v3.22.2.2

Unsecured Credit Agreements | 9 Months Ended
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Sep. 30, 2022
Debt Disclosure [Abstract] |
Unsecured Credit Agreements | Unsecured Credit Agreements The following table summarizes the Company's unsecured credit agreements:
|  | Outstanding Balance |  |  |  |  |
(in thousands, except interest rates) |  | September 30, 2022 |  |  | December 31, 2021 |  |  | Interest Rate |  | Maturity Date
Unsecured revolving credit facility |  | $ | 219,537 |  |  | $ | 102,000 |  |  | Applicable reference rate + 0.85% (a) (b) (c) |  | Mar. 2026
Unsecured term loans: |  |  |  |  |  |  |  |  |  |
2022 Unsecured Term Loan |  |  | — |  |  |  | 60,000 |  |  | one-month LIBOR + 1.00% (c) |  | Feb. 2022 (e)
2024 Unsecured Term Loan |  |  | — |  |  |  | 190,000 |  |  | one-month LIBOR + 1.00% (c) |  | Jun. 2024 (f)
2026 Unsecured Term Loan |  |  | 400,000 |  |  |  | 400,000 |  |  | one-month LIBOR + 1.00% (c) |  | Feb. 2026
2027 Unsecured Term Loan |  |  | 200,000 |  |  |  | — |  |  | one-month adjusted SOFR + 0.95% (d) |  | Aug. 2027
2029 Unsecured Term Loan |  |  | 300,000 |  |  |  | — |  |  | one-month adjusted SOFR + 1.25% (d) |  | Aug. 2029
Total unsecured term loans |  |  | 900,000 |  |  |  | 650,000 |  |  |  |  |
Unamortized debt issuance costs, net |  |  | (5,622 | ) |  |  | (3,329 | ) |  |  |  |
Total unsecured term loans, net |  |  | 894,378 |  |  |  | 646,671 |  |  |  |  |
Senior unsecured notes: |  |  |  |  |  |  |  |  |  |
2027 Senior Unsecured Notes - Series A |  |  | 150,000 |  |  |  | 150,000 |  |  | 4.84% |  | Apr. 2027
2028 Senior Unsecured Notes - Series B |  |  | 225,000 |  |  |  | 225,000 |  |  | 5.09% |  | Jul. 2028
2030 Senior Unsecured Notes - Series C |  |  | 100,000 |  |  |  | 100,000 |  |  | 5.19% |  | Jul. 2030
2031 Senior Unsecured Public Notes |  |  | 375,000 |  |  |  | 375,000 |  |  | 2.60% |  | Sep. 2031
Total senior unsecured notes |  |  | 850,000 |  |  |  | 850,000 |  |  |  |  |
Unamortized debt issuance costs and original issuance discount, net |  |  | (5,633 | ) |  |  | (6,199 | ) |  |  |  |
Total senior unsecured notes, net |  |  | 844,367 |  |  |  | 843,801 |  |  |  |  |
Total unsecured debt, net |  | $ | 1,958,282 |  |  | $ | 1,592,472 |  |  |  |  |
(a) At September 30, 2022, a balance of $146.5 million was subject to the one-month SOFR of 3.04%. The remaining balance includes $100 million CAD borrowings remeasured to $73 million USD, which was subject to the one-month Canadian Dollar Offered Rate ("CDOR") of 3.76%. (b) At December 31, 2021, the applicable interest rate was one-month LIBOR plus 1.00% (c) At September 30, 2022 and December 31, 2021, one-month LIBOR was 3.14% and 0.10%, respectively. (d) At September 30, 2022, one-month SOFR was 3.04%. (e) The 2022 Unsecured Term Loan was paid in full in February 2022 with borrowings from the unsecured revolving credit facility. (f) The 2024 Unsecured Term Loan was paid in full in August 2022 with borrowings from the 2027 Unsecured Term Loan and 2029 Unsecured Term Loan. At September 30, 2022, the weighted average interest rate on all outstanding borrowings was 4.10%, exclusive of interest rate swap agreements. The Company is subject to various financial and operational covenants and financial reporting requirements pursuant to its unsecured credit agreements. These covenants require the Company to maintain certain financial ratios, including leverage, fixed charge coverage, debt service coverage, aggregate debt ratio, consolidated income available for debt to annual debt service charge, total unencumbered assets to total unsecured debt, and secured debt ratio, among others. As of September 30, 2022, and for all periods presented, the Company believes it was in compliance with all of its loan covenants. Failure to comply with the covenants would result in a default which, if the Company were unable to cure or obtain a waiver from the lenders, could accelerate the repayment of the obligations. Further, in the event of default, the Company may be restricted from paying dividends to its stockholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on the Company. On January 28, 2022, the Company amended and restated the unsecured revolving credit facility to increase the available borrowings to $1.0 billion and extend the maturity date to March 31, 2026. In addition to United States Dollars ("USD"), borrowings under the unsecured revolving credit facility can be made in Pound Sterling, Euros or Canadian Dollars ("CAD") up to an aggregate amount of $500.0 million. Prior to the amendment, borrowings under the credit facility were subject to interest at variable rates based on LIBOR plus a margin based on the Company's current credit rating ranging between 0.825% to 1.55% per annum. Borrowings under the amended credit facility are subject to interest only payments at variable rates equal to the applicable reference rate plus a margin based on the Company's credit rating, ranging between 0.725% and 1.400%. In addition, the amended credit facility is subject to a facility fee on the amount of the revolving commitments, based on the Company's credit rating. The applicable facility fee is 0.200% per annum. On August 1, 2022, the Company entered into two unsecured term loans, including a $200.0 million, five-year unsecured term loan that matures in 2027 (the "2027 Unsecured Term Loan"), and a $300.0 million, seven-year unsecured term loan that matures in 2029 (the "2029 Unsecured Term Loan"). Borrowings on the new term loans bear interest at variable rates based on adjusted SOFR, plus a margin based on the Company's credit rating, ranging between 0.80% and 1.60% per annum for the 2027 Unsecured Term Loan, and 1.15% and 2.20% per annum for the 2029 Unsecured Term Loan. Proceeds from the loans were used to repay in full the $190.0 million 2024 Unsecured Term Loan, including accrued interest, and a portion of the outstanding balance on the unsecured revolving credit facility. For the three and nine months ended September 30, 2022, the Company incurred $3.2 million and $7.0 million, respectively, in debt issuance costs associated with the unsecured revolving credit facility, 2027 Unsecured Term Loan and 2029 Unsecured Term Loan. For the three and nine months ended September 30, 2021, the Company incurred $4.1 million and $5.0 million, respectively, in debt issuance costs and original issuance discount associated with the 2031 Senior Public Notes and the amended 2026 Unsecured Term Loan. For each separate debt instrument, on a lender-by-lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment, the Company performed an assessment of whether the transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. Debt issuance costs are either deferred and amortized over the term of the associated debt or expensed as incurred. With respect to the amended unsecured revolving credit facility, and the 2027 Unsecured Term Loan and 2029 Unsecured Term Loan, the transactions were deemed to be new debt, and a modification of existing debt, and therefore the $3.2 million and $7.0 million of debt issuance costs incurred during the three and nine months ended September 30, 2022, respectively, were deferred and are being amortized over the term of the associated debt. Additionally, unamortized debt issuance costs of $0.2 million were expensed and included in Cost of debt extinguishment in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2022. With respect to the 2031 Senior Unsecured Public Notes and the amended 2026 Unsecured Term Loan, the transactions were deemed to be related to new debt and a modification of existing debt, and therefore the $3.4 million and $4.3 million of debt issuance costs paid to lenders were deferred and are being amortized over the term of the associated debt during the three and nine months ended September 30, 2021, respectively. Additionally, unamortized debt issuance costs of $0.2 million and $0.3 million were expensed and included in Cost of debt extinguishment in the accompany Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2021, respectively. Debt issuance costs and original issuance discounts are amortized as a component of Interest expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. T he following table summarizes debt issuance cost and original issuance discount amortization:
|  | For the Three Months Ended September 30, |  |  | For the Nine Months Ended September 30, |
(in thousands) |  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Debt issuance costs and original issuance discount amortization |  | $ | 948 |  |  | $ | 962 |  |  | $ | 2,704 |  |  | $ | 2,832 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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