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MORTGAGE AND OTHER INDEBTEDNESS
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
MORTGAGE AND OTHER INDEBTEDNESS MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Mortgages payable$149,477 $153,306 
Senior unsecured notes2,380,000 1,829,635 
Unsecured term loans700,000 820,000 
Unsecured revolving line of credit— — 
3,229,477 2,802,941 
Unamortized discounts and premiums, net24,013 35,765 
Unamortized debt issuance costs, net(13,562)(9,504)
Total mortgage and other indebtedness, net$3,239,928 $2,829,202 
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of September 30, 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)
$3,059,277 95 %4.18 %4.4
Variable rate debt(2)
170,200 5 %7.94 %1.9
Debt discounts, premiums and issuance costs, net10,451 N/AN/AN/A
Mortgage and other indebtedness, net$3,239,928 100 %4.38 %4.3
(1)Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of September 30, 2024, $700.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 1.1 years.
(2)Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of September 30, 2024, $155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.9 years.
Mortgages Payable 
The following table summarizes the Company’s mortgages payable (dollars in thousands):
September 30, 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)
$134,277 5.10 %7.4$136,306 5.09 %8.1
Variable rate mortgage payable(2)
15,200 7.02 %1.817,000 7.59 %2.6
Total mortgages payable$149,477 $153,306 
(1)The fixed rate mortgages had interest rates ranging from 3.75% to 5.73% as of September 30, 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 4.87% and 5.44% as of September 30, 2024 and December 31, 2023, respectively. Subsequent to September 30, 2024, the Secured Overnight Financing Rate (“SOFR”) replaced BSBY as the index for the variable rate mortgage.
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 nine months ended September 30, 2024, we made scheduled principal payments of $3.8 million related to amortizing loans.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands):
September 30, 2024December 31, 2023
Maturity DateBalanceInterest RateBalanceInterest Rate
Senior notes – 4.58% due 2024
June 30, 2024$— — %$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 7.98 %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 8.08 %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 – 4.95% due 2031
December 15, 2031350,000 4.95 %— — %
Senior notes – 5.50% due 2034(3)
March 1, 2034350,000 4.60 %— — %
Total senior unsecured notes$2,380,000 $1,829,635 
(1)$80,000 of 4.47% senior unsecured notes due 2025 has been swapped to a variable rate of three-month 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, as a result of hedging activities, the Company’s interest rate is 4.60%.
In January 2024, the Company completed a public offering of $350.0 million in aggregate principal amount of 5.50% senior unsecured notes due 2034 (the “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 were used to repay the $149.6 million principal balance of the 4.58% senior unsecured notes that matured on June 30, 2024 and the $120.0 million unsecured term loan that matured on July 17, 2024 (the “$120M Term Loan”) and for general corporate purposes.
In August 2024, the Company completed a public offering of $350.0 million in aggregate principal amount of 4.95% senior unsecured notes due 2031 (the “Notes Due 2031”). The Notes Due 2031 were priced at 99.328% of the principal amount to yield 5.062% to maturity and will mature on December 15, 2031, unless earlier redeemed. The Company expects the proceeds will be used to repay the $350.0 million principal balance of the 4.00% senior unsecured notes due 2025 (the “Notes Due 2025”) and for general corporate purposes.
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 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 nine months ended September 30, 2024 and 2023, we recognized approximately $1.0 million of interest expense related to 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 initial exchange rate is 39.6628 common shares per $1,000 principal amount of Exchangeable Notes, which is equivalent to an initial exchange price of approximately $25.21 per common share and an exchange premium of
approximately 25% based upon the closing price of $20.17 per common share on March 17, 2021. The exchange rate is subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. As of September 30, 2024, the exchange rate of the Exchangeable Notes is 40.6713 common shares per $1,000 principal amount of Exchangeable Notes due to adjustments related to dividends paid.
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 Operating Partnership 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 generally expected 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 represented a premium of approximately 50% over the last reported sale price of our common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions. We incurred $9.8 million of costs related to the Capped Call Transactions, which are included within “Additional paid-in capital” in the accompanying consolidated balance sheets.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands):
September 30, 2024December 31, 2023
Maturity DateBalanceInterest RateBalanceInterest Rate
Unsecured term loan due 2024 – fixed rate(1)
July 17, 2024$— — %$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$700,000 $820,000 
Unsecured credit facility revolving line of credit –
variable rate(5)
January 8, 2026$— 6.11 %$— 6.58 %
(1)As of December 31, 2023, $120,000 of SOFR-based variable rate debt had 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 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 September 30, 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 September 30, 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 September 30, 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 greenhouse gas emission reduction targets have not been achieved as of September 30, 2024.
The following table summarizes the key terms of the Revolving Facility as of September 30, 2024 (dollars in thousands):
Leverage-Based PricingInvestment Grade Pricing
Credit AgreementMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility Fee
SOFR 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 September 30, 2024, we were in compliance with all such covenants.
Subsequent to September 30, 2024, the Operating Partnership and the Company entered into the Third Amendment (the “Third Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Amended Credit Agreement”) that extended the maturity date of the Revolving Facility to October 3, 2028 with the option to extend such maturity date for either one one-year period or up to two six-month periods at the Company’s election, subject to the payment of an extension fee and certain other customary conditions. The credit spreads and facility fees for both the leverage-based and investment grade pricing grids remain the same; however, the Company has the ability to obtain more favorable pricing in certain circumstances when its total leverage ratio is (x) less than or equal to 35.0% or (y) greater than 35.0% but less than or equal to 37.5% with respect to not more than one fiscal quarter following a period in which the condition described in clause (x) was satisfied (the “Leverage Toggle”). In addition, the Third Amendment includes an adjustment to the sustainability-linked pricing provisions that allows the otherwise applicable interest rate margin to be reduced by up to two basis points if certain greenhouse gas emission reduction targets are achieved.
Unsecured Term Loans
As of September 30, 2024, the Operating Partnership has the following unsecured term loans: (i) a $250.0 million unsecured term loan due October 2025 (the “$250M Term Loan”), (ii) a $150.0 million unsecured term loan due July 2026 (the “$150M Term Loan”), and (iii) the $300M Term Loan that matures in July 2029, each of which bears interest at a rate of SOFR plus a credit spread. The $150M Term Loan and the $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 greenhouse gas emission reduction targets have not been achieved as of September 30, 2024.
The following table summarizes the key terms of the unsecured term loans as of September 30, 2024 (dollars in thousands):
Unsecured Term Loans
Maturity DateLeverage-Based Pricing
Credit Spread		Investment Grade Pricing
Credit Spread
SOFR Adjustment
$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.
The Operating Partnership has the option to increase the $150M Term Loan 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 the $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, without premium or penalty.
The Operating Partnership is permitted to prepay the $300M Term Loan in whole or in part, at any time, without premium or penalty.
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.
The Third Amendment also applied the Leverage Toggle and adjustment to the sustainability-linked pricing provisions to the $300M Term Loan.
In addition, subsequent to September 30, 2024, the Operating Partnership entered into the Second Amendment (the “Second Amendment”) to the term loan agreement related to the $250M Term Loan that extended the maturity date of the $250M Term Loan to October 24, 2027 with the option to extend such maturity date by one one-year period at the Company’s election, subject to the payment of an extension fee and certain other customary conditions. In conjunction with the Second Amendment, the $250M Term Loan will be priced on a ratings-based pricing grid with the interest rate equal to (x) a margin ranging from 0.75% to 1.60% or (y) a base rate plus a margin ranging from 0.00% to 0.60% and includes the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Third Amendment to the Amended Credit Agreement.
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):
Nine Months Ended September 30,
20242023
Amortization of debt issuance costs$2,978 $2,685 
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):
Nine Months Ended September 30,
20242023
Amortization of debt discounts, premiums and hedge instruments$10,581 $14,992 
In addition, the estimated amounts of the reduction to interest expense as of September 30, 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):
October 2024 through December 2024$3,011 
20257,486 
20265,832 
20274,914 
20284,904 
Thereafter4,462 
Total unamortized debt discounts, premiums and hedge instruments$30,609 
The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of September 30, 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$28,902 
Unamortized hedge instruments1,707 
Total unamortized debt discounts, premiums and hedge instruments30,609 
Unamortized hedge instruments (included in accumulated other comprehensive income)(1,707)
Fair value of variable interest rate swaps(4,889)
Unamortized discounts and premiums, net$24,013 
Fair Value of Fixed and Variable Rate Debt
As of September 30, 2024, the estimated fair value of fixed rate debt was $2.5 billion compared to the book value of $2.5 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 5.18% to 6.26%. As of September 30, 2024, the estimated fair value of variable rate debt was $717.0 million compared to the book value of $715.2 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 6.00% to 6.05%.