Debt of the Operating Partnership

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt of the Operating Partnership

Debt Guaranteed by the Company

All of the Company’s debt is held by the Operating Partnership and its consolidated subsidiaries.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $520.0 million as of March 31, 2023. The Company also guarantees the Operating Partnership’s unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):

	As of
	March 31, 2023		December 31, 2022
Unsecured lines of credit	$	—	$	—
Unsecured term loan	$	325,000	$	325,000

Debt of the Operating Partnership

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

						As of				As of
						March 31, 2023				December 31, 2022
	Stated Interest Rate(s)				Maturity Date	Principal		Book Value(1)		Principal		Book Value(1)
Senior, unsecured notes:
Senior notes	3.125	%			September 2026	$	350,000	$	348,037	$	350,000	$	347,894
Senior notes	3.875	%			July 2027	300,000		298,242		300,000		298,142
Senior notes	2.750	%			September 2031	400,000		392,177		400,000		391,962
Mortgages payable:
Atlantic City (2) (3)	6.44	%	-	7.65%	December 2024- December 2026	15,948		16,396		17,109		17,625
Southaven	Adj SOFR		+	2.00%	October 2026	51,700		51,353		51,700		51,346
Unsecured term loan	Adj SOFR		+	1.20%	January 2027	325,000		321,736		325,000		321,525
Unsecured lines of credit	Adj SOFR		+	1.20%	July 2025	—		—		—		—
						$	1,442,648	$	1,427,941	$	1,443,809	$	1,428,494

(1)Including premiums and net of debt discount and debt origination costs. Excludes $3.1 million and $3.5 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended March 31, 2023 and December 31, 2022 respectively, recorded in prepaids and other assets in the Consolidated Balance Sheet.

(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.

Certain of our properties, which had a net book value of approximately $140.9 million at March 31, 2023, serve as collateral for mortgages payable. As of March 31, 2023, we maintained unsecured lines of credit that provided for borrowings of up to $520.0 million. The unsecured lines of credit as of March 31, 2023 included a $20.0 million liquidity line and a $500.0 million syndicated line. 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 term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0% to 15.5% of principal. As of March 31, 2023, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $10.0 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 March 31, 2023, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities and principal amortization of the existing long-term debt as of March 31, 2023 for the next five years and thereafter are as follows (in thousands):

Calendar Year	Amount
For the remainder of 2023	$	3,612
2024	5,130
2025	1,501
2026	407,405
2027	625,000
Thereafter	400,000
Subtotal	1,442,648
Net discount and debt origination costs	(14,707)
Total	$	1,427,941

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.