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MORTGAGE AND OTHER INDEBTEDNESS
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
MORTGAGE AND OTHER INDEBTEDNESS MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Mortgages payable$152,038 $153,306 
Senior unsecured notes2,179,635 1,829,635 
Unsecured term loans820,000 820,000 
Unsecured revolving line of credit— — 
3,151,673 2,802,941 
Unamortized discounts and premiums, net28,067 35,765 
Unamortized debt issuance costs, net(12,227)(9,504)
Total mortgage and other indebtedness, net$3,167,513 $2,829,202 
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of March 31, 2024, considering the impact of interest rate swaps, is summarized below (dollars in thousands):
Amount
Outstanding		RatioWeighted Average
Interest Rate		Weighted Average Years
to Maturity
Fixed rate debt(1)
$2,980,273 95 %4.05 %4.2
Variable rate debt(2)
171,400 5 %9.09 %2.4
Debt discounts, premiums and issuance costs, net15,840 N/AN/AN/A
Mortgage and other indebtedness, net$3,167,513 100 %4.33 %4.1
(1)Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of March 31, 2024, $820.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 1.4 years.
(2)Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of March 31, 2024, $155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 1.4 years.
Mortgages Payable 
The following table summarizes the Company’s mortgages payable (dollars in thousands):
March 31, 2024December 31, 2023
BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity		BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity
Fixed rate mortgages payable(1)
$135,638 5.09 %7.8$136,306 5.09 %8.1
Variable rate mortgage payable(2)
16,400 7.50 %2.317,000 7.59 %2.6
Total mortgages payable$152,038 $153,306 
(1)The fixed rate mortgages had interest rates ranging from 3.75% to 5.73% as of March 31, 2024 and December 31, 2023.
(2)The interest rate on the variable rate mortgage is based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus 215 basis points. The one-month BSBY rate was 5.35% and 5.44% as of March 31, 2024 and December 31, 2023, respectively.
Mortgages payable, which 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 2033. During the three months ended March 31, 2024, we made scheduled principal payments of $1.3 million related to amortizing loans.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands):
March 31, 2024December 31, 2023
Maturity DateBalanceInterest RateBalanceInterest Rate
Senior notes – 4.58% due 2024
June 30, 2024$149,635 4.58 %$149,635 4.58 %
Senior notes – 4.00% due 2025
March 15, 2025350,000 4.00 %350,000 4.00 %
Senior notes – SOFR + 3.65% due 2025(1)
September 10, 202580,000 9.21 %80,000 9.27 %
Senior notes – 4.08% due 2026
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 – SOFR + 3.75% due 2027(2)
September 10, 202775,000 9.31 %75,000 9.37 %
Senior notes – 4.24% due 2028
December 28, 2028100,000 4.24 %100,000 4.24 %
Senior notes – 4.82% due 2029
June 28, 2029100,000 4.82 %100,000 4.82 %
Senior notes – 4.75% due 2030
September 15, 2030400,000 4.75 %400,000 4.75 %
Senior notes – 5.50% due 2034(3)
March 1, 2034350,000 4.60 %— — %
Total senior unsecured notes$2,179,635 $1,829,635 
(1)$80,000 of 4.47% senior unsecured notes due 2025 has been swapped to a variable rate of three-month Secured Overnight Financing Rate (“SOFR”) plus 3.65% through September 10, 2025.
(2)$75,000 of 4.57% senior unsecured notes due 2027 has been swapped to a variable rate of three-month SOFR plus 3.75% through September 10, 2025.
(3)The coupon rate of the Notes Due 2034 (defined below) is 5.50%; however, due to hedging activities, the Company’s interest rate is 4.60%.
During the three months ended March 31, 2024, the Company completed a public offering of $350.0 million in aggregate principal amount of 5.50% senior unsecured notes due 2034 (“Notes Due 2034”). The Notes Due 2034 were priced at 98.670% of the principal amount to yield 5.673% to maturity and will mature on March 1, 2034, unless earlier redeemed. The proceeds will be used to satisfy the $269.6 million of debt maturities due in 2024 and for general corporate purposes.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands):
March 31, 2024December 31, 2023
Maturity DateBalanceInterest RateBalanceInterest Rate
Unsecured term loan due 2024 – fixed rate(1)
July 17, 2024$120,000 2.68 %$120,000 2.68 %
Unsecured term loan due 2025 – fixed rate(2)
October 24, 2025250,000 5.09 %250,000 5.09 %
Unsecured term loan due 2026 – fixed rate(3)
July 17, 2026150,000 2.73 %150,000 2.73 %
Unsecured term loan due 2029 – fixed rate(4)
July 29, 2029300,000 3.82 %300,000 3.82 %
Total unsecured term loans$820,000 $820,000 
Unsecured credit facility revolving line of credit –
variable rate(5)
January 8, 2026$— 6.49 %$— 6.58 %
(1)$120,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 1.58% plus a credit spread based on a ratings grid ranging from 0.80% to 1.65% through July 17, 2024. The applicable credit spread was 1.10% as of March 31, 2024 and December 31, 2023.
(2)$250,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 5.09% through October 24, 2025. The maturity date of the term loan may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.
(3)$150,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a ratings grid ranging from 0.75% to 1.60% through July 17, 2026. The applicable credit spread was 1.05% as of March 31, 2024 and December 31, 2023.
(4)$300,000 of SOFR-based variable rate debt has been swapped to a fixed rate of 2.47% plus a credit spread based on a ratings grid ranging from 1.15% to 2.20% through August 1, 2025. The applicable credit spread was 1.35% as of March 31, 2024 and December 31, 2023.
(5)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.
Unsecured Revolving Credit Facility
In July 2022, the Operating Partnership, as borrower, and the Company entered into the Second Amendment (the “Second Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”) with a syndicate of financial institutions to provide for an unsecured revolving credit facility aggregating $1.1 billion (the “Revolving Facility”) and a seven-year $300.0 million unsecured term loan (the “$300M Term Loan”). Under the Second Amendment, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans in an aggregate amount for all such increases and additional loans of up to $600.0 million, for a total facility amount of up to $2.0 billion. The Revolving Facility has 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.
Borrowings under the Revolving Facility bear interest at a rate per annum equal to SOFR 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 SOFR rate is also subject to an additional 0.10% spread adjustment as specified in the Second Amendment. 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, 2024, making such an election would have resulted in a lower interest rate; however, the Company had 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 as of March 31, 2024 (dollars in thousands):
Leverage-Based PricingInvestment Grade Pricing
Credit AgreementMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility FeeSOFR Adjustment
$1,100,000 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%
0.10%
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, 2024, we were in compliance with all such covenants.
Unsecured Term Loans
As of March 31, 2024, the Operating Partnership has the following unsecured term loans: (i) a $120.0 million unsecured term loan due July 2024 (the “$120M Term Loan”), (ii) a $250.0 million unsecured term loan due October 2025 (the “$250M Term Loan”), (iii) a $150.0 million unsecured term loan due July 2026 (the “$150M Term Loan”), and (iv) the $300M Term Loan that matures in July 2029, each of which bears interest at a rate of SOFR plus a credit spread. The $120M Term Loan, $150M Term Loan and $300M Term Loan are each priced on a ratings-based pricing grid while the $250M Term Loan is priced on a leverage-based pricing grid. The agreements related to the $150M Term Loan and $300M Term Loan include 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 in each agreement.
The following table summarizes the key terms of the unsecured term loans as of March 31, 2024 (dollars in thousands):
Unsecured Term Loans
Maturity DateLeverage-Based Pricing
Credit Spread		Investment Grade Pricing
Credit Spread		SOFR Adjustment
$120,000 unsecured term loan due 2024
7/17/2024
1.20% – 1.70%
0.80% – 1.65%
0.10%
$250,000 unsecured term loan due 2025
10/24/2025(1)
2.00% – 2.55%
2.00% – 2.50%
0.10%
$150,000 unsecured term loan due 2026
7/17/2026
1.20% – 1.70%
0.75% – 1.60%
0.10%
$300,000 unsecured term loan due 2029
7/29/2029N/A
1.15% – 2.20%
0.10%
(1)The maturity date may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.
Under the agreement related to the $120M Term Loan and the $150M Term Loan, 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. The Operating Partnership is permitted to prepay each of the $120M Term Loan and $150M Term Loan, in whole or in part, at any time without being subject to a prepayment fee.
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 term loan 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.
The Operating Partnership is permitted to prepay the $300M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before July 29, 2024.
The unsecured term loan agreements 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 unsecured term loan agreements all rank pari passu with the Operating Partnership’s Revolving Facility and other unsecured indebtedness of the Operating Partnership.
Debt Issuance Costs
Debt issuance costs are amortized 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 (in thousands):
Three Months Ended March 31,
20242023
Amortization of debt issuance costs$929 $888 
Debt Discounts and Premiums
Debt discounts and premiums, including the related value of interest rate swaps that were assumed in the October 2021 merger with RPAI, are amortized over the terms of the respective loan agreements. The following amounts of amortization are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands):
Three Months Ended March 31,
20242023
Amortization of debt discounts, premiums and hedge instruments$3,756 $5,003 
In addition, the estimated amounts of reduction to interest expense as of March 31, 2024 for each of the next five years and thereafter related to the amortization of debt discounts, premiums and assumed hedge instruments, assuming these instruments are held to maturity, are as follows (in thousands):
April 2024 through December 2024$9,955 
20257,807 
20266,152 
20275,235 
20285,225 
Thereafter5,411 
Total unamortized debt discounts, premiums and hedge instruments$39,785 
The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of March 31, 2024 to the balance of unamortized discounts and premiums, net (in thousands):
Unamortized discounts and premiums on mortgages payable, senior unsecured notes and unsecured term loans$37,274 
Unamortized hedge instruments2,511 
Total unamortized debt discounts, premiums and hedge instruments39,785 
Unamortized hedge instruments (included in accumulated other comprehensive income)(2,511)
Fair value of variable interest rate swaps(9,207)
Unamortized discounts and premiums, net$28,067 
Fair Value of Fixed and Variable Rate Debt
As of March 31, 2024, the estimated fair value of fixed rate debt was $2.2 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 5.75% to 7.11%. As of March 31, 2024, the estimated fair value of variable rate debt was $839.9 million compared to the book value of $836.4 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 6.48% to 7.33%.