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SECURED AND UNSECURED DEBT, NET | 6 Months Ended
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Jun. 30, 2020
SECURED AND UNSECURED DEBT, NET |
SECURED AND UNSECURED DEBT, NET | 7. SECURED AND UNSECURED DEBT, NET The following is a summary of our secured and unsecured debt at June 30, 2020 and December 31, 2019 (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Principal Outstanding | ​ | As of June 30, 2020
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | Weighted | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Average | ​ | Average | ​ | Number of
​ | ​ | June 30, | ​ | December 31, | ​ | Interest | ​ | Years to | ​ | Communities
​ |  | 2020 |  | 2019 |  | Rate |  | Maturity |  | Encumbered
Secured Debt: | ​ | ​ |  | ​ | ​ |  | ​ |  | ​ |  | ​ |
Fixed Rate Debt |  | ​ |  |  | ​ |  |  |  |  |  |  |
Mortgage notes payable (a) | ​ | $ | 855,585 | ​ | $ | 884,869 |  | 3.60 | % | 5.9 |  | 14
Credit facilities (b) | ​ |  | 202,254 | ​ |  | 204,590 |  | 4.90 | % | 2.5 |  | 4
Deferred financing costs and other non-cash adjustments | ​ |  | 28,102 | ​ |  | 33,046 |  |  |  |  |  |
Total fixed rate secured debt, net | ​ |  | 1,085,941 | ​ |  | 1,122,505 |  | 3.85 | % | 5.2 |  | 18
Variable Rate Debt | ​ |  |  | ​ |  |  |  |  |  |  |  |
Tax-exempt secured notes payable (c) | ​ |  | 27,000 | ​ |  | 27,000 |  | 0.85 | % | 11.7 |  | 1
Deferred financing costs | ​ |  | (71) | ​ |  | (64) |  |  |  |  |  |
Total variable rate secured debt, net | ​ |  | 26,929 | ​ |  | 26,936 |  | 0.85 | % | 11.7 |  | 1
Total Secured Debt, net | ​ |  | 1,112,870 | ​ |  | 1,149,441 |  | 3.77 | % | 5.4 |  | 19
Unsecured Debt: | ​ |  |  | ​ |  |  |  |  |  |  |  |
Variable Rate Debt | ​ |  |  | ​ |  |  |  |  |  |  |  |
Borrowings outstanding under unsecured credit facility due January 2023 (d) (m) | ​ |  | — | ​ |  | — |  | — | % | 2.6 |  |
Borrowings outstanding under unsecured commercial paper program due July 2020 (e) (m) | ​ | ​ | 185,000 | ​ | ​ | 300,000 | ​ | 0.45 | % | 0.1 | ​ | ​
Borrowings outstanding under unsecured working capital credit facility due January 2021 (f) | ​ |  | 17,180 | ​ |  | 16,583 |  | 0.99 | % | 0.5 |  |
Term Loan due September 2023 (d) (m) | ​ |  | 35,000 | ​ |  | 35,000 |  | 1.07 | % | 3.3 |  |
Fixed Rate Debt | ​ |  |  | ​ |  |  |  |  |  |  |  |
1.93% Term Loan due September 2023 (d) (m) | ​ | ​ | 315,000 | ​ |  | 315,000 |  | 1.93 | % | 3.3 | ​ | ​
3.75% Medium-Term Notes due July 2024 (net of discounts of $417 and $470, respectively) (g) (m) | ​ |  | 299,583 | ​ |  | 299,530 |  | 3.75 | % | 4.0 |  |
8.50% Debentures due September 2024 | ​ |  | 15,644 | ​ |  | 15,644 |  | 8.50 | % | 4.2 |  |
4.00% Medium-Term Notes due October 2025 (net of discounts of $362 and $396, respectively) (h) (m) | ​ |  | 299,638 | ​ |  | 299,604 |  | 4.00 | % | 5.3 |  |
2.95% Medium-Term Notes due September 2026 (m) | ​ |  | 300,000 | ​ |  | 300,000 |  | 2.95 | % | 6.2 |  |
3.50% Medium-Term Notes due July 2027 (net of discounts of $494 and $529, respectively) (m) | ​ | ​ | 299,506 | ​ | ​ | 299,471 | ​ | 3.50 | % | 7.0 | ​ | ​
3.50% Medium-Term Notes due January 2028 (net of discounts of $894 and $954, respectively) (m) | ​ | ​ | 299,106 | ​ | ​ | 299,046 | ​ | 3.50 | % | 7.5 | ​ | ​
4.40% Medium-Term Notes due January 2029 (net of discounts of $5 and $5, respectively) (i) (m) | ​ | ​ | 299,995 | ​ | ​ | 299,995 | ​ | 4.40 | % | 8.6 | ​ | ​
3.20% Medium-Term Notes due January 2030 (net of premiums of $13,099 and $2,281, respectively) (j) (m) | ​ | ​ | 613,099 | ​ | ​ | 402,281 | ​ | 3.20 | % | 9.5 | ​ | ​
3.00% Medium-Term Notes due August 2031 (net of discounts of $1,075 and $1,123, respectively) (k) (m) | ​ | ​ | 398,925 | ​ | ​ | 398,877 | ​ | 3.00 | % | 11.1 | ​ | ​
3.10% Medium-Term Notes due November 2034 (net of discounts of $1,265 and $1,309, respectively) (l) (m) | ​ | ​ | 298,735 | ​ | ​ | 298,691 | ​ | 3.10 | % | 14.3 | ​ | ​
Other | ​ |  | 12 | ​ |  | 13 |  |  |  |  |  |
Deferred financing costs | ​ |  | (22,489) | ​ |  | (21,652) |  |  |  |  |  |
Total Unsecured Debt, net | ​ |  | 3,653,934 | ​ |  | 3,558,083 |  | 3.26 | % | 7.4 |  |
Total Debt, net | ​ | $ | 4,766,804 | ​ | $ | 4,707,524 |  | 3.24 | % | 7.0 |  |
​ For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of June 30, 2020, secured debt encumbered $2.0 billion or 16.0% of UDR’s total real estate owned based upon gross book value ($10.7 billion or 84.0% of UDR’s real estate owned based on gross book value is unencumbered). (a) At June 30, 2020, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from November 2020 through February 2030 and carry interest rates ranging from 2.70% to 4.35%. In June 2020, the Company executed a rate lock agreement to refinance a 4.35% fixed rate mortgage note payable due in November 2020 with a balance of $79.5 million at June 30, 2020 with a $160.9 million, 2.62% fixed rate mortgage note payable due in 2031. The Company expects to close on the refinancing transaction during the third quarter of 2020. The incremental proceeds are anticipated to be used to reduce the Company’s borrowings under its unsecured commercial paper program. ​ The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. (b) UDR had one secured credit facility with New York Life with an outstanding balance of $202.3 million at June 30, 2020. The New York Life credit facility matures in January 2023 and bears interest at a fixed rate of 4.90%. During the three months ended June 30, 2020 and 2019, the Company had $2.5 million and $0.6 million, respectively, and during the six months ended June 30, 2020 and 2019, the Company had $5.1 million and $1.1 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties inclusive of its fixed rate mortgage notes payable and credit facilities, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $30.2 million and $35.3 million at June 30, 2020 and December 31, 2019, respectively. ​ (c) The variable rate mortgage note payable for $27.0 million secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. As of June 30, 2020, the variable interest rate on the mortgage note was 0.85%. (d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at June 30, 2020 and December 31, 2019 (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, |  | December 31, | ​
​ |  | 2020 |  | 2019 | ​
Total revolving credit facility | ​ | $ | 1,100,000 | ​ | $ | 1,100,000 | ​
Borrowings outstanding at end of period (1) | ​ |  | — | ​ |  | — | ​
Weighted average daily borrowings during the period ended | ​ |  | 84,836 | ​ |  | 55 | ​
Maximum daily borrowings during the period ended | ​ |  | 375,000 | ​ |  | 20,000 | ​
Weighted average interest rate during the period ended | ​ |  | 1.4 | % |  | 2.6 | %
Interest rate at end of the period | ​ |  | — | % |  | — | %
(1) | Excludes $2.9 million and $2.9 million of letters of credit at June 30, 2020 and December 31, 2019, respectively.
(e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. The following is a summary of short-term bank borrowings under the unsecured commercial paper program at June 30, 2020 and December 31, 2019 (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, |  | December 31, |
​ | ​ | 2020 | ​ | 2019 |
Total unsecured commercial paper program |  | $ | 500,000 | ​ | $ | 500,000 | ​
Borrowings outstanding at end of period | ​ |  | 185,000 | ​ |  | 300,000 | ​
Weighted average daily borrowings during the period ended | ​ |  | 209,863 | ​ |  | 173,353 | ​
Maximum daily borrowings during the period ended | ​ |  | 500,000 | ​ |  | 435,000 | ​
Weighted average interest rate during the period ended | ​ |  | 1.6 | % |  | 2.5 | %
Interest rate at end of the period | ​ |  | 0.4 | % |  | 2.0 | %
​ (f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a previously scheduled maturity date of January 15, 2021. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points. In July 2020, the Company extended its working capital credit facility maturity date from January 15, 2021 to January 14, 2022. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at June 30, 2020 and December 31, 2019 (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, |  | December 31, |
​ | ​ | 2020 | ​ | 2019 |
Total working capital credit facility | ​ | $ | 75,000 | ​ | $ | 75,000 | ​
Borrowings outstanding at end of period | ​ |  | 17,180 | ​ |  | 16,583 | ​
Weighted average daily borrowings during the period ended | ​ |  | 26,046 | ​ |  | 23,487 | ​
Maximum daily borrowings during the period ended | ​ |  | 54,974 | ​ |  | 66,170 | ​
Weighted average interest rate during the period ended | ​ |  | 1.7 | % |  | 3.1 | %
Interest rate at end of the period | ​ |  | 1.0 | % |  | 2.6 | %
​ (g) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.69%. (h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.53%. (i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%. (j) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.42% for the initial $300.0 million issued. In connection with the additional $100.0 million issued in October 2019, the Company entered into treasury lock agreements to hedge against interest rate risk on all of this debt. The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 3.24% for the 2030 notes. In February 2020, the Company issued $200.0 million of 3.20% senior unsecured medium-term notes due 2030. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. The notes were priced at 105.660% of the principal amount at issuance. This was a further issuance of the 2030 notes, and forms a single series with, the $300.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in July 2019 and the $100.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in October 2019. As of the completion of the offering, the aggregate principal amount of outstanding 2030 notes was $600.0 million. (k) The Company entered into a treasury lock agreement to hedge against interest rate risk on $150.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of the treasury lock, was 3.01%. (l) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.13%. (m) The Operating Partnership is the guarantor of this debt. The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to June 30, 2020 are as follows (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Total Fixed |  | Total Variable |  | Total |  | Total |  | Total
Year | ​ | Secured Debt | ​ | Secured Debt | ​ | Secured Debt | ​ | Unsecured Debt | ​ | Debt
2020 | ​ | $ | 83,752 | ​ | $ | — | ​ | $ | 83,752 | ​ | $ | 185,000 | (a) | $ | 268,752
2021 | ​ | ​ | 8,763 | ​ | ​ | — | ​ | ​ | 8,763 | ​ | ​ | 17,180 | ​ | ​ | 25,943
2022 | ​ |  | 9,159 | ​ |  | — | ​ |  | 9,159 | ​ |  | — | ​ |  | 9,159
2023 | ​ |  | 295,965 | ​ |  | — | ​ |  | 295,965 | ​ |  | 350,000 | ​ |  | 645,965
2024 | ​ |  | 95,280 | ​ |  | — | ​ |  | 95,280 | ​ |  | 315,644 | ​ |  | 410,924
2025 | ​ |  | 173,189 | ​ |  | — | ​ |  | 173,189 | ​ |  | 300,000 | ​ |  | 473,189
2026 | ​ |  | 51,070 | ​ |  | — | ​ |  | 51,070 | ​ |  | 300,000 | ​ |  | 351,070
2027 | ​ |  | 1,111 | ​ |  | — | ​ |  | 1,111 | ​ |  | 300,000 | ​ |  | 301,111
2028 | ​ |  | 122,466 | ​ |  | — | ​ |  | 122,466 | ​ |  | 300,000 | ​ |  | 422,466
2029 | ​ |  | 144,584 | ​ |  | — | ​ |  | 144,584 | ​ |  | 300,000 | ​ |  | 444,584
Thereafter | ​ |  | 72,500 | ​ |  | 27,000 | ​ |  | 99,500 | ​ |  | 1,300,000 | ​ |  | 1,399,500
Subtotal | ​ |  | 1,057,839 | ​ |  | 27,000 | ​ |  | 1,084,839 | ​ |  | 3,667,824 | ​ |  | 4,752,663
Non-cash (b) | ​ |  | 28,102 | ​ |  | (71) | ​ |  | 28,031 | ​ |  | (13,890) | ​ |  | 14,141
Total | ​ | $ | 1,085,941 | ​ | $ | 26,929 | ​ | $ | 1,112,870 | ​ | $ | 3,653,934 | ​ | $ | 4,766,804
(a) | All unsecured debt due in the remainder of 2020 is related to the Company’s commercial paper program.
(b) | Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs. The Company amortized $1.1 million and $1.1 million, respectively, during the three months ended
| June 30, 2020 and 2019, and $2.1 million and $2.1 million, respectively, during the six months ended June 30, 2020 and 2019, of deferred financing costs into Interest expense.
We were in compliance with the covenants of our debt instruments at June 30, 2020. On July 14, 2020, the Company announced that it commenced a cash tender offer for any and all of its outstanding 3.75% unsecured medium-term notes due July 2024 (the “2024 Notes”). Pursuant to the tender offer, on July 21, 2020, the Company completed the purchase of $116.9 million aggregate principal amount of the 2024 Notes, or 39.0% of the $300.0 million aggregate principal amount of the 2024 Notes. The tender offer consideration was $1,101.92 for each $1,000 principal amount of the 2024 Notes, plus accrued and unpaid interest to, but not including, July 21, 2020. On July 21, 2020, the Company issued $400.0 million of 2.10% senior unsecured medium-term notes due August 1, 2032. Interest is payable semi-annually in arrears on February 1 and August 1. The notes were priced at 99.894% of the principal amount at issuance. The Company used or will use a portion of the net proceeds to fund the purchase of the 2024 Notes accepted pursuant to the tender offer described above and to prepay $245.8 million of 4.64% secured debt due in 2023. The combined prepayment and make-whole amounts for the purchase of the 2024 Notes and the prepayment of the secured debt due in 2023, inclusive of the acceleration of fair market value adjustments originally recorded on secured debt assumed in property acquisitions, totaled approximately $24.0 million.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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