Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

7. Debt

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

	Interest Rate at (a)			Carrying Value at
	March 31,	December 31,	Maturity Date at	March 31,	December 31,
	2023	2022	March 31, 2023	2023	2022
Mortgages Payable
Core Mortgages Payable	3.99%-5.89%	3.88%-5.89%	Feb 2024 - Apr 2035	$193,344	$193,838
Fund II Mortgages Payable	SOFR+2.61%	SOFR+2.61%	Aug 2025	133,655	133,655
Fund III Mortgages Payable	SOFR+3.35%	SOFR+3.35%	Jul 2023	35,970	35,970
Fund IV Mortgages and Other Notes Payable (b)	LIBOR+2.25%-LIBOR+3.65%	LIBOR+2.25%-LIBOR+3.65%	Apr 2023 - Jun 2026	146,091	146,230
Total Fund V Mortgages Payable	SOFR + 1.61% to SOFR + 2.76%	LIBOR + 1.85% - SOFR + 2.76%	May 2023 - Nov 2026	424,662	426,224
Net unamortized debt issuance costs				(7,121)	(7,621)
Unamortized premium				317	343
Total Mortgages Payable				$926,918	$928,639
Unsecured Notes Payable
Core Unsecured Term Loans	3.72%-5.24%	3.74%-5.11%	Jun 2026 - Jul 2029	$650,000	$650,000
Fund V Subscription Facility	SOFR+1.86%	SOFR+1.86%	May 2023	1,824	51,210
Net unamortized debt issuance costs				(4,723)	(5,076)
Total Unsecured Notes Payable				$647,101	$696,134
Unsecured Line of Credit
Total Unsecured Line of Credit	SOFR+1.50%	SOFR+1.50%	Jun 2025	$172,587	$168,287
Total Debt (c)(d)				$1,758,133	$1,805,414
Net unamortized debt issuance costs				(11,844)	(12,697)
Unamortized premium				317	343
Total Indebtedness				$1,746,606	$1,793,060

a)At March 31, 2023, the stated rates ranged from 4.53% for Core variable-rate debt; SOFR + 2.61% for Fund II variable-rate debt; SOFR + 3.35% for Fund III variable-rate debt; LIBOR + 2.25% to LIBOR + 3.65% for Fund IV variable-rate debt; SOFR + 1.61% to SOFR + 2.76% for Fund V variable-rate debt; 3.72%-5.24% for Core variable-rate unsecured term loans; and SOFR + 1.50% for Core variable-rate unsecured lines of credit.

b)Includes the outstanding balance on the Fund IV secured bridge facility of $39.2 million at each of March 31, 2023 and December 31, 2022.

c)Includes $1,207.5 million and $1,264.0 million, respectively, of variable-rate debt that has been fixed with interest rate swap agreements as of the periods presented.

d)Includes $144.5 million and $103.8 million, respectively, of variable-rate debt that is subject to interest cap agreements as of the periods presented.

Credit Facilities

The Operating Partnership has a $700.0 million senior unsecured credit facility, as amended (the “Credit Facility”), with Bank of America, N.A. as administrative agent, comprised of a $300.0 million senior unsecured revolving credit facility (the “Revolver”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, and a $400.0 million senior unsecured term loan (the “Term Loan”) which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating. Currently, the Revolver bears interest at SOFR + 1.50% and the Term Loan bears interest at SOFR + 1.65%. The Revolver matures on June 29, 2025, subject to two six-month extension options, and the Term Loan matures on June 29, 2026. The Credit Facility provides for an accordion feature, which allows for one or more increases in the revolving credit facility or term loan facility, for a maximum aggregate principal amount not to exceed $900.0 million. The Credit Facility is guaranteed by the Company and certain subsidiaries of the Company.

On April 6, 2022, the Operating Partnership entered into a $175.0 million term loan facility (the “$175.0 Million Term Loan”), with Bank of America, N.A. as administrative agent, which bears interest at a floating rate based on SOFR with margins based on leverage or credit rating, and which matures on April 6, 2027. The proceeds of the $175.0 million term loan were used to pay down the Revolver. Currently the $175.0 million term loan bears interest at SOFR + 1.60%. The $175.0 million term loan is guaranteed by the Company and certain subsidiaries of the Company.

On July 29, 2022, the Operating Partnership entered into the $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 and which matures on July 29, 2029. Currently the $75.0 million term loan bears interest at SOFR + 2.05%. The proceeds of the $75.0 million term loan were used to pay down the Revolver. The $75.0 million term loan is guaranteed by the Company and certain subsidiaries of the Company.

The Company has entered into various swap agreements to effectively fix its interest costs on a portion of its Revolver and term loans, as described above (Note 8).

Mortgages and Other Notes Payable

During the three months ended March 31, 2023, the Company (amounts represent balances at the time of transactions):

•extended two Fund mortgages totaling $58.0 million (excluding principal reductions of $0.2 million); and

•made scheduled principal payments totaling $2.0 million.

During the year ended December 31, 2022, the Company (amounts represent balances at the time of transactions):

•entered into a new Fund mortgage in the amount of $42.4 million in the second quarter;

•modified and extended ten Fund mortgages, four of which were extended during the first quarter totaling $99.0 million (excluding principal reductions of $1.1 million), two of which were extended during the second quarter totaling $62.2 million, one of which was extended during the third quarter totaling $36.0 million, and three of which were extended during the fourth quarter totaling $83.4 million (excluding principal reductions and interest reserve of $3.5 million and $4.2 million, respectively);

•modified the Fund IV bridge loan with an outstanding balance of $42.2 million (excluding principal reductions of $8.6 million) and changed the rate to SOFR plus 2.56% and extended the term by two-months in the second quarter; During the third quarter, the Company modified the facility and extended the maturity date to December 29, 2023.

•refinanced a Core loan in the third quarter with an outstanding balance of $25.4 million with a new loan of $26.0 million at an interest rate of 4.00% maturing July 10, 2027;

•refinanced Fund II mortgage debt and unsecured note collateralized by the real estate assets of City Point Phase II in the third quarter with an aggregate outstanding balance of $257.9 million and $40.0 million, respectively, ("City Point debt"), with a single $198.0 million mortgage loan, with initial proceeds of approximately $132.3 million and a loan from the Company to other Fund II Investors (Note 10). The mortgage has a three-year initial term and bears interest at SOFR + 2.61%. The mortgage is collateralized by the real estate assets of City Point, of which $50.0 million is guaranteed by the Operating Partnership;

•repaid one Core mortgage of $12.3 million during the first quarter and repaid three Fund mortgages in the aggregate amount of $57.8 million in connection with the sale of properties during the first quarter (Note 2); repaid one Fund mortgage during the second quarter in the amount of $22.7 million; repaid two Fund mortgages during the third quarter in the aggregate amount of $29.5 million in

connection with the sale of a property during the third quarter; repaid one Core mortgage of $10.3 million in connection with the sale of a property in the fourth quarter; and

•made principal payments of $7.5 million and repaid $17.0 million on the Fund IV secured bridge facility.
 

At March 31, 2023 and December 31, 2022, the Company’s mortgages were collateralized by 32 and 31 properties, respectively, and 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 Operating Partnership has guaranteed up to $50.0 million related to the Fund II City Point mortgage loan. The Company is not in default on any of its loan agreements at March 31, 2023. A portion of the Company’s variable-rate mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).

Fund IV also has an outstanding balance and total available credit on its secured bridge facility of $39.2 million and $0.0 million, respectively, at March 31, 2023 and December 31, 2022. The Operating Partnership has guaranteed up to $22.5 million of the Fund IV secured bridge facility.

Unsecured Notes Payable

Unsecured notes payable at March 31, 2023 and December 31, 2022 are comprised of the following:

•The outstanding balance of the Term Loan was $400.0 million at each of March 31, 2023 and December 31, 2022.

•The outstanding balance of the $175.0 Million Term Loan was $175.0 million at each of March 31, 2023 and December 31, 2022.

•The outstanding balance of the $75.0 Million Term Loan was $75.0 million at each of March 31, 2023 and December 31, 2022.

•Fund II refinanced its City Point debt in the third quarter of 2022 (Note 10).

•Fund V has a $100.0 million subscription line collateralized by Fund V’s unfunded capital commitments, and, to the extent of Acadia’s capital commitments, is guaranteed by the Operating Partnership. The outstanding balance and total available credit of the Fund V subscription line was $1.8 million and $91.2 million, respectively at March 31, 2023 reflecting outstanding letters of credit of $7.0 million. The outstanding balance and total available credit were $51.2 million and $41.8 million at December 31, 2022, respectively, reflecting outstanding letters of credit of $7.0 million.

Unsecured Revolving Line of Credit

At March 31, 2023 and December 31, 2022, the Company had a total of $127.4 million and $131.7 million available under its Revolver, reflecting borrowings of $172.6 million and $168.3 million, respectively, and no letters of credit outstanding.

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 March 31, 2023 are as follows (in thousands):

Year Ending December 31,
2023 (Remainder)	$	288,658
2024		251,476
2025		413,292
2026		436,444
2027		202,354
Thereafter		165,909
		1,758,133
Unamortized premium		317
Net unamortized debt issuance costs		(11,844	)
Total indebtedness	$	1,746,606

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of March 31, 2023 of $1.8 million contractually due in the remainder of 2023 for which the Company has available options to extend by up to 12 months. However, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options.

See Note 4 for information about liabilities of the Company’s unconsolidated affiliates.