Debt of the Operating Partnership

6 Months Ended

Jun. 30, 2021

Tanger Properties Limited Partnership [Member]

The debt of the Operating Partnership consisted of the following (in thousands):


						As of				As of
						June 30, 2021				December 31, 2020
	Stated Interest Rate(s)				Maturity Date	Principal		Book Value(1)		Principal		Book Value(1)
Senior, unsecured notes:
Senior notes	3.875	%			December 2023	$	100,000	$	99,322	$	250,000	$	247,967
Senior notes	3.750	%			December 2024	250,000		248,678		250,000		248,493
Senior notes	3.125	%			September 2026	350,000		347,049		350,000		346,770
Senior notes	3.875	%			July 2027	300,000		297,543		300,000		297,346

Mortgages payable:
Atlantic City (2)(3)	5.14	%	-	7.65%	November 2021- December 2026	25,481		26,511		27,343		28,569
Southaven (4)	LIBOR		+	1.80%	July 2021	51,400		51,393		51,400		51,371
Unsecured term loan	LIBOR(5)		+	1.25%	April 2024	300,000		298,106		350,000		347,370
Unsecured lines of credit (6)	LIBOR(5)		+	1.20%	October 2021	—		—		—		—
						$	1,376,881	$	1,368,602	$	1,578,743	$	1,567,886

(1)Including premiums and net of debt discount and debt origination costs.

(2)The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05%.

(3)Principal and interest due monthly with remaining principal due at maturity.

(4)In July 2021, we extended the maturity date 90 days to explore other financing options; however, the loan may be extended using the original two-year extension option to April 2023. Such extension may require a reduction in principal.

(5)As of June 30, 2021 until we amended our credit facilities in July 2021, if LIBOR was less than 0.25% per annum, the rate was deemed to be 0.25% for the portions of the lines of credit and bank term loan that were not fixed with an interest rate swap.

(6)In July 2021, we amended our unsecured lines of credit and extended the maturity date from October 2021 to July 2025, which may be extended by an additional year by exercising two six-month extension options. The amendment eliminated the LIBOR floor, which was previously 0.25%, and entitles us to a one basis point annual reduction in the interest rate if we meet certain sustainability thresholds. Other pricing terms remained the same. The lines provide for borrowings of up to $520.0 million, including a $20.0 million liquidity line and a $500.0 million syndicated line. A 0.25% facility fee is due annually on the entire committed amount of each facility. In certain circumstances, total line capacity may be increased to $1.2 billion through an accordion feature in the syndicated line.

Certain of our properties, which had a net book value of approximately $159.9 million at June 30, 2021, serve as collateral for mortgages payable. As of June 30, 2021, we maintained unsecured lines of credit that provided for borrowings of up to $600.0 million. The unsecured lines of credit as of June 30, 2021 included a $20.0 million liquidity line and a $580.0 million syndicated line. Following the amendment to our unsecured lines of credit in July 2021, our unsecured lines of credit provide for borrowings of up to $520.0 million, including a $20.0 million liquidity line and a $500.0 million syndicated line. As of June 30, 2021 and following the July 2021 amendments, the syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances.

We provide guarantees to lenders for our joint ventures, which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5% to 100% of principal. The principal guarantees include terms for release or reduction based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. As of June 30, 2021, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $21.9 million.

The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95% of funds from operations on a cumulative basis. As of June 30, 2021, we believe we were in compliance with all of our debt covenants.

Unsecured term loan

In March 2021 and June 2021, we paid down a total of $50.0 million of borrowings under our $350.0 million unsecured term loan with cash on hand, reducing the outstanding balance to $300.0 million as of June 30, 2021.

Senior Notes 3.875%

In April 2021, we completed a partial redemption of $150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and the write off of approximately $1.0 million of debt discount and debt origination costs. The make-whole premium and the write off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations. Subsequent to the redemption, $100.0 million aggregate principal amount of the Notes remains outstanding.

Debt Maturities

Maturities of the existing long-term debt as of June 30, 2021 for the next five years and thereafter are as follows (in thousands):


Calendar Year	Amount
For the remainder of 2021	$	55,331
2022	4,436
2023	104,768
2024	555,140
2025	1,501
Thereafter	655,705
Subtotal	1,376,881
Net discount and debt origination costs	(8,279)
Total	$	1,368,602

Given the financial implications of the COVID-19 pandemic, we have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.