Debt

9 Months Ended

Sep. 30, 2019

On September 12, 2019, the Company entered into a note purchase agreement with certain institutional investors in a private placement transaction pursuant to which it expects to issue $100.0 million of ten-year 3.14% senior unsecured notes on or around December 2, 2019. As of September 30, 2019, the Company had $50.0 million of senior unsecured notes that mature in September 2022, $100.0 million of senior unsecured notes that mature in July 2024, $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027 (collectively, the “Senior Unsecured Notes”), and a credit facility (the “Facility”), which consists of a $250.0 million unsecured revolving credit facility that matures in October 2022, a $50.0 million term loan that matures in August 2021 and a $100.0 million term loan that matures in January 2022. As of September 30, 2019 and December 31, 2018, there was $0 and $19.0 million, respectively, of borrowings outstanding on the revolving credit facility and $150.0 million of borrowings outstanding on the term loans. As of September 30, 2019, the Company had two interest rate caps to hedge the variable cash flows associated with $100.0 million of its existing $150.0 million variable-rate term loans. As of December 31, 2018, the Company had three interest rate caps to hedge the variable cash flows associated with its existing $150.0 million variable-rate term loans. See “Note 9 - Derivative Financial Instruments” for more information regarding the Company’s interest rate caps.

The aggregate amount of the Facility may be increased to a total of up to $600.0 million, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Facility are limited to the lesser of (i) the sum of the $150.0 million of term loans and the $250.0 million revolving credit facility, or (ii) 60.0% of the value of the unencumbered properties. Interest on the Facility, including the term loans, is generally to be paid based upon, at the Company’s option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR rate loans under the Facility plus 1.25%. The applicable LIBOR margin will range from 1.05% to 1.50% (1.05% as of September 30, 2019) for the revolving credit facility and 1.20% to 1.70% (1.20% as of September 30, 2019) for the $50.0 million term loan that matures in August 2021 and the $100.0 million term loan that matures in January 2022, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value. The Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15% to 0.30%, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

The Facility and the Senior Unsecured Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Company that own an unencumbered property. The Facility and the Senior Unsecured Notes are unsecured by the Company’s properties or by interests in the subsidiaries that hold such properties. The Facility and the Senior Unsecured Notes include a series of financial and other covenants with which the Company must comply. The Company was in compliance with the covenants under the Facility and the Senior Unsecured Notes as of September 30, 2019 and December 31, 2018.

The Company has mortgage loans payable which are collateralized by certain of the properties and require monthly interest and principal payments until maturity and are generally non-recourse. The mortgage loans mature between 2020 and 2021. As of September 30, 2019, the Company had two mortgage loans payable, net of deferred financing costs, totaling approximately $44.7 million, which bear interest at a weighted average fixed annual rate of 4.1%. As of December 31, 2018, the Company had two mortgage loans payable, net of deferred financing costs, totaling approximately $45.8 million, which bore interest at a

weighted average fixed annual interest rate of 4.1%. As of September 30, 2019 and December 31, 2018, the total gross book value of the properties securing the debt was approximately $114.7 million and $114.5 million, respectively.

The scheduled principal payments of the Company’s debt as of September 30, 2019 were as follows (dollars in thousands):


	Credit Facility		Term Loans			Senior Unsecured Notes			Mortgage Loans Payable			Total Debt
2019 (3 months)	$	—	$	—		$	—		$	384		$	384
2020	—		—			—			33,077			33,077
2021	—		50,000			—			11,271			61,271
2022	—		100,000			50,000			—			150,000
2023	—		—			—			—			—
Thereafter	—		—			200,000			—			200,000
Total debt	—		150,000			250,000			44,732			444,732
Deferred financing costs, net	—		(688)			(1,512)			(46)			(2,246)
Total debt, net	$	—	$	149,312		$	248,488		$	44,686		$	442,486
Weighted average interest rate	n/a		3.4		%	4.1		%	4.1		%	3.9		%