Debt Obligations

As of September 30, 2015 and December 31, 2014, the Company had the following indebtedness outstanding:



	Carrying Value as of
	September 30, 2015			December 31, 2014			Stated Interest Rates	Scheduled Maturity Date
Mortgage and secured loans⁽¹⁾
Fixed rate mortgage and secured loans⁽²⁾	$	2,615,067		$	3,116,882		4.40% - 8.00%	2016 – 2024
Net unamortized premium	45,745			66,340
Net unamortized debt issuance cost⁽⁵⁾	(2,435		)	(4,381		)
Total mortgage and secured loans, net	$	2,658,377		$	3,178,841

Notes payables
Unsecured notes⁽³⁾	$	1,218,453		$	243,453		3.85% - 7.97%	2022 - 2029
Net unamortized discount	(4,834		)	(3,153		)
Net unamortized debt issuance cost⁽⁵⁾	(10,302		)	—
Total notes payable, net	$	1,203,317		$	240,300

Unsecured Credit Facility and Term Loan
Unsecured Credit Facility⁽⁴⁾	$	1,520,000		$	2,019,475		1.65%	2017 – 2018
Unsecured Term Loan	600,000			600,000			1.65%	2019
Net unamortized debt issuance cost⁽⁵⁾	(12,358		)	(16,108		)
Total Unsecured Credit Facility and Term Loan	$	2,107,642		$	2,603,367

Total debt obligations, net	$	5,969,336		$	6,022,508


⁽¹⁾	The Company’s mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of September 30, 2015 of approximately $3.9 billion.


⁽²⁾	The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.93% as of September 30, 2015.


⁽³⁾	The weighted average interest rate on the Company’s unsecured notes was 3.91% as of September 30, 2015.

⁽⁴⁾

The Unsecured Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility and a $1.5 billion term loan facility. The Company has in place five forward starting interest rate swap agreements that convert the floating interest rate on the $1.5 billion term loan facility to a fixed, combined interest rate of 0.844% plus an interest spread of 140 basis points. In February 2015, the Unsecured Credit Facility was amended to terminate the guarantees and release and discharge the Parent Guarantors from their respective obligations under the guarantees.

⁽⁵⁾

In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Beginning with the period ending June 30, 2015, the Company elected to early adopt ASU 2015-03 and appropriately and retrospectively applied the guidance to its debt obligations for all periods presented. These amounts were previously included in Deferred charges and prepaid expenses, net on the Company’s Condensed Consolidated Balance Sheets.

2015 Debt Transactions

In January 2015, the Operating Partnership issued $700.0 million aggregate principal amount of 3.850% Senior Notes due 2025 (the “2025 Notes”), the proceeds of which were used to repay outstanding borrowings under its $1.25 billion unsecured revolving credit facility that had been used to repay indebtedness and financial liabilities over the course of 2014. The 2025 Notes bear interest at a rate of 3.850% per annum, payable semi-annually on February 1 and August 1 of each year. The 2025 Notes will mature on February 1, 2025. The 2025 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2025 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2025 Notes. If the 2025 Notes are redeemed on or after November 1, 2024 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2025 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

In August 2015, the Operating Partnership issued $500.0 million aggregate principal amount of 3.875% Senior Notes due 2022 (the “2022 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Company's $1.25 billion unsecured revolving credit facility and $125 million aggregate principal amount of senior unsecured notes held at an indirect subsidiary of the Company, Brixmor LLC. The 2022 Notes bear interest at a rate of 3.875% per annum, payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2016. The 2022 Notes will mature on August 15, 2022. The 2022 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2022 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2022 Notes. If the 2022 Notes are redeemed on or after June 15, 2022 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2022 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

In addition, during the nine months ended September 30, 2015, the Company repaid $487.7 million of mortgages and secured loans and $225.0 million of unsecured notes, resulting in a $0.9 million net gain on extinguishment of debt. These repayments were funded primarily from borrowings under the Company’s Unsecured Credit Facility.

Pursuant to the terms of an unsecured $600.0 million term loan (the “Term Loan”), a $2.75 billion senior unsecured credit facility (the “Unsecured Credit Facility”), the 2022 Notes and the 2025 Notes, the Company among other things is subject to maintenance of various financial covenants. The Company is currently in compliance with these covenants.

Debt Maturities

As of September 30, 2015 and December 31, 2014, the Company had accrued interest of $23.3 million and $20.4 million outstanding, respectively. As of September 30, 2015, scheduled maturities of the Company’s outstanding debt obligations were as follows:



Year ending December 31,
2015 (remaining three months)	$	8,142
2016	1,257,862
2017	369,659
2018	1,519,476
2019	620,126
Thereafter	2,178,255
Total debt maturities	5,953,520
Net unamortized premiums on mortgages	45,745
Net unamortized discount on notes	(4,834		)
Net unamortized debt issuance costs	(25,095		)
Total debt obligations	$	5,969,336