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Mortgage and Other Indebtedness

9 Months Ended

Sep. 30, 2019

Mortgage and other indebtedness consisted of the following as of September 30, 2019 and December 31, 2018:



	As of September 30, 2019
	Principal		Unamortized Net Premiums		Unamortized Debt Issuance Costs			Total
Senior unsecured notes - fixed rate	$	550,000	$	—	$	(4,289	)	$	545,711
Unsecured revolving credit facility	—		—		(2,882		)	(2,882		)
Unsecured term loans	250,000		—		(1,912		)	248,088
Mortgage notes payable - fixed rate	332,603		2,608		(251		)	334,960
Mortgage notes payable - variable rate	72,951		—		(244		)	72,707
Total mortgage and other indebtedness	$	1,205,554	$	2,608	$	(9,578	)	$	1,198,584



	As of December 31, 2018
	Principal		Unamortized Net Premiums		Unamortized Debt Issuance Costs			Total
Senior unsecured notes - fixed rate	$	550,000	$	—	$	(4,864	)	$	545,136
Unsecured revolving credit facility	45,600		—		(3,796		)	41,804
Unsecured term loans	345,000		—		(2,470		)	342,530
Mortgage notes payable - fixed rate	534,679		6,566		(584		)	540,661
Mortgage notes payable - variable rate	73,491		—		(321		)	73,170
Total mortgage and other indebtedness	$	1,548,770	$	6,566	$	(12,035	)	$	1,543,301

Consolidated indebtedness, including weighted average maturities and weighted average interest rates as of September 30, 2019, considering the impact of interest rate swaps, is summarized below:



	Outstanding Amount			Ratio		Weighted Average Interest Rate		Weighted Average Maturity (Years)
Fixed rate debt¹	$	1,148,803		95	%	4.01	%	5.8
Variable rate debt	56,751			5	%	3.92	%	7.7
Net debt premiums and issuance costs, net	(6,970		)	N/A		N/A		N/A
Total	$	1,198,584		100	%	4.03	%	5.9



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1	Fixed rate debt includes, and variable rate date excludes, the portion of such debt that has been hedged by interest rate derivatives. As of September 30, 2019, $266.2 million in variable rate debt is hedged for a weighted average 3.3 years.

Mortgage indebtedness is collateralized by certain real estate properties and leases, and is generally due in monthly installments of interest and principal and matures over various terms through 2030.

Variable interest rates on mortgage indebtedness are based on LIBOR plus spreads ranging from 150 to 160 basis points. At September 30, 2019, the one-month LIBOR interest rate was 2.02%. Fixed interest rates on mortgage indebtedness range from 3.78% to 6.78%.

Debt Issuance Costs

Debt issuance costs are amortized on a straight-line basis over the terms of the respective loan agreements.

The accompanying consolidated statements of operations include amortization of debt issuance costs as a component of interest expense as follows:



	Nine Months Ended September 30,
	2019		2018
Amortization of debt issuance costs	$	2,128	$	2,220

Unsecured Revolving Credit Facility and Unsecured Term Loans

As of September 30, 2019, we had an unsecured revolving credit facility (the "Credit Facility") with a total commitment of $600 million that matures in April 2023 (inclusive of one twelve-month extension option).

The Credit Facility also provided for a $200 million unsecured term loan maturing in July 2021 ("2021 Term Loan"). The outstanding balance of $95 million was retired in May 2019.

The Operating Partnership has the option to increase the borrowing availability of the Credit Facility to $1.2 billion, subject to certain conditions, including obtaining commitments from one or more lenders.

On October 25, 2018, the Operating Partnership entered into a Term Loan Agreement (the “Agreement”) with KeyBank National Association, as Administrative Agent (the “Agent”), and the other lenders party thereto, providing for an unsecured term loan facility of up to $250 million (the “Term Loan”). The Term Loan ranks pari passu with the Operating Partnership’s existing $600 million unsecured revolving credit facility and $200 million unsecured term loan facility documented in the Operating Partnership’s Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016, as amended (the “Existing Credit Agreement”), and other unsecured indebtedness of the Operating Partnership.

The Term Loan has a scheduled maturity date of October 24, 2025, which maturity date may be extended for up to three additional periods of one year at the Operating Partnership’s option subject to certain conditions.

The Operating Partnership has the option to increase the Term Loan to $300 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Agreement, to provide such increased amounts. The Operating Partnership is permitted to prepay the Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023.

As of September 30, 2019, there were no amounts outstanding under the Credit Facility. Additionally, we had letters of credit outstanding which totaled $2.0 million, against which no amounts were advanced as of September 30, 2019.

The amount that we may borrow under our Credit Facility is limited by the value of the assets in our unencumbered asset pool. As of September 30, 2019, the value of the assets in our unencumbered asset pool, calculated pursuant to the Credit Facility agreement, was $1.4 billion. Considering outstanding borrowings on the line of credit, term loans, unsecured notes and letters of credit, we had $580.0 million available under our Credit Facility for future borrowings as of September 30, 2019.

Our ability to borrow under the Credit Facility is subject to our compliance with various restrictive and financial covenants, including with respect to liens, indebtedness, investments, dividends, mergers and asset sales. As of September 30, 2019, we were in compliance with all such covenants.

Senior Unsecured Notes

The Operating Partnership has $550 million of senior unsecured notes maturing at various dates through September 2027 (the "Notes"). The Notes contain a number of customary financial and restrictive covenants. As of September 30, 2019, we were in compliance with all such covenants.

Other Debt Activity

For the nine months ended September 30, 2019, we had total new borrowings of $75.0 million and total repayments of $418.3 million. In addition to the items mentioned above, the remaining components of this activity were as follows:


•	We retired twelve fixed-rate secured loans for $199.2 million in connection with the sale of operating properties;


•	We repaid $120.6 million on the Credit Facility using proceeds from the sale of operating properties;


•	We borrowed $30.0 million on the Credit Facility to fund the acquisition of the Pan Am Plaza Garage;


•	We borrowed $45.0 million on the Credit Facility to fund development activities, redevelopment activities, tenant improvement costs, and other working capital needs; and


•	We made scheduled principal payments on indebtedness totaling $3.5 million.

Fair Value of Fixed and Variable Rate Debt

As of September 30, 2019, the estimated fair value of our fixed rate debt was $0.9 billion compared to the book value of $0.9 billion. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 3.28% to 3.87%. As of September 30, 2019, the fair value of variable rate debt was $322.7 million compared to the book value of $323.0 million. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 3.12% to 3.37%.