Debt

3 Months Ended

Mar. 31, 2020

7. Debt

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

	Interest Rate at					Carrying Value at
	March 31,		December 31,		Maturity Date at	March 31,			December 31,
	2020		2019		March 31, 2020	2020			2019
Mortgages Payable
Core Fixed Rate	3.88%-6.00%		3.88%-6.00%		Feb 2024 - Apr 2035	$	175,630		$	176,176
Core Variable Rate - Swapped ^(a)	3.41%-4.54%		3.41%-4.54%		Jan 2023 - Nov 2028		81,297			81,559
Total Core Mortgages Payable							256,927			257,735
Fund II Fixed Rate ^(b)	4.75%		4.75%		May 2020		200,000			200,000
Fund II Variable Rate	LIBOR+3.00%		LIBOR+3.00%		March 2022		24,517			24,225
Fund II Variable Rate - Swapped ^(a)	2.88%		2.88%		Nov 2021		19,007			19,073
Total Fund II Mortgages Payable							243,524			243,298
Fund III Variable Rate	LIBOR+2.75%-LIBOR+3.10%		LIBOR+2.75%-LIBOR+3.10%		Jun 2020 - Jan 2021		74,952			74,554
Fund IV Fixed Rate	3.40%-4.50%		3.40%-4.50%		Oct 2025 - Jun 2026		8,189			8,189
Fund IV Variable Rate	LIBOR+1.60%-LIBOR+3.40%		LIBOR+1.60%-LIBOR+3.40%		June 2020 - Aug 2021		179,925			157,015
Fund IV Variable Rate - Swapped ^(a)	3.48%-4.61%		3.48%-4.61%		Mar 2021 - Dec 2022		79,208			102,699
Total Fund IV Mortgages Payable							267,322			267,903
Fund V Variable Rate	LIBOR+1.50%-LIBOR+2.20%		LIBOR+1.50%-LIBOR+2.20%		Feb 2021 - Dec 2024		1,387			1,387
Fund V Variable Rate - Swapped ^(a)	2.95%-4.78%		2.95%-4.78%		Feb 2021 - Dec 2024		334,593			334,626
Total Fund V Mortgage Payable							335,980			336,013
Net unamortized debt issuance costs							(8,708	)		(10,078	)
Unamortized premium							625			651
Total Mortgages Payable						$	1,170,622		$	1,170,076
Unsecured Notes Payable
Core Term Loans		—		—	Mar 2023	$	—		$	—
Core Variable Rate Unsecured Term Loans - Swapped ^(a)	2.49%-5.02%		2.49%-5.02%		Mar 2023		350,000			350,000
Total Core Unsecured Notes Payable							350,000			350,000
Fund II Unsecured Notes Payable	LIBOR+1.65%		LIBOR+1.65%		Sep 2020		40,000			40,000
Fund IV Term Loan/Subscription Facility	LIBOR+1.65%-LIBOR+2.00%		LIBOR+1.65%-LIBOR+2.00%		Dec 2020 - June 2021		87,625			87,625
Fund V Subscription Facility	LIBOR+1.60%			—	May 2020		3,345			—

Net unamortized debt issuance costs							(312	)		(305	)
Total Unsecured Notes Payable						$	480,658		$	477,320
Unsecured Line of Credit
Core Unsecured Line of Credit -Swapped ^(a)	2.49%-5.02%		2.49%-5.02%		Mar 2022	$	174,700		$	60,800

Total Debt - Fixed Rate ^(c)(d)						$	1,422,627		$	1,403,324
Total Debt - Variable Rate ^(e)							411,748			314,604
Total Debt							1,834,375			1,717,928
Net unamortized debt issuance costs							(9,020	)		(10,383	)
Unamortized premium							625			651
Total Indebtedness						$	1,825,980		$	1,708,196

(a)

At March 31, 2020, 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 + 2.75% to LIBOR + 3.10% for Fund III variable-rate debt; LIBOR + 1.75% to LIBOR +2.25% for Fund IV variable-rate debt; LIBOR + 1.50% to LIBOR + 2.20% 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)

The contractual maturity date of this loan is May 29, 2020 (at which time the interest rate changes to Prime + 200 bps, subject to a floor of 4.75%), provided that (i) the term of the Loan automatically extends for not less than 360 days without any further action required by the borrower provided that certain customary conditions shall have been satisfied and (ii) after such initial extension, the term of the loan further extends for another 360 days provided that certain customary conditions shall have been satisfied and the borrower shall have delivered to lender certain required documentation. Certain conditions and documentation referenced above for the loan extensions may require certain events be true at the time of the loan extensions and may require the initiation of additional documentation.

(c)

Includes $1,038.8 million and $948.8 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented.

(d)

Fixed-rate debt at December 31, 2019 includes $70.2 million of Core swaps that may be used to hedge debt instruments of the Funds.

(e)

Includes $143.6 million and $143.3 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%.

On October 8, 2019, the Company modified the Credit Facility, which provided for a $100.0 million increase in the Revolver. This amendment resulted in borrowing capacity of up to $600.0 million in principal amount, which includes a $250.0 million revolving credit facility maturing on March 31, 2022, subject to an extension option, and a $350.0 million Term Loan expiring on March 31, 2023. In addition, the amendment provides for revisions to the accordion feature, which allows for one or more increases in the revolving credit facility or term loan facility, for a maximum aggregate principal amount not to exceed $750.0 million.

Mortgages Payable

During the three months ended March 31, 2020, the Company:

•

extended two Fund IV loans through February and March 2021;

•

entered into two swap agreements each with notional values of $50.0 million, which are not effective until April 2022 and April 2023 (Note 8); and

•

made scheduled principal payments of $1.5 million.

During the year ended December 31, 2019 the Company:

•

obtained one new Fund II construction loan, three new Fund IV mortgages and five new Fund V mortgages totaling $258.9 million with a weighted-average interest rate of LIBOR + 1.70% collateralized by nine properties and maturing in 2022 through 2024;

•

refinanced three mortgages with existing balances totaling $69.0 million at a weighted-average rate of LIBOR + 2.08% and maturities ranging from May 2019 to January 2021 with new mortgages totaling $71.8 million with a weighted-average rate of LIBOR + 1.86% and maturities ranging from April 2022 through December 2024;

•

transferred a Fund III mortgage with a balance of $4.7 million and an interest rate of Prime + 0.5% which was assumed by the purchasing venture in a property sale (Note 2). The Company repaid one Fund III loan in the amount of $9.8 million and two Fund IV loans in the aggregate amount of $18.4 million in connection with the sale of the properties. 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 also made scheduled principal payments of $5.9 million;

•

modified three loans with prior borrowing capacity totaling $135.9 million at a weighted-average rate of LIBOR + 3.65% and maturities ranging from November 2019 through January 2020 by obtaining new commitments totaling $125.3 million with a weighted-average rate of LIBOR + 2.96% and maturities ranging from December 2020 through May 2021; and

•

entered into interest rate swap contracts to effectively fix the variable portion of the interest rates of all nine new obligations and two of the refinanced obligations with a notional value of $283.6 million at a weighted-average interest rate of 1.78%.

At March 31, 2020 and December 31, 2019, the Company’s mortgages were collateralized by 44 properties 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. The Company is not in default of its loan agreements, except as noted below. 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 collateralized by the property held by Brandywine Holdings in the Core Portfolio, was in default and subject to litigation at March 31, 2020 and December 31, 2019. The loan was originated in June 2006 and had an original principal amount of $26.3 million and a scheduled maturity of July 1, 2016. By maturity, the loan was in default. The loan bears interest at a stated rate of approximately 6% and is subject to additional default interest of 5%. In April 2017, the successor to the original lender, Wilmington – 5190 Brandywine Parkway, LLC (the “Successor Lender”), initiated lawsuits against Brandywine Holdings in Delaware Superior Court and Delaware Court of Chancery, for among other things, judgment on the note (the “Note Complaint”) and foreclosure on the property. In a contemporaneously filed action in Delaware Superior Court (the “Guaranty Complaint”), the Successor Lender initiated a lawsuit against the Operating Partnership as guarantor of certain guaranteed obligations of Brandywine Holdings set forth in a non-recourse carve-out guaranty executed by the Operating Partnership. The Guaranty Complaint alleges that the Operating Partnership is liable for the original principal, accrued interest, default interest, late charges as well as fees, costs and protective advances, under the Brandywine Loan, which the Successor Lender alleges totaled approximately $33.0 million as of November 9, 2017 (exclusive of accruing interest, default interest, late charges, and fees and costs). In August 2019, the Delaware Superior Court

heard arguments on the parties’ cross-motions for summary judgement regarding both the Guaranty Complaint and the Note Complaint. On February 7, 2020, the Delaware Superior Court granted in part the Successor Lender’s motion, and denied Brandywine Holdings’ and the Operating Partnership’s cross-motion, for summary judgment, finding that each of Brandywine Holdings and the Operating Partnership have recourse liability under the Brandywine Loan and requesting the parties to contact the Court regarding a hearing of any additional outstanding issues. A final judgment against Brandywine Holdings and the Operating Partnership, jointly and severally, for an amount certain (including principal, accrued interest, default interest, late charges, as well as fees and costs, in each case calculated to the date of such judgment) on the Guaranty and Note Complaints has not yet been entered by the Delaware Superior Court. The parties are currently in discussion regarding such amount. Brandywine Holdings and the Operating Partnership intend to appeal the ruling after entry of the judgement by the Delaware Superior Court.

During the third quarter of 2019, the company recognized income of $5.0 million related to Fund II’s New Market Tax Credit transaction (“NMTC”) involving its City Point project. NMTCs were created to encourage economic development in low income communities and provided for a 39% tax credit on certain qualifying invested equity/loans. In 2012, the NMTCs were transferred to a group of investors (“Investors”) in exchange for $5.2 million. The NMTCs were subject to recapture under various circumstances, including redemption of the loan/investment prior to a requisite seven-year hold period, and recognition of income was deferred. Upon the expiration of the seven-year period and no further obligations, the Company recognized income of $5.0 million during the three months ended September 30, 2019, of which the Company’s proportionate share was $1.4 million, which is included in Other income in the consolidated statements of income.

Unsecured Notes Payable

Unsecured notes payable for which total availability was $149.1 million and $152.5 million at March 31, 2020 and December 31, 2019, respectively, are comprised of the following:

•

The outstanding balance of the Core term loans was $350.0 million at March 31, 2020 and December 31, 2019. The Company previously entered into swap agreements fixing the rates of the remaining Core term loan balance.

•

Fund II has a $40.0 million term loan secured by the real estate assets of City Point Phase II and guaranteed by the Operating Partnership. The outstanding balance of the Fund II term loan was $40.0 million at each of March 31, 2020 and December 31, 2019. There was no availability at each of March 31, 2020 and December 31, 2019.

•

Fund IV has a $79.2 million bridge facility and a $15.0 million subscription line. The bridge facility is guaranteed by the Operating partnership up to $50.8 million. The outstanding balance and total available credit of the Fund IV bridge facility was $79.2 million and 0.0 million, respectively at each of March 31, 2020 and at December 31, 2019. The outstanding balance and total available credit of the Fund IV subscription line was $8.4 million and $2.5 million, respectively at each of March 31, 2020 and at December 31, 2019, reflecting letters of credit of $4.1 million.

•

Fund V has a $150.0 million subscription line collateralized by Fund V’s unfunded capital commitments, and, to the extent of Acadia’s capital commitments, is guaranteed by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was $3.3 million and $146.7 million, respectively at March 31, 2020. The outstanding balance and total available credit of the Fund V subscription line was $0.0 million and $150.0 million at December 31, 2019, respectively.

Unsecured Revolving Line of Credit

The Company had a total of $64.8 million and $173.6 million available under its $250.0 million Core Revolver, reflecting borrowings of $174.7 million and $60.8 million and letters of credit of $10.5 million and $15.6 million at March 31, 2020 and December 31, 2019, respectively. At each of March 31, 2020 and December 31, 2019, all of the Core unsecured revolving line of credit was swapped to a fixed rate.

Scheduled Debt Principal Payments

The scheduled principal repayments, without regard to available extension options (described further below), of the Company’s consolidated indebtedness, as of March 31, 2020 are as follows (in thousands):

Year Ending December 31,
2020 (Remainder)	$	393,596
2021		333,837
2022		281,578
2023		415,476
2024		211,991
Thereafter		197,897
		1,834,375
Unamortized premium		625
Net unamortized debt issuance costs		(9,020	)
Total indebtedness	$	1,825,980

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt of $335.5 million contractually due in 2020, $195.2 million contractually due in 2021, $211.0 million contractually due in 2022 and $41.5 million contractually due in 2023; all for which the Company has available options to extend by up to 12 months and for some an additional 12 months thereafter. However, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options.

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