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MORTGAGE AND OTHER INDEBTEDNESS
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
MORTGAGE AND OTHER INDEBTEDNESS MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of March 31, 2022 and December 31, 2021:
($ in thousands)March 31, 2022December 31, 2021
Mortgages payable$350,383 $392,590 
Senior unsecured notes1,924,635 1,924,635 
Unsecured term loans720,000 720,000 
Revolving line of credit135,000 55,000 
3,130,018 3,092,225 
Unamortized discounts and premiums, net59,360 69,425 
Unamortized debt issuance costs, net(10,260)(10,842)
Total mortgage and other indebtedness, net$3,179,118 $3,150,808 
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of March 31, 2022, considering the impact of interest rate swaps, is summarized below:
($ in thousands)Amount
Outstanding		RatioWeighted Average
Interest Rate		Weighted
Average Years to Maturity
Fixed rate debt(1)
$2,811,125 90 %4.00 %4.4
Variable rate debt(2)
318,893 10 %3.11 %4.3
Debt discounts, premiums and issuance costs, net49,100 N/AN/AN/A
Total$3,179,118 100 %3.90 %4.4
(1)Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of March 31, 2022, $720.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 3.0 years.
(2)Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of March 31, 2022, $155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 3.4 years.
Mortgages Payable 
The following table summarizes the Company’s mortgages payable:
March 31, 2022December 31, 2021
($ in thousands)BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity		BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity
Fixed rate mortgages payable(1)
$321,490 4.09 %1.6$363,577 4.13 %1.7
Variable rate mortgage payable(2)
28,893 2.05 %1.329,013 1.70 %0.1
Total mortgages payable$350,383 $392,590 
(1)The fixed rate mortgages had interest rates ranging from 3.75% to 5.73% as of March 31, 2022 and December 31, 2021.
(2)The interest rate on the variable rate mortgage is based on LIBOR plus 160 basis points. The one-month LIBOR rate was 0.45% and 0.10% as of March 31, 2022 and December 31, 2021, 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 three months ended March 31, 2022, we repaid a $41.2 million mortgage payable that had a fixed interest rate of 4.43% and made scheduled principal payments of $1.0 million related to amortizing loans.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes:
March 31, 2022December 31, 2021
($ 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 2024(1)
June 30, 2024149,635 4.58 %149,635 4.58 %
Senior notes – 4.00% due 2025(2)
March 15, 2025350,000 4.00 %350,000 4.00 %
Senior notes – LIBOR + 3.65% due 2025(3)
September 10, 202580,000 4.61 %80,000 3.86 %
Senior notes – 4.08% due 2026(1)
September 30, 2026100,000 4.08 %100,000 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 %175,000 0.75 %
Senior notes – LIBOR + 3.75% due 2027(4)
September 10, 202775,000 4.71 %75,000 3.96 %
Senior notes – 4.24% due 2028(1)
December 28, 2028100,000 4.24 %100,000 4.24 %
Senior notes – 4.82% due 2029(1)
June 28, 2029100,000 4.82 %100,000 4.82 %
Senior notes – 4.75% due 2030(2)
September 15, 2030400,000 4.75 %400,000 4.75 %
Total senior unsecured notes$1,924,635 $1,924,635 
(1)Private placement notes assumed in connection with the Merger.
(2)Publicly 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 three-month LIBOR plus 3.65% through September 10, 2025.
(4)$75,000 of 4.57% senior unsecured notes has been swapped to a variable rate of three-month LIBOR plus 3.75% through September 10, 2025.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit:
March 31, 2022December 31, 2021
($ in thousands)Maturity DateBalanceInterest RateBalanceInterest Rate
Unsecured term loan due 2023 – fixed rate(1)(2)
November 22, 2023$200,000 4.10 %$200,000 4.10 %
Unsecured term loan due 2024 – fixed rate(1)(3)
July 17, 2024120,000 2.88 %120,000 2.88 %
Unsecured term loan due 2025 – fixed rate(4)(5)
October 24, 2025250,000 5.09 %250,000 5.09 %
Unsecured term loan due 2026 – fixed rate(1)(6)
July 17, 2026150,000 2.97 %150,000 2.97 %
Total unsecured term loans$720,000 $720,000 
Unsecured credit facility revolving line of credit –
variable rate(1)(7)
January 8, 2026$135,000 1.55 %$55,000 1.20 %
(1)Unsecured 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 March 31, 2022 and 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 March 31, 2022 and 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)The 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.
(6)$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 March 31, 2022 and December 31, 2021.
(7)The 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. Subsequent to March 31, 2022, the $125.0 million short-term deposit was used to repay outstanding borrowings.
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. As of March 31, 2022, making such an election would have resulted in a lower interest rate; however, the Company has not made the election to convert to the ratings-based pricing grid. 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 (i) a maximum leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a maximum secured indebtedness ratio; (iv) a maximum unsecured leverage ratio; and (v) a minimum unencumbered interest coverage ratio. As of March 31, 2022, we were in compliance with all such covenants.
As of March 31, 2022, we had letters of credit outstanding which totaled $1.5 million, against which no amounts were advanced as of March 31, 2022.
Unsecured Term Loans
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 Unsecured Term Loans are currently priced on a leverage-based pricing grid. In accordance with the respective term loan agreements, 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 a ratings-based pricing grid at any time. As of March 31, 2022, the Company has not made the election to convert to a ratings-based pricing grid.
The following table summarizes the key terms of the Unsecured Term Loans assumed:
Unsecured Term Loans AssumedMaturity 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.
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 $250M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023.
Debt Issuance Costs
Debt issuance costs are amortized on a straight-line basis over the terms of the respective loan agreements. The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income:
Three Months Ended March 31,
($ in thousands)20222021
Amortization of debt issuance costs$650 $578 
Fair Value of Fixed and Variable Rate Debt
As of March 31, 2022, the estimated fair value of fixed rate debt was $2.3 billion compared to the book value of $2.2 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 3.85% to 5.26%. As of March 31, 2022, the estimated fair value of variable rate debt was $886.9 million compared to the book value of $883.8 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 1.55% to 3.45%.