Debt

6 Months Ended

Jun. 30, 2019

7. Debt

A summary of the Company’s consolidated indebtedness is as follows (dollars in thousands):

	Interest Rate at						Carrying Value at
	June 30,		December 31,		Maturity Date at		June 30,			December 31,
	2019		2018		June 30, 2019		2019			2018
Mortgages Payable
Core Fixed Rate	3.88%-6.00%		3.88%-6.00%		Feb 2024 - Apr 2035		$	177,250		$	178,271
Core Variable Rate - Swapped ^(a)	3.41%-5.67%		3.41%-5.67%		Jan 2023 - Nov 2028			33,074			82,583
Total Core Mortgages Payable								210,324			260,854
Fund II Fixed Rate	1.00%-4.75%		1.00%-4.75%		May 2020 - Aug 2042			205,263			205,262
Fund II Variable Rate	LIBOR+1.39%-LIBOR+3.00%			—	March 2022			23,598			—
Fund II Variable Rate - Swapped ^(a)	4.27%		4.27%		Nov 2021			19,201			19,325
Total Fund II Mortgages Payable								248,062			224,587
Fund III Variable Rate	LIBOR+2.65%-LIBOR+4.65%		Prime+0.50%-LIBOR+4.65%		Jun 2020 - Jul 2020			91,211			90,096
Fund IV Fixed Rate	3.40%-4.50%		3.40%-4.50%		Oct 2025 - Jun 2026			8,190			8,189
Fund IV Variable Rate	LIBOR+1.60%-LIBOR+3.40%		LIBOR+1.60%-LIBOR+3.95%		July 2019 - Apr 2022			176,270			233,065
Fund IV Variable Rate - Swapped ^(a)	3.67%-4.81%		3.67%-4.23%		Mar 2020 - Dec 2022			93,214			71,841
Total Fund IV Mortgages Payable								277,674			313,095
Fund V Variable Rate	LIBOR+2.15%-LIBOR+2.25%		LIBOR+2.25%		Oct 2020 - Jan 2021			51,506			51,506
Fund V Variable Rate - Swapped ^(a)	4.01%-4.78%		4.61%-4.78%		Feb 2021 - Mar 2024			156,900			86,570
Total Fund V Mortgage Payable								208,406			138,076
Net unamortized debt issuance costs								(10,510	)		(10,173	)
Unamortized premium								702			753
Total Mortgages Payable							$	1,025,869		$	1,017,288
Unsecured Notes Payable
Core Term Loans		—	LIBOR+1.25%		Mar 2023		$	—		$	383
Core Variable Rate Unsecured Term Loans - Swapped ^(a)	2.49%-5.02%		2.54%-3.59%		Mar 2023			350,000			349,617
Total Core Unsecured Notes Payable								350,000			350,000
Fund II Unsecured Notes Payable	LIBOR+1.65%		LIBOR+1.40%		Sep 2020			40,000			40,000
Fund IV Term Loan/Subscription Facility	LIBOR+1.65%-LIBOR+2.00%		LIBOR+1.65%-LIBOR+2.75%		Dec 2019 - June 2021			87,625			40,825
Fund V Subscription Facility	LIBOR+1.60%		LIBOR+1.60%		May 2020			143,400			102,800

Net unamortized debt issuance costs								(818	)		(368	)
Total Unsecured Notes Payable							$	620,207		$	533,257
Unsecured Line of Credit
Core Unsecured Line of Credit		—		—		—	$	—		$	—
Core Unsecured Line of Credit - Swapped ^(a)	2.49%-5.02%			—	Mar 2022			39,000			—
Total Unsecured Line of Credit							$	39,000		$	—

Total Debt - Fixed Rate ^(b)(c)							$	1,198,592		$	1,001,658
Total Debt - Variable Rate ^(d)								497,110			558,675
Total Debt								1,695,702			1,560,333
Net unamortized debt issuance costs								(11,328	)		(10,541	)
Unamortized premium								702			753
Total Indebtedness							$	1,685,076		$	1,550,545

(a)

At June 30, 2019, the stated rates ranged from LIBOR + 1.50% to LIBOR +1.90% for Core variable-rate debt; LIBOR + 1.39% for Fund II variable-rate debt; LIBOR + 2.65% to LIBOR + 4.65% for Fund III variable-rate debt; LIBOR + 1.60% to LIBOR +3.40% for Fund IV variable-rate debt; LIBOR + 2.15% to LIBOR + 2.25% for Fund V variable-rate debt; LIBOR + 1.25% for Core variable-rate unsecured term loans; and LIBOR + 1.35% for Core variable-rate unsecured lines of credit.

(b)

Includes $691.4 million and $609.9 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented.

(c)

Fixed-rate debt at June 30, 2019 includes $165.5 million of swaps that are not designated to specific debt instruments.

(d)

Includes $157.5 million and $143.8 million, respectively, of variable-rate debt that is subject to interest cap agreements.

Credit Facility

On February 20, 2018, the Company entered into a $500.0 million senior unsecured credit facility (the “Credit Facility”), comprised of a $150.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at LIBOR + 1.35%, and a $350.0 million senior unsecured term loan (the “Term Loan”) which bears interest at LIBOR + 1.25%. The Credit Facility refinanced the Company’s existing $300.0 million credit facility (comprised of the $150.0 million Core unsecured revolving line of credit and the $150.0 million term loan), $150.0 million in Core unsecured term loans and repaid a $40.4 million mortgage secured by its 664 North Michigan Property. The Revolver and Term Loans mature on March 31, 2022 and March 31, 2023, respectively.

Mortgages Payable

During the six months ended June 30, 2019:

•

The Company obtained four new Fund mortgages totaling $118.3 million with a weighted-average interest rate of LIBOR + 1.64% collateralized by four properties and maturing in 2022 through 2024. The Company also refinanced a Fund IV loan in the amount of $23.8 million, of which $18.9 million had been drawn at June 30, 2019, and which bears interest at a rate of LIBOR + 1.75% and matures in 2022.

•

The Company drew down $5.9 million on a Fund III construction loan.

•

Fund III mortgage, which had a balance of $4.7 million and an interest rate of Prime + 0.5%, was assumed by the purchasing venture in a property sale (Note 2). The Company also repaid a Fund IV loan in full, which had a balance of $38.2 million and an interest rate of LIBOR + 2.35%.

•

The Company modified one Core loan to provide for a temporary prepayment of $49.0 million which is required to be re-borrowed within six months in order to avoid a pre-payment fee. The Company also modified two Fund IV loans to increase the commitment of BSP Venture I’s mortgage by $9.4 million; and to decrease the 717 North Michigan Avenue mortgage balance by $9.9 million, decrease future availability by $3.9 million and reduce the interest rate to LIBOR + 3.10%.

•

The Company entered into interest rate swap contracts to effectively fix the variable portion of the interest rates of four of the new obligations with a notional value of $91.5 million at a weighted average interest rate of 2.74%.

•

The Company made scheduled principal payments of $3.2 million.

At June 30, 2019 and December 31, 2018, the Company’s mortgages were collateralized by 44 and 43 properties, respectively, and the related tenant leases. Certain loans are cross-collateralized and contain cross-default provisions. The loan agreements contain customary representations, covenants and events of default. Certain loan agreements require the Company to comply with affirmative and negative covenants, including the maintenance of debt service coverage and leverage ratios. A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

The mortgage loan related to Brandywine Holdings in the Company’s Core Portfolio, which was originated in June 2006 and had an original principal amount of $26.3 million, was in default and subject to litigation at June 30, 2019 and December 31, 2018. This loan bears interest at 6.00%, excluding default interest of 5%, and is collateralized by a property, in which the Company holds a 22% controlling interest. In April 2017, the lender on this mortgage initiated a lawsuit against the Company for the full balance of the principal, accrued interest as well as penalties and fees. The Company believes it has valid defenses and intends to vigorously defend itself.

Unsecured Notes Payable

Unsecured notes payable for which total availability was $15.2 million and $62.3 million at June 30, 2019 and December 31, 2018, respectively, are comprised of the following:

•

As discussed above, the Core unsecured term loans totaling $300.0 million were refinanced in February 2018, into one $350.0 million term loan with an interest rate of LIBOR+ 1.25% and maturing in March 2023. The outstanding balance of the Core term loans was $350.0 million at June 30, 2019 and December 31, 2018. During the six months ended June 30, 2019, the Company entered into an interest rate swap contract to effectively fix the variable portion of the interest rate with a notional value of $156.0 million at a weighted-average interest rate of 2.43%, which may be used to swap the Company’s unhedged, unsecured, LIBOR-based variable-rate debt. The Company previously entered into swap agreements fixing the rates of the remaining Core term loans.

•

Fund II has a $40.0 million term loan secured by the real estate assets of City Point Phase II and guaranteed by the Company and the Operating Partnership. The outstanding balance of the Fund II term loan was $40.0 million at June 30, 2019 and December 31, 2018. Total availability was $0.0 million at June 30, 2019 and December 31, 2018.

•

At Fund IV there is a $80.2 million bridge facility and a $27.0 million subscription line, which were modified from their previous limits of $41.8 million and $15.0 million, respectively, during the second quarter of 2019. The outstanding balance of the Fund IV bridge

facility was $79.2 million at June 30, 2019 and $40.8 million at December 31, 2018. Total availability was $1.0 million at each of June 30, 2019 and December 31, 2018. The outstanding balance of the Fund IV subscription line was $8.4 million at June 30, 2019 and $0 at December 31, 2018. Total available credit was $7.6 million at both June 30, 2019 and December 31, 2018, reflecting letters of credit of $11.0 million and $7.4 million, respectively.

•

Fund V has a $150.0 million subscription line collateralized by Fund V’s unfunded capital commitments and guaranteed by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was $143.4 million and $6.6 million, respectively at June 30, 2019. The outstanding balance and total available credit of the Fund V subscription line was $102.8 million and $47.2 million, respectively at December 31, 2018.

Unsecured Revolving Line of Credit

As discussed above, the Core unsecured revolving line of credit was refinanced in February 2018. The Company had a total of $90.7 million and $137.7 million, respectively, available under its $150.0 million Core unsecured revolving lines of credit reflecting borrowings of $39.0 million and $0 million, respectively, and letters of credit of $20.3 million and $12.3 million at June 30, 2019 and December 31, 2018, respectively. At June 30, 2019 and December 31, 2018, all of the Core unsecured revolving line of credit was swapped to a fixed rate.

Scheduled Debt Principal Payments

The scheduled principal repayments of the Company’s consolidated indebtedness, as of June 30, 2019 are as follows (in thousands):

Year Ending December 31,
2019 (Remainder)	$	165,255
2020		573,416
2021		217,873
2022		134,070
2023		412,305
Thereafter		192,783
		1,695,702
Unamortized premium		702
Net unamortized debt issuance costs		(11,328	)
Total indebtedness	$	1,685,076

See Note 4 for information about liabilities of the Company’s unconsolidated affiliates.