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Debt Obligations
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
DEBT OBLIGATIONS

7. DEBT OBLIGATIONS

The following table sets forth information regarding the Company’s consolidated debt obligations outstanding at December 31, 2017 and 2016 (in thousands):

 

 

December 31, 2017

 

 

December 31, 2016

 

 

Effective

Interest Rate

 

 

Maturity

Date

MORTGAGE DEBT:

 

 

 

 

 

 

 

 

 

 

 

 

 

Two Logan Square

$

84,440

 

 

$

86,012

 

 

3.98%

 

 

May 2020

One Commerce Square

 

123,667

 

 

 

127,026

 

 

3.64%

 

(a)

Apr 2023

Two Commerce Square

 

112,000

 

 

 

112,000

 

 

4.51%

 

(b)

Apr 2023

Principal balance outstanding

 

320,107

 

 

 

325,038

 

 

 

 

 

 

 

Plus: fair market value premium (discount), net

 

(2,325

)

 

 

(2,761

)

 

 

 

 

 

 

Less: deferred financing costs

 

(566

)

 

 

(728

)

 

 

 

 

 

 

Mortgage indebtedness

$

317,216

 

 

$

321,549

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNSECURED DEBT

 

 

 

 

 

 

 

 

 

 

 

 

 

Seven-Year Term Loan - Swapped to fixed

$

250,000

 

 

$

250,000

 

 

3.72%

 

 

Oct 2022

$300.0M 5.70% Guaranteed Notes due 2017 (c)

 

-

 

 

 

300,000

 

 

5.68%

 

 

May 2017

$325.0M 4.95% Guaranteed Notes due 2018 (d)

 

-

 

 

 

325,000

 

 

5.13%

 

 

Apr 2018

$350.0M 3.95% Guaranteed Notes due 2023 (d)

 

350,000

 

 

 

250,000

 

 

3.87%

 

 

Feb 2023

$250.0M 4.10% Guaranteed Notes due 2024

 

250,000

 

 

 

250,000

 

 

4.33%

 

 

Oct 2024

$450.0M 3.95% Guaranteed Notes due 2027 (d)

 

450,000

 

 

 

-

 

 

4.03%

 

 

Nov 2027

$250.0M 4.55% Guaranteed Notes due 2029

 

250,000

 

 

 

250,000

 

 

4.60%

 

 

Oct 2029

Indenture IA (Preferred Trust I) (e)

 

27,062

 

 

 

27,062

 

 

LIBOR + 1.25%

 

 

Mar 2035

Indenture IB (Preferred Trust I) - Swapped to fixed

 

25,774

 

 

 

25,774

 

 

3.30%

 

 

Apr 2035

Indenture II (Preferred Trust II) - Swapped to fixed

 

25,774

 

 

 

25,774

 

 

3.09%

 

 

Jul 2035

Principal balance outstanding

 

1,628,610

 

 

 

1,703,610

 

 

 

 

 

 

 

Plus: original issue premium (discount), net

 

(4,423

)

 

 

(4,678

)

 

 

 

 

 

 

Less: deferred financing costs

 

(10,575

)

 

 

(7,369

)

 

 

 

 

 

 

Total unsecured indebtedness

$

1,613,612

 

 

$

1,691,563

 

 

 

 

 

 

 

Total Debt Obligations

$

1,930,828

 

 

$

2,013,112

 

 

 

 

 

 

 

 

(a)

This loan was assumed upon acquisition of the related properties on December 19, 2013. On December 29, 2015, the Company refinanced the debt increasing the principal balance to $130.0 million and extended the scheduled maturity date from January 6, 2016 to April 5, 2023.  A default under this loan will also constitute a default under the loan secured by Two Commerce Square. This loan is also secured by a lien on Two Commerce Square.

(b)

This loan was assumed upon acquisition of the related property on December 19, 2013. The interest rate reflects the market rate at the time of acquisition. A default under this loan will also constitute a default under the loan secured by One Commerce Square. This loan is also secured by a lien on One Commerce Square.

(c)

On May 1, 2017, the entire principal balance of the unsecured 5.70% Guaranteed Notes was repaid upon maturity. Available cash balances and the Credit Facility (as defined below) were used to fund the repayment of the unsecured notes.

(d)

On November 17, 2017, the Company completed an offering of $450.0 million 3.95% Guaranteed Notes due 2027 (the “2027 Notes) and reopened the 3.95% Guaranteed Notes due 2023 (the “2023 Notes”) for an additional $100.0 million. On November 17, 2017, the Company redeemed the remaining outstanding balance of the 4.95% Guaranteed Notes due 2018 (the “2018 Notes”) ahead of its scheduled maturity. See below for further discussion.

(e)

On September 30, 2017, the interest rate hedge contract for the Preferred Trust I expired. Subsequent to this expiration, the debt bears interest at a variable rate of LIBOR + 1.25%.

During 2017, 2016, and 2015, the Company’s weighted-average effective interest rate on its mortgage notes payable was 4.04%, 4.03%, and 5.72%, respectively.  As of December 31, 2017 and 2016, the gross carrying value of the mortgage indebtedness encumbering the Company’s Properties was $320.1 million and $325.0 million, respectively.

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.

On November 17, 2017, the Company completed an underwriting offering of its $450.0 million 3.95% Guaranteed Notes due 2027 (the “2027 Notes”) and reopened the 3.95% Guaranteed Notes due 2023 (the “2023 Notes”) for an additional $100.0 million. The 2027 Notes were priced at 99.25% of their face amount with a yield to maturity of 4.04%, representing a spread at the time of pricing of 1.70% over the ten-year treasury rate. The 2023 Notes were priced at 102.497% of their face amount with a yield to maturity of 3.40%, representing a spread at the time of pricing of 1.40% over the five-year treasury rate. The 2027 Notes and 2023 Notes have been reflected net of a discount of $3.4 million and a premium of $2.5 million, respectively, in the consolidated balance sheet as of December 31, 2017. The Company received $546.6 million after the deduction for underwriting discounts and offering expenses.

On November 17, 2017, the Company used a portion of the net proceeds from the offering of the 2027 Notes and 2023 Notes to repurchase $115.1 million aggregate principal amount of 2018 Notes, through a tender offer, which consists of a $113.4 million principal repayment of the 2018 Notes, $1.2 million of prepayment penalties and $0.5 million of accrued interest. The Company recognized a $1.4 million loss on early extinguishment of debt related to the total repurchase.

On December 18, 2017, the Company redeemed in full the $211.6 million aggregate principal amount of 2018 Notes that remained outstanding following completion of the tender offer, at a cash redemption price of $215.7 million (inclusive of prepayment penalties of $2.3 million and accrued interest of $1.8 million). The Company recognized a $2.5 million loss on early extinguishment of debt related to the total repurchase.

The following table provides additional information on the Company’s repurchase of $325.0 million in the aggregate principal amount of its outstanding unsecured notes (consisting of the 2018 Notes, as indicated above) during the twelve months ended December 31, 2017 (in thousands). There were no repurchases of unsecured debt during the twelve months ended December 31, 2016 and 2015.

 

Notes

Principal

 

 

Repurchase Amount (a)

 

 

Loss on Early Extinguishment of Debt (b)

 

2018 4.95% Notes

$

325,000

 

 

$

330,792

 

 

$

(3,933

)

 

(a)

Includes prepayment penalties with respect to the redemption of debt.

(b)

Includes unamortized balance of the original issue discount and deferred financing costs.

On October 8, 2015, the Company amended and restated its $200.0 million seven-year term loan maturing February 1, 2019. Pursuant to the terms of the amendment, the Company increased the term loan by an additional $50.0 million, lengthened the maturity date to October 8, 2022, and exercised the option to increase the aggregate amount by up to $150.0 million. The loan bears interest at LIBOR plus 1.80%. Through a series of interest rate swaps, the $250.0 million outstanding balance of the term loan has a fixed interest rate of 3.72%.

On May 15, 2015, the Company closed on a four-year unsecured revolving credit facility (the "Credit Facility") that provides for borrowings of up to $600.0 million. The Company expects to use advances under the Credit Facility for general business purposes, including to fund costs of acquisitions, developments and redevelopments of properties, fund share repurchases and to repay from time to time other debt. On terms and conditions specified in the credit agreement, the Company may enter into unsecured term loans and/or increase the initial amount of the credit facility by up to, in the aggregate for all such term loans and increases, an additional $400.0 million. The Credit Facility includes a $65.0 million sub-limit for the issuance of letters of credit and a $60.0 million sub-limit for swing-loans. The Credit Facility has a scheduled maturity date of May 15, 2019, and is subject to two six-month extensions on terms and conditions specified in the credit agreement.

At the Company's option, loans outstanding under the Credit Facility will bear interest at a rate per annum equal to (1) LIBOR plus between 0.875% and 1.55% based on the Company's credit rating or (2) a base rate equal to the greatest of (a) the Administrative Agent's prime rate, (b) the Federal Funds rate plus 0.5% or (c) LIBOR for a one month period plus 1.00%, in each case, plus a margin ranging from 0.0% to 0.55% based on the Company's credit rating. The Credit Facility also contains a competitive bid option that allows banks that are part of the lender consortium to bid to make loan advances to the Company at a reduced interest rate. In addition, the Company is also obligated to pay (1) in quarterly installments a facility fee on the total commitment at a rate per annum ranging from 0.125% to 0.30% based on the Company's credit rating and (2) an annual fee on the undrawn amount of each letter or credit equal to the LIBOR Margin. Based on the Company's current credit rating, the LIBOR margin is 1.20% and the facility fee is 0.25%. As of December 31, 2017, the Company did not have any outstanding borrowings on its Credit Facility. During the twelve months ended December 31, 2017, the weighted-average interest rate on Credit Facility borrowings was 2.28%, resulting in $2.6 million of interest expense. As of and during the twelve-month period ended December 31, 2016, the Company had no borrowings under the Credit Facility.

The Credit Facility contains financial and operating covenants and restrictions, including covenants that relate to the Company’s incurrence of additional debt; granting liens; consummation of mergers and consolidations; the disposition of assets and interests in subsidiaries; the making of loans and investments and the payment of dividends. The terms of the Credit Facility 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 minimum net worth; (iii) a leverage ratio less than or equal to 0.60 to 1.00, subject to specified exceptions; (iv) a ratio of unsecured indebtedness to unencumbered asset value less than or equal to 0.60 to 1.00, subject to specified exceptions; (v) a ratio of secured indebtedness to total asset value less than or equal to 0.40 to 1.00; and (vi) a ratio of unencumbered cash flow to interest expense on unsecured debt greater than 1.75 to 1.00. In addition, the Credit Facility 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. On December 31, 2017, the Company was in compliance with all covenants in the Credit Facility.

Concurrently with its entry into the Credit Facility, the Company terminated its then existing unsecured revolving credit facility, which had a scheduled maturity date of February 1, 2016.

The Term Loan contains the same financial and operating covenants and restrictions, including covenants that relate to the Company’s incurrence of additional debt; granting liens; consummation of mergers and consolidations; the disposition of assets and interests in subsidiaries; the making of loans and investments; negative pledges, transactions with affiliates and the payment of dividends, as the Credit Facility.

The Company was in compliance with all financial covenants as of December 31, 2017. Management continuously monitors the Company’s compliance with and anticipated compliance with the covenants. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital. While the Company currently believes it will remain in compliance with its covenants, in the event that the economy deteriorates in the future, the Company may not be able to remain in compliance with such covenants, in which case a default would result absent a lender waiver.

As of December 31, 2017, the Company’s aggregate scheduled principal payments of debt obligations, excluding amortization of discounts and premiums, are as follows (in thousands):

 

2018

$

6,601

 

2019

 

7,360

 

2020

 

86,978

 

2021

 

6,099

 

2022

 

256,332

 

Thereafter

 

1,585,347

 

Total principal payments

 

1,948,717

 

Net unamortized premiums/(discounts)

 

(6,748

)

Net deferred financing costs

 

(11,141

)

Outstanding indebtedness

$

1,930,828