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MORTGAGE AND OTHER INDEBTEDNESS
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
MORTGAGE AND OTHER INDEBTEDNESS MORTGAGE AND OTHER INDEBTEDNESS
The Company has the following types of indebtedness:
December 31,
20212020
Mortgages payable$392,590 $351,076 
Senior unsecured notes1,924,635 550,000 
Unsecured term loans720,000 250,000 
Revolving line of credit55,000 25,000 
3,092,225 1,176,076 
Unamortized discounts and premiums, net69,425 1,732 
Unamortized debt issuance costs, net(10,842)(7,014)
Total mortgage and other indebtedness, net$3,150,808 $1,170,794 
Consolidated indebtedness, including weighted average maturities and weighted average interest rates as of December 31, 2021, considering the impact of interest rate swaps, is summarized below:
Amount
Outstanding		RatioWeighted Average
Interest Rate		Weighted
Average Maturity
(in years)
Fixed rate debt1
$2,853,212 92 %4.00 %4.6
Variable rate debt2
239,013 8 %3.01 %4.2
Debt discounts, premiums and issuance costs, net58,583 N/AN/AN/A
Total$3,150,808 100 %3.92 %4.6
1Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of December 31, 2021, $720.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 3.2 years.
2Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of December 31, 2021, $155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 3.7 years.
Mortgages Payable 
The following table summarizes the Company’s mortgages payable:
December 31, 2021December 31, 2020
($ in thousands)BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity		BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity
Fixed rate mortgages payable1
$363,577 4.13 %1.7$295,966 4.12 %2.1
Variable rate mortgage payable2
29,013 1.70 %0.155,110 1.74 %1.1
Total mortgages payable$392,590 $351,076 
1The fixed rate mortgages had interest rates ranging from 3.75% to 5.73% and 3.78% to 5.73% as of December 31, 2021 and 2020, respectively.
2The interest rate on the variable rate mortgage is based on LIBOR plus 160 basis points. The one-month LIBOR rate was 0.10% and 0.14% as of December 31, 2021 and 2020, respectively.
Mortgages payable are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2032. During the year ended December 31, 2021, we made scheduled principal payments of $2.7 million related to amortizing loans and paid down $25.4 million on a variable rate mortgage payable.
In connection with the Merger, the Company assumed mortgage loans totaling $90.7 million (including fair market value adjustments of $0.6 million), of which the Company repaid a $24.1 million mortgage at the closing of the Merger. In addition, the Company assumed a mortgage loan with a principal balance of $3.6 million and an interest rate of 3.8% that matures in 2032 in conjunction with the acquisition of the multi-tenant retail outparcel at Nora Plaza on December 22, 2021.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes:
December 31, 2021December 31, 2020
($ in thousands)Maturity DateBalanceInterest RateBalanceInterest Rate
Senior notes – 4.23% due 2023
September 10, 2023$95,000 4.23 %$95,000 4.23 %
Senior notes – 4.58% due 20241
June 30, 2024149,635 4.58 %— — %
Senior notes – 4.00% due 20252
March 15, 2025350,000 4.00 %— — %
Senior notes – LIBOR + 3.65% due 20253
September 10, 202580,000 3.75 %80,000 4.47 %
Senior notes – 4.08% due 20261
September 30, 2026100,000 4.08 %— — %
Senior notes – 4.00% due 2026
October 1, 2026300,000 4.00 %300,000 4.00 %
Senior exchangeable notes – 0.75% due 2027
April 1, 2027175,000 0.75 %— — %
Senior notes – LIBOR + 3.75% due 20274
September 10, 202775,000 3.85 %75,000 4.57 %
Senior notes – 4.24% due 20281
December 28, 2028100,000 4.24 %— — %
Senior notes – 4.82% due 20291
June 28, 2029100,000 4.82 %— — %
Senior notes – 4.75% due 20302
September 15, 2030400,000 4.75 %— — %
Total senior unsecured notes$1,924,635 $550,000 
1Private placement notes assumed in connection with the Merger.
2Publicly placed notes assumed in connection with the Merger.
3$80,000 of 4.47% senior unsecured notes has been swapped to a variable rate of LIBOR plus 3.65% through September 10, 2025.
4$75,000 of 4.57% senior unsecured notes has been swapped to a variable rate of LIBOR plus 3.75% through September 10, 2025.
Private Placement Senior Unsecured Notes Assumed in the Merger
On October 22, 2021, in connection with the Merger, the Operating Partnership entered into a number of assumption agreements pursuant to which the Operating Partnership assumed all of RPAI’s obligations under RPAI’s existing Note Purchase Agreements (“NPAs”) related to an aggregate of $450.0 million in principal of privately placed senior unsecured notes (“Private Placement Notes”). Each series of Private Placement Notes require semi-annual interest payments each year until maturity. The Operating Partnership may prepay at any time all, or from time to time any part of, any series of the Private Placement Notes, in an amount not less than 5% of the aggregate principal amount of such series of the Private Placement Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the applicable NPA). The Make-Whole Amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Private Placement Notes being prepaid over the amount of such Notes.
Each NPA contains customary financial maintenance covenants including a maximum total leverage ratio, secured leverage ratio and unsecured leverage ratio and a minimum interest coverage ratio. Each NPA also contains restrictive covenants that restrict the ability of the Operating Partnership and its subsidiaries to, among other things, enter into transactions with affiliates, merge or consolidate, transfer assets or incur liens.
Further, each NPA contains customary events of default, including in relation to non-payment, breach of covenants, defaults under certain other indebtedness, judgment defaults and bankruptcy events. In the case of an event of default, the holders of the Private Placement Notes may, among other remedies, accelerate the payment of all obligations.
Publicly Placed Senior Unsecured Notes Assumed in the Merger
On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $750.0 million aggregate principal of publicly placed senior unsecured notes (“Public Placement Notes”). The Public Placement Notes require semi-annual interest payments each year until maturity.
The Public Placement Notes are the direct, senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all of its existing and future unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the Public Placement Notes at its option and in its sole discretion, at any time or from time to time prior to three months prior to the respective maturity date (such date, the “Par Call Date”), at a redemption price equal to 100% of the principal amount of the applicable Public Placement Notes being redeemed, plus accrued and unpaid interest and a “make-whole” premium calculated in accordance with the indenture. Redemptions on or after the respective Par Call Date are not subject to the addition of a “make-whole” premium.
Exchangeable Senior Notes
In March 2021, the Operating Partnership issued $175.0 million aggregate principal amount of 0.75% Exchangeable Senior Notes maturing in April 2027 (the “Exchangeable Notes”). The Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company and U.S. Bank National Association, as trustee. The Exchangeable Notes were sold in the U.S. only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the offering of the Exchangeable Notes were approximately $169.7 million after deducting the underwriting fees and other expenses paid by the Company.
The Exchangeable Notes bear interest at a rate of 0.75% per annum, payable semi-annually in arrears, and will mature on April 1, 2027. During the year ended December 31, 2021, we recognized approximately $1.6 million of interest expense for the Exchangeable Notes.
Prior to January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof, only upon certain circumstances and during certain periods. On or after January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the Maturity Date. The exchange rate will initially equal 39.6628 common shares per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $25.21 per common share and an exchange premium of approximately 25% based on the closing price of $20.17 per common share on March 17, 2021). The exchange rate will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest.
The Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
In connection with the Exchangeable Notes, the Operating Partnership entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Exchangeable Notes or their respective affiliates. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the number of common shares underlying the Exchangeable Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes. The cap price of the Capped Call Transactions was initially approximately $30.26, which represents a premium of approximately 50% over the last reported sale price of common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was $9.8 million and is recorded within additional paid-in capital.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit:
December 31, 2021December 31, 2020
($ in thousands)Maturity DateBalanceInterest RateBalanceInterest Rate
Unsecured term loan due 2023 – fixed rate1,2
November 22, 2023$200,000 4.10 %$— — %
Unsecured term loan due 2024 – fixed rate1,3
July 17, 2024120,000 2.88 %— — %
Unsecured term loan due 2025 – fixed rate4,6
October 24, 2025250,000 5.09 %250,000 2.14 %
Unsecured term loan due 2026 – fixed rate1,5
July 17, 2026150,000 2.97 %— — %
Total unsecured term loans$720,000 $250,000 
Unsecured credit facility revolving line of credit –
variable rate1,7
January 8, 2026$55,000 1.20 %$25,000 1.29 %
1Unsecured term loans and revolving line of credit assumed in connection with the Merger.
2$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of December 31, 2021.
3$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of December 31, 2021.
4$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 5.09% through October 24, 2025.
5$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 1.77% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2026. The applicable credit spread was 1.20% as of December 31, 2021.
6The maturity date of the term loan may be extended for up to three additional periods of one year at the Operating Partnership’s option, subject to certain conditions.
7The revolving line of credit has two six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.
Unsecured Revolving Credit Facility
On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI), as borrower, entered into the First Amendment (the “First Amendment”) to the Credit Agreement (as defined below) with KeyBank National Association (“KeyBank”), as administrative agent, and the lenders party thereto. The First Amendment amends the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”), among RPAI, as borrower, KeyBank, as administrative agent, and the lenders from time to time party thereto, which provides for an $850.0 million unsecured revolving credit facility (the “Revolving Facility”) with a scheduled maturity date of January 8, 2026 (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).
Under the Credit Agreement, the Operating Partnership has the option to increase the Revolving Facility to an aggregate committed amount of $1.6 billion 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 Credit Agreement, to provide such increased amounts.
Borrowings under the Revolving Facility bear interest at a rate per annum equal to LIBOR or the alternative base rate plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively. The Revolving Facility is currently priced on the leverage-based pricing grid. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. The Credit Agreement includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
The following table summarizes the key terms of the Revolving Facility:
Leverage-Based PricingInvestment Grade Pricing
Credit AgreementMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility Fee
$850,000 unsecured revolving line of credit
1/8/2026
2 six-month
0.075%
1.05%–1.50%
0.15%–0.30%
0.725%–1.40%
0.125%–0.30%
The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including:
•a maximum leverage ratio of 60%, which may be increased to 65% during the quarter in which a material acquisition occurs and the immediately following fiscal quarter up to two times during the term of the Credit Agreement;
•an adjusted EBITDA to fixed charges coverage ratio of at least 1.50 to 1.00;
•a ratio of secured indebtedness to total asset value of no more than 45%;
•a ratio of unsecured debt to the value of a pool of unencumbered properties not to exceed 60%, which may be increased to 65% during the quarter in which a material acquisition occurs and the immediately following fiscal quarter up to two times during the term of the Credit Agreement; and
•a ratio of net operating income attributable to a pool of unencumbered properties to unsecured debt interest expense to be not less than 1.75 to 1.00 at any time.
As of December 31, 2021, we were in compliance with all such covenants.
The Credit Agreement includes customary representations and warranties, which must continue to be true and correct in all material respects as a condition to future draws under the Revolving Facility. The Credit Agreement also contains customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations under the Credit Agreement to be immediately due and payable.
As of December 31, 2021, we had letters of credit outstanding which totaled $1.5 million, against which no amounts were advanced as of December 31, 2021.
The Operating Partnership previously had a $600.0 million unsecured revolving credit facility that bore interest at a rate of LIBOR plus a credit spread ranging from 1.05% to 1.50% and was scheduled to mature on April 22, 2022. In connection with the Operating Partnership’s assumption of RPAI’s Sixth Amended and Restated Credit Agreement, the Operating Partnership terminated its existing revolving credit facility provided pursuant to the Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016, by and among the Operating Partnership, the Company, KeyBank, as administrative agent, and the lenders party thereto.
Unsecured Term Loans Assumed in the Merger
On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $470.0 million aggregate principal of unsecured term loans (“Unsecured Term Loans”). The following table summarizes the key terms of the Unsecured Term Loans assumed:
Unsecured Term LoansMaturity DateLeverage-Based Pricing
Credit Spread		Investment Grade Pricing
Credit Spread
$200,000 unsecured term loan due 2023
11/22/2023
1.20% – 1.85%
0.85% – 1.65%
$120,000 unsecured term loan due 2024
7/17/2024
1.20% – 1.70%
0.80% – 1.65%
$150,000 unsecured term loan due 2026
7/17/2026
1.20% – 1.70%
0.75% – 1.60%
Under the agreement related to the $120.0 million and $150.0 million term loans, the Operating Partnership has the option to increase each of the term loans to $250.0 million 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 term loan agreement, to provide such increased amounts. In addition, under the agreement related to the $200.0 million term loan, the Operating Partnership has the option to increase the term loan to $300.0 million 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 term loan agreement, to provide such increased amounts.
The agreements related to the Unsecured Term Loans assumed in the Merger contain representations, financial and other affirmative and negative covenants and events of default that are substantially similar to those contained in the Credit Agreement. The agreement related to the $150.0 million term loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.
Existing Unsecured Term Loan Due 2025
On October 25, 2018, the Operating Partnership entered into a Term Loan Agreement (the “Agreement”) with KeyBank National Association, as Administrative Agent, and the other lenders party thereto, providing for an unsecured term loan facility of up to $250.0 million (the “$250M Term Loan”). The $250M Term Loan ranks pari passu with the Operating Partnership’s existing Revolving Facility and other unsecured indebtedness of the Operating Partnership.
The $250M 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 $250M Term Loan to $300.0 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 $250M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023.
Debt Issuance Costs
Debt issuance costs are amortized on a straight-line basis over the terms of the respective loan agreements.
The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income:
Year ended December 31,
($ in thousands)202120202019
Amortization of debt issuance costs$2,681 $2,135 $2,762 
Debt Maturities
The following table presents maturities of mortgage debt and corporate debt as of December 31, 2021:
Secured Debt
($ in thousands)Scheduled
Principal Payments		Term
Maturities		Unsecured DebtTotal
2022$3,674 $153,500 $— $157,174 
20232,600 191,605 295,000 489,205 
20242,721 — 269,635 272,356 
20252,848 — 430,000 432,848 
20262,981 — 605,000 607,981 
Thereafter30,181 2,480 1,100,000 1,132,661 
 $45,005 $347,585 $2,699,635 $3,092,225 
Debt discounts, premiums and issuance costs, net 58,583 
Total  $3,150,808 
Other Debt Activity
The amount of interest capitalized during the years ended December 31, 2021, 2020, and 2019 was $1.6 million, $1.5 million, and $1.9 million, respectively.
Fair Value of Fixed and Variable Rate Debt
As of December 31, 2021, the estimated fair value of fixed rate debt was $2.4 billion compared to the book value of $2.3 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 2.90% to 4.40%. As of December 31, 2021, the estimated fair value of variable rate debt was $806.4 million compared to the book value of $804.0 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 1.20% to 3.60%.