XML 44 R29.htm IDEA: XBRL DOCUMENT v3.10.0.1
Mortgage and Other Indebtedness, Net (Tables)
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Schedule of Mortgage and Other Indebtedness
The loan, secured by the related unconsolidated property, was retired in 2018:
Date
 
Property
 
Interest Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
April
 
CoolSprings Galleria (1)
 
6.98%
 
June 2018
 
$
97,732

(1)
The loan secured by the property was retired using a portion of the net proceeds from a $155,000 fixed-rate loan. See 2018 Financings above for more information.
Net mortgage and other indebtedness consisted of the following:
 
September 30, 2018
 
December 31, 2017
 
Amount
 
Weighted-
Average
Interest
Rate (1)
 
Amount
 
Weighted-
Average
Interest
Rate (1)
Fixed-rate debt:
 

 
 
 
 
 
 
Non-recourse loans on operating properties 
$
1,797,080

 
5.33%
 
$
1,796,203

 
5.33%
Senior unsecured notes due 2023 (2)
447,309

 
5.25%
 
446,976

 
5.25%
Senior unsecured notes due 2024 (3)
299,951

 
4.60%
 
299,946

 
4.60%
Senior unsecured notes due 2026 (4)
616,436

 
5.95%
 
615,848

 
5.95%
Total fixed-rate debt
3,160,776

 
5.37%
 
3,158,973

 
5.37%
Variable-rate debt:
 

 
 
 
 

 
 
Non-recourse loan on operating property (5)

 
—%
 
10,836

 
3.37%
Recourse loans on operating properties
74,150

 
4.73%
 
101,187

 
4.00%
Unsecured lines of credit
201,358

 
3.65%
 
93,787

 
2.56%
Unsecured term loans
695,000

 
3.96%
 
885,000

 
2.81%
Total variable-rate debt
970,508

 
3.95%
 
1,090,810

 
2.90%
Total fixed-rate and variable-rate debt
4,131,284

 
5.04%
 
4,249,783

 
4.74%
Unamortized deferred financing costs
(15,476
)
 
 
 
(18,938
)
 
 
Total mortgage and other indebtedness, net
$
4,115,808

 
 
 
$
4,230,845

 
 
 
(1)
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
(2)
The balance is net of an unamortized discount of $2,691 and $3,024 as of September 30, 2018 and December 31, 2017, respectively.
(3)
The balance is net of an unamortized discount of $49 and $54 as of September 30, 2018 and December 31, 2017, respectively.
(4)
The balance is net of an unamortized discount of $8,564 and $9,152 as of September 30, 2018 and December 31, 2017, respectively.
(5)
The loan was retired in conjunction with the sale of the property in September 2018. See Mortgages on Operating Properties section below.
Description
 
Issued (1)
 
Amount
 
Interest Rate (2)
 
Maturity Date (3)
2023 Notes
 
November 2013
 
$
450,000

 
5.25%
 
December 2023
2024 Notes
 
October 2014
 
300,000

 
4.60%
 
October 2024
2026 Notes
 
December 2016 / September 2017
 
625,000

 
5.95%
 
December 2026
(1)
Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.
(2)
Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of September 30, 2018, this ratio was 24% as shown below.
(3)
The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.
The following summarizes certain information about the Company's unsecured term loans as of September 30, 2018: 
 
 
 
Total
Outstanding
 
Interest Rate Spread
 
Interest Rate
 
Maturity
Date
 
Extended
Maturity
Date
 
Wells Fargo - $350,000 term loan
 
$
350,000

 
LIBOR + 1.75%
 
3.85%
 
October 2018
 
October 2019
(1) 
Wells Fargo - $300,000 term loan
 
300,000

 
LIBOR + 2.00%
 
4.10%
 
July 2020
 
July 2022
(2) 
First Tennessee - $45,000 term loan
 
45,000

 
LIBOR + 1.65%
 
3.75%
 
June 2021
 
June 2022
 
 
 
$
695,000

 
 
 
 
 
 
 
 
 
(1)
Subsequent to September 30, 2018, the Company exercised the extension option. See Note 14.
(2)
The loan has two one-year extension options, the second of which is at the lender's discretion.
Schedule of Line of Credit Facilities
The following summarizes certain information about the Company's unsecured lines of credit as of September 30, 2018: 
 
 
 
Total
Capacity
 
 
Total
Outstanding
 
Maturity
Date
 
Extended
Maturity
Date
 
Wells Fargo - Facility A
 
$
500,000

(1) 
$

 
October 2019
 
October 2020
(2) 
First Tennessee
 
100,000

(3) 
47,695

 
October 2019
 
October 2020
(4) 
Wells Fargo - Facility B
 
500,000

(1) 
153,663

(5) 
October 2020
 

 
 
 
$
1,100,000

(6) 
$
201,358

 
 
 
 
 
(1)
Up to $30,000 of the capacity on this facility can be used for letters of credit.
(2)
The extension option is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility.
(3)
Up to $20,000 of the capacity on this facility can be used for letters of credit.
(4)
The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility.
(5)
There was $4,833 outstanding on this facility as of September 30, 2018 for letters of credit.
(6)
See debt covenant section below for limitation on excess capacity.
Schedule of Covenant Compliance
The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of September 30, 2018:
Ratio
 
Required
 
Actual
Total debt to total assets
 
< 60%
 
52%
Secured debt to total assets
 
< 40% (1)
 
24%
Total unencumbered assets to unsecured debt
 
> 150%
 
215%
Consolidated income available for debt service to annual debt service charge
 
> 1.5x
 
2.7x
(1)
Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020.
The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of September 30, 2018:
Ratio
 
Required
 
Actual
Debt to total asset value
 
< 60%
 
53
%
 
Unsecured indebtedness to unencumbered asset value
 
< 60%
 
49
%
(1) 
Unencumbered NOI to unsecured interest expense
 
> 1.75x
 
2.6
x
 
EBITDA to fixed charges (debt service)
 
> 1.5x
 
2.3
x
 

(1)
The debt covenant limits the total amount of unsecured indebtedness the Company may have outstanding, which varies over time based on the ratio. Based on the Company’s outstanding unsecured indebtedness as of September 30, 2018, the total amount available to the Company on its lines of credit was $697,627. Therefore, the Company had additional availability of $491,436 based on the outstanding balances of the lines of credit as of September 30, 2018.
Schedule of Fixed Rate Loans
The following table presents the loan, secured by the related consolidated property, that was entered into in 2018:
Date
 
Property
 
Stated Interest Rate
 
Maturity Date
 
Amount Financed
September
 
The Outlet Shoppes at El Paso (1)
 
5.10%
 
October 2028
 
$
75,000

(1)
The Company owns the property in a 75/25 consolidated joint venture. A portion of the proceeds from the non-recourse loan was used to retire a recourse loan secured by Phase II of The Outlet Shoppes at El Paso as described below.
The Company repaid the following loans, secured by the related consolidated properties, in 2018:
Date
 
Property
 
Interest Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance Repaid (1)
January
 
Kirkwood Mall
 
5.75%
 
April 2018
 
$
37,295

August
 
Statesboro Crossing (2)
 
4.24%
 
June 2019
 
10,753

September
 
The Outlet Shoppes at El Paso - Phase II (3)
 
4.73%
 
December 2018
 
6,525

 
 
 
 
 
 
 
 
$
54,573


(1)
The Company retired the loans with borrowings from its credit facilities unless otherwise noted.
(2)
The loan was retired in conjunction with the sale of the property that secured the loan. See Note 5 for more information.
(3)
In July 2018, the loan secured by the property was extended from July 2018 to December 2018. It was subsequently retired when the joint venture closed on a new loan in September 2018 as described above.
Schedule of Principal Repayments
As of September 30, 2018, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows: 
2018
 
$
411,284

2019
 
309,346

2020
 
661,816

2021
 
499,321

2022
 
432,546

Thereafter
 
1,706,132

 
 
4,020,445

Unamortized discounts
 
(11,304
)
Unamortized deferred financing costs
 
(15,476
)
Principal balance of loan secured by Lender Mall in foreclosure (1)
 
122,143

Total mortgage and other indebtedness, net
 
$
4,115,808


(1)
Represents the principal balance of the non-recourse loan, secured by Acadiana Mall, which is in default. The loan matured in 2017.