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Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt
Debt
As of March 31, 2020 and December 31, 2019, the Company’s debt consisted of the following:
 
March 31, 2020
 
December 31, 2019
 
Contractual
Interest 
Rate (1)
 
Loan
Maturity
 
Effective Interest Rate (2)
HealthSpring Mortgage Loan
$
20,595

 
$
20,723

 
4.18%
 
 April 2023
 
4.61%
Midland Mortgage Loan
99,733

 
100,249

 
3.94%
 
April 2023
 
4.12%
Emporia Partners Mortgage Loan
1,987

 
2,104

 
5.88%
 
September 2023
 
5.97%
Samsonite
20,912

 
21,154

 
6.08%
 
September 2023
 
5.13%
Highway 94 loan
15,383

 
15,610

 
3.75%
 
August 2024
 
4.74%
Pepsi Bottling Ventures Loan
18,855

 

 
3.69%
 
October 2024
 
3.91%
AIG Loan II
126,970

 
126,970

 
4.15%
 
November 2025
 
4.92%
BOA Loan
375,000

 
375,000

 
3.77%
 
October 2027
 
3.91%
BOA/KeyBank Loan
250,000

 
250,000

 
4.32%
 
May 2028
 
4.14%
AIG Loan
105,298

 
105,762

 
4.96%
 
February 2029
 
5.08%
Total Mortgage Debt
1,034,733

 
1,017,572

 
 
 
 
 
 
Revolving Credit Facility (3)
301,500

 
211,500

 
LIBO Rate + 1.45%
 
June 2023
 
3.15%
2023 Term Loan
200,000

 
200,000

 
LIBO Rate + 1.40%
 
June 2023
 
3.08%
2024 Term Loan
400,000

 
400,000

 
LIBO Rate + 1.40%
 
April 2024
 
3.07%
2026 Term Loan
150,000

 
150,000

 
LIBO Rate + 1.75%
 
April 2026
 
3.39%
Total Debt
2,086,233


1,979,072

 
 
 
 
 
 
Unamortized Deferred Financing Costs and Discounts, net
(9,416
)
 
(9,968
)
 
 
 
 
 
 
Total Debt, net
$
2,076,817

 
$
1,969,104

 
 
 
 
 
 
(1)
Including the effect of the interest rate swaps agreements with a total notional amount of $750.0 million, the weighted average interest rate as of March 31, 2020 was 3.66% for both the Company’s fixed-rate and variable-rate debt combined and 3.62% for the Company’s fixed-rate debt only.
(2)
Reflects the effective interest rate as of March 31, 2020 and includes the effect of amortization of discounts/premiums and deferred financing costs.
(3)
The LIBO rate as of March 2, 2020 (effective date) was 1.58%. The Revolving Credit Facility has an initial term of approximately three years, maturing on June 28, 2022, and may be extended for a one-year period if certain conditions are met and upon payment of an extension fee. See discussion below.
Second Amended and Restated Credit Agreement
On April 30, 2019, the Company, through the Current Operating Partnership, entered into that certain second amended and restated credit agreement (the "Second Amended and Restated Credit Agreement") related to a revolving credit facility (the "Revolving Credit Facility") and three term loans described below (the "Term Loans" and collectively with the Revolving Credit Facility, the "KeyBank Loans") with a syndicate of lenders, under which KeyBank National Association ("KeyBank") serves as administrative agent.
The KeyBank Loans have an interest rate calculated based on London Interbank Offered Rate (LIBOR) plus the applicable LIBOR margin, as provided in the Second Amended and Restated Credit Agreement, or the Base Rate plus the applicable base rate margin, as provided in the agreement. The applicable LIBOR margin and base rate margin are dependent on the consolidated leverage ratio of the Current Operating Partnership, the Company, and the Company's subsidiaries, as disclosed in the periodic compliance certificate provided to our administrative agent each quarter. If the Current Operating Partnership obtains an investment grade rating of its senior unsecured long term debt from Standard & Poor's Rating Services, Moody's Investors Service, Inc., or Fitch, Inc., the applicable LIBOR margin and base rate margin will be dependent on such rating.
The Second Amended and Restated Credit Agreement relating to the Revolving Credit Facility provides that the Current Operating Partnership must maintain a pool of unencumbered real properties (each a "Pool Property" and collectively the "Pool Properties") that meet certain requirements contained in the Second Amended and Restated Credit Agreement. The agreement sets forth certain covenants relating to the Pool Properties, including, without limitation, the following:
there must be no less than 15 Pool Properties at any time;
no greater than 15% of the aggregate pool value may be contributed by a single Pool Property or tenant;
no greater than 15% of the aggregate pool value may be contributed by Pool Properties subject to ground leases;
no greater than 20% of the aggregate pool value may be contributed by Pool Properties which are under development or assets under renovation;
the minimum aggregate leasing percentage of all Pool Properties must be no less than 90%; and
other limitations as determined by KeyBank upon further due diligence of the Pool Properties.
Borrowing availability under the Second Amended and Restated Credit Agreement is limited to the lesser of (i) an unsecured leverage ratio of no greater than 60%, or (ii) an unsecured interest coverage ratio of no less than 2.00:1.00.
Guarantors of the KeyBank Loans include us, each special purpose entity that owns a Pool Property, and each of the Current Operating Partnership other subsidiaries which owns a direct or indirect equity interest in a special purpose entity that owns a Pool Property.
In addition to customary representations, warranties, covenants, and indemnities, the KeyBank Loans require the Current Operating Partnership to comply with the following at all times, which will be tested on a quarterly basis:
a maximum consolidated leverage ratio of 60%, or, the ratio may increase to 65% for up to four consecutive quarters after a material acquisition;
a minimum consolidated tangible net worth of 75% of the Company's consolidated tangible net worth at closing of the Revolving Credit Facility, or approximately $2.0 billion, plus 75% of net future equity issuances (including OP Units in the Current Operating Partnership), minus 75% of the amount of any payments used to redeem the Company's stock or the OP Units in the Current Operating Partnership, minus any amounts paid for the redemption or retirement of or any accrued return on the preferred equity issued under the preferred equity investment made in EA-1 in August 2018 by SHBNPP Global Professional Investment Type Private Real Estate Trust No. 13 (H);
upon consummation, if ever, of an initial public offering, a minimum consolidated tangible net worth of 75% of the Company's consolidated tangible net worth plus 75% of net future equity issuances (including OP Units in the Current Operating Partnership) should we publicly list our shares;
a minimum consolidated fixed charge coverage ratio of not less than 1.50:1.00;
a maximum total secured debt ratio of not greater than 40%, which ratio will increase by five percentage points for four quarters after closing of a material acquisition that is financed with secured debt;
a minimum unsecured interest coverage ratio of 2.00:1.00;
a maximum total secured recourse debt ratio, excluding recourse obligations associated with interest rate hedges, of 10% of our total asset value;
aggregate maximum unhedged variable rate debt of not greater than 30% of the Company's total asset value; and
a maximum payout ratio of not greater than 95% commencing for the quarter ended September 30, 2019.
Furthermore, the activities of the Current Operating Partnership, the Company, and the Company's subsidiaries must be focused principally on the acquisition, operation, and maintenance of income-producing office and industrial real estate properties. The Second Amended and Restated Credit Agreement contains certain restrictions with respect to the investment activities of the Current Operating Partnership, including, without limitation, the following: (i) unimproved land may not exceed 5% of total asset value; (ii) developments that are pre-leased assets under development may not exceed 20% of total asset value; (iii) investments in unconsolidated affiliates may not exceed 10% of total asset value; (iv) investments in mortgage notes receivable may not exceed 15% of total asset value; and (v) leased assets under renovation may not exceed 10% of total asset value. These investment limitations cannot exceed 25% in the aggregate, based on total asset value, as defined in the Second Amended and Restated Credit Agreement.
Pepsi Bottling Ventures Mortgage Loan
On February 5, 2020, as part of the acquisition of the Pepsi Bottling Ventures ("PBV") property, the Company assumed a $18.9 million mortgage loan ("PBV Mortgage Loan") from State Farm Life Insurance Company, as participating holder of the note. The PBV Mortgage Loan matures on October 1, 2024, has a fixed interest rate of 3.69%, and requires monthly payments of principal and interest. The PBV Mortgage Loan is secured by a deed of trust on the PBV property.
Debt Covenant Compliance
Pursuant to the terms of the Company's mortgage loans and the KeyBank Loans, the Current Operating Partnership, in consolidation with the Company, is subject to certain loan compliance covenants. The Company was in compliance with all of its debt covenants as of March 31, 2020.