Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

7. Debt

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

	Interest Rate at			Carrying Value at
	September 30,	December 31,	Maturity Date at	September 30,	December 31,
	2023	2022	September 30, 2023	2023	2022
Mortgages Payable
Core Mortgages Payable	3.99% - 5.89%	3.88% - 5.89%	Feb 2024 - Apr 2035	$192,340	$193,838
Fund II Mortgages Payable	SOFR+2.61%	SOFR+2.61%	Aug 2025	137,485	133,655
Fund III Mortgages Payable	SOFR+3.75%	SOFR+3.35%	Oct 2025	33,000	35,970
Fund IV Mortgages and Other Notes Payable (a)(d)	SOFR+2.25% - SOFR+3.65%	LIBOR+2.25% - LIBOR+3.65%	Jul 2023 - Jun 2026	146,575	146,230
Total Fund V Mortgages Payable	SOFR + 1.61% - SOFR + 2.80%	LIBOR + 1.85% - SOFR + 2.76%	Jan 2024 - Jun 2028	460,316	426,224
Net unamortized debt issuance costs				(8,371)	(7,621)
Unamortized premium				266	343
Total Mortgages Payable				$961,611	$928,639
Unsecured Notes Payable
Core Unsecured Term Loans	SOFR+1.60% - SOFR+2.05%	3.74%-5.11%	Jun 2026 - Jul 2029	$650,000	$650,000
Fund V Subscription Facility	SOFR+3.05%	SOFR+1.86%	Nov 2023	20,266	51,210
Net unamortized debt issuance costs				(4,078)	(5,076)
Total Unsecured Notes Payable				$666,188	$696,134
Unsecured Line of Credit
Total Unsecured Line of Credit	SOFR+1.45%	SOFR+1.50%	Jun 2025	$192,287	$168,287
Total Debt (b)(c)				$1,832,269	$1,805,414
Net unamortized debt issuance costs				(12,449)	(12,697)
Unamortized premium				266	343
Total Indebtedness				$1,820,086	$1,793,060

(a)Includes the outstanding balance on the Fund IV secured bridge facility of $39.2 million at each of September 30, 2023 and December 31, 2022.

(b)Includes $1,250.8 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. The effective fixed rates ranged from 1.14% to 4.54%.

(c)Includes $154.1 million and $103.8 million, respectively, of variable-rate debt that is subject to interest cap agreements as of the periods presented. The effective fixed rates ranged from 3.0% to 5.50%.

(d)Includes $19.3 million of a non-recourse loan in default related to 146 Geary Street, that matured with no further extension options.

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 (Note 9).

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 (Note 9).

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 (Note 9).

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

Unsecured Revolving Line of Credit

At September 30, 2023 and December 31, 2022, the Company had a total of $107.7 million and $131.7 million available under its Revolver, reflecting borrowings of $192.3 million and $168.3 million, respectively, and no letters of credit outstanding.

Mortgages and Other Notes Payable

During the nine months ended September 30, 2023, the Company (amounts represent balances at the time of transactions):

•entered into a new Fund mortgage of $32.3 million in the third quarter;

•extended four Fund mortgages, two of which were extended in the first quarter totaling $58.0 million (excluding principal reductions of $0.2 million), and two of which were extended in the second quarter totaling $61.3 million;

•refinanced four Fund mortgages, three of which were refinanced in the second quarter totaling $78.4 million, and one of which was refinanced in the third quarter for $33.0 million; and

•made scheduled principal payments totaling $5.8 million.

At September 30, 2023 and December 31, 2022, the Company’s mortgages were collateralized by 33 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 (Note 9). 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 September 30, 2023 and December 31, 2022. The Operating Partnership has guaranteed up to $22.5 million of the Fund IV secured bridge facility (Note 9).

At September 30, 2023, a Fund V mortgage of $29.2 million, or $5.9 million at the Company’s share, and the Fund IV secured bridge facility had not met their debt service coverage ratio requirements. The lenders may require a cash sweep of property rent or a principal paydown until these conditions are cured. As this is not an event of default, debt maturity is not accelerated, however, the Company is restricted from making any distributions under the loan.

On July 15, 2023, the 146 Geary Street, Fund IV non-recourse mortgage loan with an outstanding balance of $19.3 million, or $4.5 million at the Company’s share, matured with no further extension options and was in default. The property securing the mortgage is a vacant building located in San Francisco, California. The loan accrued default interest at a rate of 4.00% per annum in excess of the interest rate of SOFR + 3.65%. On October 27, 2023, the Company completed the transfer of the property to its lender through a deed-in-lieu foreclosure (Note 16). The Company has recorded an impairment charge related to such loan default and transfer of the property (Note 8).

Unsecured Notes Payable

Unsecured notes payable at September 30, 2023 and December 31, 2022 are comprised of the following:

•The outstanding balance of the Term Loan was $400.0 million at each of September 30, 2023 and December 31, 2022.

•The outstanding balance of the $175.0 Million Term Loan was $175.0 million at each of September 30, 2023 and December 31, 2022.

•The outstanding balance of the $75.0 Million Term Loan was $75.0 million at each of September 30, 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. On May 1, 2023, Fund V modified its subscription line and extended the maturity date to November 1, 2023. The outstanding balance and total available credit of the Fund V subscription line was $20.3 million and $72.7 million, respectively at September 30, 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.

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 September 30, 2023 are as follows (in thousands):

Year Ending December 31,
2023 (Remainder)	$	135,007
2024		252,759
2025		577,818
2026		436,727
2027		202,790
Thereafter		227,168
		1,832,269
Unamortized premium		266
Net unamortized debt issuance costs		(12,449	)
Total indebtedness	$	1,820,086

The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of September 30, 2023 of $20.3 million contractually due in the remainder of 2023 for which the Company has available options to extend by up to six 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.