24	%	⁽³⁾	March 1, 2020 April 1, 2020	$	(0.2	)	3
September 30, 2019	$	134.0		4.3	%		May 1, 2023	$	12.8		—
March 31, 2019	$	186.8		3.83	%		January 1, 2030	$	0.7		—

⁽¹⁾Includes four collateralized term loans due to mature on July 1, 2020.

⁽²⁾ Includes four collateralized term loans, three due to mature on March 1, 2020 and one due to mature on April 1, 2020.

⁽³⁾The interest rate represents the weighted average interest rate on collateralized term loans.

During the three months ended March 31, 2020 and year ended December 31, 2019, we entered into the following collateralized term loans:



Three Months Ended	Loan amount (in millions)			Term (in years)	Interest rate		Maturity date
March 31, 2020	$	230.0		15	2.995	%	April 1, 2035
December 31, 2019	$	400.0	⁽¹⁾	21	4.026	%	December 15, 2039 December 15, 2041
September 30, 2019	$	250.0		10	2.925	%	October 1, 2029
March 31, 2019	$	265.0		25	4.170	%	January 15, 2044

⁽¹⁾ Includes two collateralized term loans one due to mature on December 15, 2039 and the other on December 1, 2041.

The collateralized term loans totaling $3.3 billion as of March 31, 2020, are secured by 185 properties comprised of 73,364 sites representing approximately $3.2 billion of net book value.

Preferred OP Units - mandatorily redeemable

Preferred OP units at March 31, 2020 and December 31, 2019 include $34.7 million of Aspen preferred OP units issued by the Operating Partnership. As of March 31, 2020, these units are convertible indirectly into 433,072 shares of our common stock.

In January 2020, we amended the Operating Partnership’s partnership agreement at the election of certain Aspen preferred OP unit holders. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the “Extended Units”). Subject to certain limitations, at any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Extended Units), the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $68.00 per share or less, 0.397 common OP units; or (b) if the ten-day average closing price is greater than $68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the ten-day average closing price exceeds $68.00 per share, by (ii) the ten-day average closing price. The current preferred distribution rate is 3.8 percent on the Extended Units and 6.5 percent on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units. As of March 31, 2020, 270,000 of the Extended Units and 1,013,819 other Aspen preferred units were outstanding.

Preferred Equity - Sun NG Resorts - mandatorily redeemable

In connection with the investment in Sun NG Resorts, $35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity - Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a seven-year term and can be redeemed in the fourth quarter of 2022 at the holders’ option. The Preferred Equity - Sun NG Resorts as of March 31, 2020 was $35.2 million. Refer to Note 3, “Real Estate Acquisitions,” Note 7, “Consolidated Variable Interest Entities,” and Note 9, “Equity and Temporary Equity” for additional information.

Lines of Credit

Credit agreement - In May 2019, we amended and restated our credit agreement with Citibank, N.A. and certain other lenders. Pursuant to the credit agreement, we entered into a senior credit facility with Citibank and certain lenders in the amount of $750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million term loan (the “A&R Facility”). As of March 31, 2020, the term loan was fully drawn. The A&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for additional commitments in an amount not to exceed $350.0 million. The funding of these additional commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which are outside of our control. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.1 billion.

The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of March 31, 2020, the margin based on our leverage ratio was 1.2 percent on the revolving loan and 1.2 percent on the term loan. We had $424.9 million and $100.0 million of borrowings on the revolving loan and the term loan, respectively, as of March 31, 2020. We had $123.6 million of borrowings on the revolving loan and no borrowings on the term loan, as of December 31, 2019.

The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit but does reduce the borrowing amount available. At March 31, 2020 and December 31, 2019, we had approximately $2.6 million and $2.8 million of availability, respectively.

Floor plan - We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at least a twelve month notice of their intent to terminate the agreement. The interest rate is 100 basis points over the greater of the prime rate as quoted in the Wall Street Journal on the first business day of each month or 6.0 percent. At March 31, 2020, the effective interest rate was 7.0 percent. The outstanding balance was $4.0 million as of March 31, 2020 and $3.3 million as of December 31, 2019

Other - In October 2019, we assumed a term loan facility with Citibank N.A. (“Citibank”), in the amount of $58.0 million in relation to an acquisition. The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar rate or Prime rate. The outstanding balance was $54.2 million at March 31, 2020 and $57.0 million at December 31, 2019, respectively.

Covenants

Pursuant to the terms of the A&R Facility, we are subject to various financial and other covenants. The most restrictive of our debt agreements place limitations on secured borrowings and contain minimum fixed charge coverage, leverage, distribution, and net worth requirements. At March 31, 2020, we were in compliance with all covenants.

In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy the debts and other obligations of the Company, any of its other subsidiaries or any other person or entity.

Off-Balance Sheet Arrangements - Nonconsolidated Affiliate Indebtedness

We have a 40 percent investment in GTSC, a nonconsolidated affiliate. During September 2019, GTSC entered into a warehouse line of credit with a maximum loan amount of $125.0 million. During February 2020, the maximum amount was increased to $140.0 million. As of March 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by GTSC was approximately $139.9 million (of which our proportionate share is approximately $56.0 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023. As of December 31, 2019, the aggregate carrying amount of debt, including both our and our partner’s share, incurred by GTSC was approximately $123.4 million (of which our proportionate share is approximately $49.4 million).