DEBT OBLIGATIONS

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT OBLIGATIONS

9. DEBT OBLIGATIONS

The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of December 31, 2023 and 2022 (in thousands):

	December 31, 2023		December 31, 2022		Effective Interest Rate		Maturity Date
SECURED DEBT
$245.0M 5.88% Secured Term Loan due 2028	$	245,000	$	—	5.88%		February 2028
$50.0M Construction Loan due 2026	13,824		—		SOFR + 2.50%		August 2026
Principal balance outstanding	258,824		—
Less: deferred financing costs	(3,153)		—
Total Secured indebtedness	$	255,671	$	—
UNSECURED DEBT
$600 million Unsecured Credit Facility	$	—	$	88,500	SOFR + 1.15%		June 2026	(a)
Term Loan - Swapped to fixed	250,000		250,000		SOFR + 1.30%		June 2027	(b)
$70.0 million Term Loan	70,000		—		SOFR + 1.85%		February 2024	(a)(c)
$350.0M 3.95% Guaranteed Notes due 2023	—		54,301		3.87%		February 2023	(d)
$350.0M 4.10% Guaranteed Notes due 2024 (e)	340,000		350,000		3.78%		October 2024
$450.0M 3.95% Guaranteed Notes due 2027	450,000		450,000		4.03%		November 2027
$350.0M 7.55% Guaranteed Notes due 2028	350,000		350,000		7.98%	(f)	March 2028
$350.0M 4.55% Guaranteed Notes due 2029	350,000		350,000		4.30%		October 2029
Indenture IA (Preferred Trust I)	27,062		27,062		SOFR + 1.51%	(g)	March 2035
Indenture IB (Preferred Trust I)	25,774		25,774		SOFR + 1.51%	(g)	April 2035
Indenture II (Preferred Trust II)	25,774		25,774		SOFR + 1.51%	(g)	July 2035
Principal balance outstanding	1,888,610		1,971,411
Plus: original issue premium (discount), net	1,878		2,934
Less: deferred financing costs	(7,327)		(9,307)
Total unsecured indebtedness	$	1,883,161	$	1,965,038

(a)Spread includes a 10 basis point daily SOFR adjustment.

(b)On November 23, 2022, the unsecured term loan of $250.0 million was swapped to a fixed rate of 5.01% and matures on June 30, 2027. The effective date of the swap is January 31, 2023.

(c)The maturity date of the Unsecured Term Loan is subject to a 12 month optional extension. The Company executed the 12 month extension through February 2025 .

(d)On January 20, 2023, the Company redeemed in full its then outstanding 3.95% Guaranteed Notes due 2023 (the “2023 Notes”). The redemption price of the 2023 Notes was approximately $55.2 (approximately $54.3 million in principal and approximately $0.92 million of accrued and unpaid interest).

(e)On December 22, 2023, the Company repurchased $10.0 million of its outstanding $350 million Notes due 2023 ahead of its scheduled maturity at a price of 98.6% and paid accrued interest of $0.1 million. As a result of the repurchase the Company recorded a gain from the early extinguishment of debt of $0.1 million.

(f)The note includes an interest rate adjustment provision whereby the interest rate payable on the notes is subject to an 25 basis point adjustment if either Moody's or S&P downgrades (or subsequently upgrades) its rating assigned to the 2028 Notes. During the third quarter of 2023, Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1. As a result of the downgrade, the interest rate on our 2028 Notes increased 25 basis points in September 2023 to 7.80%. Subsequent to December 31, 2023, S&P downgraded our senior unsecured credit rating from BBB- to BB+. As a result of the downgrade, the interest rate will increase 25 basis points in March 2024 to 8.05%.

(g)On January 16, 2024, the Trust Preferred I - Indenture IA was swapped to a fixed rate at 5.14% for the period from March 30, 2024 to December 30, 2026 and Trust Preferred I - Indenture IB and Trust Preferred II - Indenture II were swapped to a fixed rate at 5.24% for the period from January 30, 2024 to January 30, 2027.

The Parent Company unconditionally guarantees the unsecured debt obligations of the Operating Partnership (or is a co-borrower with the Operating Partnership) but does not by itself incur unsecured indebtedness. The Parent Company has no material assets other than its investment in the Operating Partnership.

Secured Facility due 2028

On January 19, 2023, seven indirect wholly-owned subsidiaries of the Company entered into a term loan agreement secured by seven operating properties in the aggregate principal amount of $245.0 million (the “Secured Facility”). The Secured Facility has a scheduled maturity date of February 6, 2028 and may be prepaid in full on or after March 6, 2025, subject to a prepayment premium, and may be prepaid in full on or after August 6, 2027 without any prepayment premium. The Secured

Facility bears interest at 5.88% per year through the maturity date and is interest-only (payable monthly) through the maturity date.

Unsecured Credit Facility and Unsecured Term Loan

On March 1, 2023, the Company entered into an unsecured one-year term loan agreement in the aggregate principal amount of $70.0 million (the “2023 Term Loan”). The 2023 Term Loan was scheduled to mature on February 28, 2024. In January 2024, the Company executed its option to extend for an additional twelve months to February 28, 2025 upon customary terms and conditions. The 2023 Term Loan bears interest at Daily Simple SOFR plus 1.75% with a 0.10% SOFR adjustment per year through the maturity date and is interest-only (payable monthly) through the maturity date.

On June 30, 2022, the Company entered into the Second Amended and Restated Credit Agreement (as amended and restated, the “2022 Credit Agreement”). The 2022 Credit Agreement among other things: (i) maintains the total commitment under the line credit of $600.0 million (the “Revolving Credit Facility”) and provides an unsecured term loan in the initial amount of $250.0 million (the “Term Loan”) with a scheduled maturity date of June 30, 2027; (ii) extended the maturity date of the Revolving Credit Facility from July 15, 2022 to June 30, 2026, with two six-month extensions at the Company’s election subject to specified conditions and subject to payment of an extension fee; (iii) reduced the interest rate margins applicable to SOFR revolving loans; and (iv) provides for an additional interest rate option based on a floating SOFR rate. In connection with the amendments, the Company capitalized $4.7 million and $2.0 million in financing costs, related to the Revolving Credit Facility and the Term Loan, respectively. The financing costs will be amortized through the maturity dates for each of the Revolving Credit Facility and the Term Loan. Upon closing of the 2022 Credit Agreement, the Term Loan was funded in full and the proceeds thereof, together with cash on hand, were used to prepay in full the Company’s unsecured term loan (“Term Loan C”) in the principal amount of $250.0 million, together with accrued and unpaid interest thereon. Term Loan C was scheduled to mature on October 8, 2022.

Under the 2022 Credit Agreement, the Company may, subject to specified terms and conditions (including receipt of commitments from one or more lenders, whether or not currently parties to the 2022 Credit Agreement), elect to increase the amount of the Revolving Credit Facility and/or Term Loan or request one or more new pari passu tranches of unsecured term loans (each, an “Incremental Facility”), provided that the aggregate amount of all such increases is limited to $500.0 million. Up to $50.0 million of borrowing availability under the 2022 Credit Agreement is available for the issuance of letter of credits.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 72.5 to 140 basis points, or (ii) a base rate plus a margin of 0 to 40 basis points: and the Term Loan and borrowings under an Incremental Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 80 to 160 basis points, or (ii) a base rate plus a margin of 0 to 60 basis points. The applicable margin will be determined based upon the unsecured senior debt rating of the Operating Partnership or the absence of such a rating. The Company also pays a quarterly facility fee on the total commitments under the Revolving Credit Facility.

The terms of the 2022 Credit Agreement require that the Company maintain customary financial and other covenants, including: (i) a fixed charge coverage ratio greater than or equal to 1.5 to 1.00; (ii) a leverage ratio less than or equal to 0.60 to 1.00, subject to specified exceptions; (iii) a ratio of unsecured indebtedness to unencumbered asset value less than or equal to 0.60 to 1.00, subject to specified exceptions; (iv) a ratio of secured indebtedness to total asset value less than or equal to 0.40 to 1.00; and (v) a ratio of unencumbered cash flow to interest expense on unsecured debt greater than 1.75 to 1.00. In addition, the 2022 Credit Agreement restricts payments of dividends and distributions on shares in excess of 95% of the Company's funds from operations (FFO) except to the extent necessary to enable the Company to continue to qualify as a REIT for federal income tax purposes.

The Company had  no outstanding borrowings under the Revolving Credit Facility as of December 31, 2023. During the twelve months ended December 31, 2023, the weighted-average interest rate on Revolving Credit Facility borrowings was 5.94% resulting in $0.6 million of interest expense. During the twelve months ended December 31, 2022 weighted-average interest rate on Revolving Credit Facility borrowings was 3.04% resulting in $5.6 million of interest expense.

Secured Construction Loan due 2026

On August 15, 2023, the Company entered into a construction loan agreement secured by the development project at 155 King of Prussia Road in Radnor, Pennsylvania in the aggregate principal amount of $50.0 million (the “Construction Loan”).

The Construction Loan has a scheduled maturity date of August 16, 2026 with an option to prepay at any time without a fee, premium or penalty. The Construction Loan bears interest at SOFR plus 2.5%.

In connection with the Construction Loan, the Company has provided a completion guaranty, carry guaranty, and limited payment guarantee up to 20% of the loan commitment, as well as customary environmental indemnities and guaranty of customary exceptions to non-recourse provisions in the loan documents.

Guaranteed Notes due 2028

On December 13, 2022, the Company completed an underwritten offering of $350.0 million aggregate principal amount of its 7.55% Guaranteed Notes due 2028 (the “2028 Notes”). The 2028 Notes were priced at 99.06% of their face amount and have been reflected net of a discount of approximately $3.3 million in the consolidated balance sheet as of December 31, 2022. The Company received approximately $344.6 million of proceeds after the deduction for underwriting discounts and offering expenses.

Guaranteed Notes due 2023

On December 20, 2022, the Company used a portion of the net proceeds from the offering of the 2028 Notes to repurchase $295.7 million aggregate principal amount of its outstanding 3.95% guaranteed notes due 2023 (the “2023 Notes”), through a tender offer, together with $4.1 million of accrued and unpaid interest thereon. The Company recognized a $0.4 million loss on early extinguishment of debt related to the total repurchase. On January 20, 2023, the Company completed the redemption of the remaining $54.3 million aggregate principal amount of the 2023 Notes.

The Company was in compliance with all financial covenants as of December 31, 2023. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital.

As of December 31, 2023, the aggregate scheduled principal payments on the Company's debt obligations were as follows (in thousands):

2024	$	340,000
2025	70,000
2026	13,824
2027	700,000
2028	595,000
Thereafter	428,610
Total principal payments	2,147,434
Net unamortized premiums/(discounts)	1,878
Net deferred financing costs	(10,480)
Outstanding indebtedness	$	2,138,832