Mortgage and Other Indebtedness

12 Months Ended

Dec. 31, 2019

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



($ in thousands)	As of December 31, 2019
	Principal		Unamortized Net Premiums		Unamortized Debt Issuance Costs			Total
Senior Unsecured Notes—Fixed Rate
Maturing at various dates from September 2023 through September 2027; interest rates ranging from 4.00% to 4.57% at December 31, 2019	$	550,000	$	—	$	(4,231	)	$	545,769
Unsecured Revolving Credit Facility
Matures April 2022¹; borrowing level up to $583.4 million available at December 31, 2019; interest at LIBOR + 1.15% or 2.91% at December 31, 2019	—		—		(2,625		)	(2,625		)
Unsecured Term Loans
Matures October 2025; interest at LIBOR + 2.00% or 3.76% at December 31, 2019	250,000		—		(1,859		)	248,141
Mortgage Notes Payable—Fixed Rate
Generally due in monthly installments of principal and interest; maturing at various dates from April 2022 through June 2030; interest rates ranging from 3.78% to 5.73% at December 31, 2019	297,472		2,176		(40		)	299,608
Mortgage Notes Payable—Variable Rate
Due in monthly installments of principal and interest; maturing in February 2022; interest at LIBOR + 1.60% or 3.36% at December 31, 2019	55,830		—		(143		)	55,687
Total mortgage and other indebtedness	$	1,153,302	$	2,176	$	(8,898	)	$	1,146,580



($ in thousands)	As of December 31, 2018
	Principal		Unamortized Net Premiums		Unamortized Debt Issuance Costs			Total
Senior Unsecured Notes—Fixed Rate
Maturing at various dates from September 2023 through September 2027; interest rates ranging from 4.00% to 4.57% at December 31, 2018	$	550,000	$	—	$	(4,864	)	$	545,136
Unsecured Revolving Credit Facility
Matures April 2022¹; borrowing level up to $449.5 million available at December 31, 2018; interest at LIBOR + 1.15%² or 3.65% at December 31, 2018	45,600		—		(3,796		)	41,804
Unsecured Term Loans
$95 million matures July 2021; interest at LIBOR + 1.30%² or 3.80% at December 31, 2018; $250 million matures October 2025; interest at LIBOR + 2.00% or 4.50% at December 31, 2018	345,000		—		(2,470		)	342,530
Mortgage Notes Payable—Fixed Rate
Generally due in monthly installments of principal and interest; maturing at various dates from September 2020 through June 2030; interest rates ranging from 3.78% to 6.78% at December 31, 2018	534,679		6,566		(584		)	540,661
Mortgage Notes Payable—Variable Rate
Due in monthly installments of principal and interest; maturing at various dates February 2022 through June 2025; interest at LIBOR + 1.50%-1.60%, ranging from 4.00% to 4.10% at December 31, 2018	73,491		—		(321		)	73,170
Total mortgage and other indebtedness	$	1,548,770	$	6,566	$	(12,035	)	$	1,543,301



____________________
1	The Company can extend the maturity date for two additional periods of six months each, subject to certain conditions.
2	The interest rates on our unsecured revolving credit facility and unsecured term loan varied at certain parts of the year due to provisions in the agreement and the amendment and restatement of the agreement.

The one month LIBOR interest rate was 1.76% and 2.50% as of December 31, 2019 and 2018, respectively.

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 the following amounts of amortization of debt issuance costs as a component of interest expense:



($ in thousands)	For the year ended December 31,
	2019		2018		2017
Amortization of debt issuance costs	$	2,762	$	3,944	$	2,534

Unsecured Revolving Credit Facility and Unsecured Term Loans

On April 24, 2018, the Company and Operating Partnership entered into the First Amendment (the “Amendment”) to the Fifth Amended and Restated Credit Agreement (the “Existing Credit Agreement,” and as amended by the Amendment, the “Amended Credit Agreement”), dated as of July 28, 2016, by and among the Operating Partnership, as borrower, the Company, as guarantor (pursuant to a springing guaranty, dated as of July 28, 2016), KeyBank National Association, as administrative agent, and the other lenders party thereto. The Amendment increases (i) the aggregate principal amount available under the

unsecured revolving credit facility (the “Credit Facility”) from $500 million to $600 million, (ii) the amount of the letter of credit issuances the Operating Partnership may utilize under the Credit Facility from $50 million to $60 million, and (iii) swingline loan capacity from $50 million to $60 million in same day borrowings. Under the Amended Credit Agreement, the Operating Partnership has the option to increase the Credit Facility to $1.2 billion (increased from $1 billion under the Existing Credit Agreement) upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Amended Credit Agreement, to provide such increased amounts.

The Amendment extends the scheduled maturity date of the Credit Facility from July 28, 2020 to April 22, 2022 (which maturity date may be extended for up to two additional periods of six months at the Operating Partnership’s option subject to certain conditions). Among other things, the Amendment also improves the Operating Partnership’s leverage ratio calculation by changing the definition of capitalization rate to six and one-half percent (6.5%) from six and three-fourths percent (6.75%), which increases the Operating Partnership’s total asset value as calculated under the Amended Credit Agreement

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 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 December 31, 2019, there was no balance outstanding under the Credit Facility. Additionally, we had letters of credit outstanding which totaled $1.2 million, against which no amounts were advanced as of December 31, 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 December 31, 2019, the value of the assets in our unencumbered asset pool, calculated pursuant to the Credit Facility agreement, was $1.4 billion. Taking into account outstanding borrowings on the line of credit, term loans, unsecured notes and letters of credit, we had $583.4 million available under our Credit Facility for future borrowings as of December 31, 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 December 31, 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 December 31, 2019, we were in compliance with all such covenants.

Mortgage Loans

Mortgage loans are secured by certain real estate and in some cases by guarantees from the Operating Partnership, and are generally due in monthly installments of interest and principal and mature over various terms through 2030.

Debt Maturities

The following table presents maturities of mortgage debt and corporate debt as of December 31, 2019:



($ in thousands)	Scheduled Principal Payments		Term Maturities		Total
2020	$	2,226	$	—	$	2,226
2021	2,303		—		2,303
2022	1,043		178,877		179,920
2023	806		256,517		257,323
2024	854		—		854
Thereafter	5,576		705,100		710,676
	$	12,808	$	1,140,494	$	1,153,302
Unamortized net debt premiums and issuance costs, net					(6,722		)
Total					$	1,146,580

Other Debt Activity

For the year ended December 31, 2019, we had total new borrowings of $75.0 million and total repayments of $470.5 million. In addition to the items mentioned above, the components of this activity were as follows:


•	We retired sixteen fixed-rate secured loans and one variable-rate secured loan for $250.9 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 during the year totaling $4.1 million.

The amount of interest capitalized in 2019, 2018, and 2017 was $1.9 million, $1.8 million, and $3.1 million, respectively.

Fair Value of Fixed and Variable Rate Debt

As of December 31, 2019, the estimated fair value of fixed rate debt was $864.0 million compared to the book value of$847.5 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 3.19% to 3.78%. As of December 31, 2019, the estimated fair value of variable rate debt was $307.6 million compared to the book value of $305.8 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 3.39% to 3.47%.