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Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt

7. Debt

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

 

 

 

 

 

 

Carrying Value as of

 

 

Interest Rate as of

Maturity Date as of

 

September 30,

 

December 31,

 

 

September 30, 2024

 

September 30, 2024

 

2024

 

2023

Mortgages Payable

 

 

 

 

 

 

 

 

Core

 

3.99% - 5.89%

 

Jul 2027 - Apr 2035

 

$180,659

 

$191,830

Fund II (a)

 

SOFR+2.61%

 

Aug 2025

 

137,485

 

137,485

Fund III

 

SOFR+3.75%

 

Oct 2025

 

33,000

 

33,000

Fund IV (b)

 

SOFR+2.25% - SOFR+3.33%

 

March 2025 - Jun 2028

 

109,478

 

115,925

Fund V

 

SOFR+1.80% - SOFR+2.85%

 

Oct 2024 - Jun 2028

 

498,791

 

458,960

Net unamortized debt issuance costs

 

 

 

 

 

(5,259)

 

(7,313)

Unamortized premium

 

 

 

 

 

217

 

240

Total Mortgages Payable

 

 

 

 

 

$954,371

 

$930,127

 

 

 

 

 

 

 

 

 

Unsecured Notes Payable

 

 

 

 

 

 

 

 

Core Term Loans (c)

 

SOFR+1.50% - SOFR+1.75%

 

Apr 2028 - Jul 2029

 

$475,000

 

$650,000

Core Senior Notes

 

5.86% - 5.94%

 

Aug 2027 - Aug 2029

 

100,000

 

—

Fund V Subscription Line (d)

 

 

 

 

 

—

 

80,600

Net unamortized debt issuance costs

 

 

 

 

 

(5,758)

 

(3,873)

Total Unsecured Notes Payable

 

 

 

 

 

$569,242

 

$726,727

 

 

 

 

 

 

 

 

 

Unsecured Line of Credit

 

 

 

 

 

 

 

 

Revolving Credit Facility (c)

 

SOFR+1.35%

 

Apr 2028

 

$56,000

 

$213,287

 

 

 

 

 

 

 

 

 

Total Debt (e)(f)

 

 

 

 

 

$1,590,413

 

$1,881,087

Net unamortized debt issuance costs

 

 

 

 

 

(11,017)

 

(11,186)

Unamortized premium

 

 

 

 

 

217

 

240

Total Indebtedness

 

 

 

 

 

$1,579,613

 

$1,870,141

 

(a)
The Company has a total borrowing capacity of $198.0 million on the Fund II mortgage as of both September 30, 2024 and December 31, 2023.
(b)
Includes the outstanding balance on the Fund IV secured bridge facility of $36.2 million as of both September 30, 2024 and December 31, 2023.
(c)
The Company has entered into various swap agreements to effectively fix its interest costs on a portion of its Revolver and term loans as of September 30, 2024 and December 31, 2023.
(d)
Fund V paid off the subscription line and terminated the outstanding letters of credit during the first quarter of 2024.
(e)
Includes $875.1 million and $1,249.8 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented. The effective fixed rates ranged from 1.28% to 4.69%.
(f)
Includes $151.0 million and $151.4 million, respectively, of variable-rate debt that is subject to interest cap agreements as of the periods presented. The effective fixed rates ranged from 4.50% to 6.00%.

Unsecured Notes Payable

Credit Facility

On September 12, 2024, the Operating Partnership and the Company entered into a Consent and Second Amendment (the “Amendment”) to the Third Amended and Restated Credit Agreement, with Bank of America, N.A. as administrative agent, dated as of April 15, 2024, to amend its existing senior unsecured credit facility (the “Credit Facility”). The Amendment provides for an increase in the existing unsecured revolving credit facility under the Credit Facility (the “Revolver”) from $350.0 million to $525.0 million, on the same terms and conditions as the existing Revolver, which includes the capacity to issue letters of credit in an amount up to $60.0 million. The Amendment also increases the capacity limit on the accordion feature under the existing Credit Facility from $900.0 million to $1.1 billion, on the same terms and conditions otherwise set forth in the Credit Facility. The Revolver and existing $400.0 million unsecured term loan (“Term Loan”) have a maturity date of April 15, 2028, with two additional six-month extension options. Borrowings under the Revolver and the Term Loan will accrue interest at a floating rate based on SOFR with margins based on leverage or credit rating. The Credit Facility is guaranteed by the Trust and certain subsidiaries of the Trust (Note 9).

Revolving Credit Facility

As of September 30, 2024, the Revolver bears interest at SOFR+1.35% and matures on April 15, 2028, subject to two six-month extension options. The outstanding balance and total available credit of the Revolver were $56.0 million and $469.0 million, respectively, as of

September 30, 2024, reflecting no letters of credit outstanding. The outstanding balance and total available credit of the Revolver were $213.3 million and $86.7 million, respectively, as of December 31, 2023, reflecting no letters of credit outstanding.

Core Term Loans

On September 12, 2024, using cash on hand and borrowings under the amended Credit Facility, the Operating Partnership repaid in full all outstanding obligations on the $175.0 million term loan facility (the “$175.0 Million Term Loan”), and all obligations of the Company and its subsidiaries under the $175.0 million Term Loan were released. The Company and its subsidiaries did not incur any early termination penalties in connection with repayment of the indebtedness or termination of the $175.0 Million Term Loan. The $175.0 Million Term Loan had a maturity date of April 6, 2027 and bore interest at SOFR + 1.50% at the time of the repayment.

The Operating Partnership has a $75.0 million term loan (the “$75.0 Million Term Loan”), with TD Bank, N.A., as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, matures on July 29, 2029, and is guaranteed by the Trust and certain subsidiaries of the Trust (Note 9). As of September 30, 2024, the $75.0 Million Term Loan bears interest at SOFR+1.75%.

Senior Notes

On August 21, 2024, the Operating Partnership issued $100.0 million aggregate principal amount of senior unsecured notes in a private placement, of which (i) $20.0 million are designated as 5.86% Senior Notes, Series A, due August 21, 2027 (the “Series A Notes”) and (ii) $80.0 million are designated as 5.94% Senior Notes, Series B, due August 21, 2029 (together with the Series A Notes, the “Senior Notes”) pursuant to a note purchase agreement (the “Senior Note Purchase Agreement”), dated July 30, 2024, between the Company, Operating Partnership and the purchasers named therein.

The Senior Notes were issued at par in accordance with the Senior Note Purchase Agreement and pay interest semiannually on February 21st and August 21st until their respective maturities. The Company may prepay the Senior Notes at any time in full or in part subject to certain limitations set forth in the Senior Note Purchase Agreement. The Senior Notes are guaranteed by the Company and certain subsidiaries of the Company.

Mortgages and Other Notes Payable

A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

At September 30, 2024 and December 31, 2023, the Company’s mortgages were collateralized by 31 and 33 properties, respectively, as well as 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 was in compliance with its debt covenants as of September 30, 2024.

Core Portfolio

During the nine months ended September 30, 2024, the Company (amounts represent balances at the time of transactions):

•
repaid a Core property mortgage loan totaling $7.3 million at maturity;
•
extended a Core property mortgage loan of $60.0 million (excluding principal reductions of $2.5 million); and
•
made scheduled principal payments totaling $3.8 million.

Investment Management

During the nine months ended September 30, 2024, the Company, through Investment Management (amounts represent balances at the time of transactions):

•
entered into a new Investment Management property mortgage loan of $43.4 million;
•
repaid two consolidated Investment Management property mortgage loans of $6.4 million upon disposition of the properties (Note 2);
•
repaid a portion of one consolidated Investment Management property mortgage loan of $1.5 million in connection with an outparcel disposition (Note 2);
•
extended two Investment Management property mortgage loans totaling $67.7 million; and
•
made scheduled principal payments totaling $4.1 million.

Fund IV also has an outstanding balance and total available credit on its secured bridge facility of $36.2 million and $0.0 million, respectively, as of both September 30, 2024 and December 31, 2023. The Operating Partnership has guaranteed up to $22.5 million of the Fund IV secured bridge facility (Note 9).

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 September 30, 2024 are as follows (in thousands):

 

Year Ending December 31,

 

Principal Repayments

 

2024 (Remainder)

 

$

173,113

 

2025

 

 

452,549

 

2026

 

 

56,911

 

2027

 

 

93,827

 

2028

 

 

637,805

 

Thereafter

 

 

176,208

 

 

 

 

1,590,413

 

Unamortized premium

 

 

217

 

Net unamortized debt issuance costs

 

 

(11,017

)

Total indebtedness

 

$

1,579,613

 

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of September 30, 2024. The Company has debt balances contractually due of $327.0 million due in 2025, $27.2 million due in 2026 and $69.4 million in 2027, all of 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.