Notes Payable

9 Months Ended

Sep. 30, 2019

9. Notes Payable

The following is a summary of our indebtedness:



(in millions)	September 30, 2019		December 31, 2018
Commercial banks
3.11% Term Loan, due 2022	$	99.7	$	99.6

Senior unsecured notes
4.78% Notes, due 2021	$	249.3	$	249.1
3.15% Notes, due 2022	347.8		347.3
5.07% Notes, due 2023	248.3		248.0
4.36% Notes, due 2024	248.9		248.7
3.68% Notes, due 2024	247.9		247.6
3.74% Notes, due 2028	396.6		396.1
3.67% Notes, due 2029	593.6		—
	$	2,332.4	$	1,736.8

Total unsecured notes payable	$	2,432.1	$	1,836.4

Secured notes
4.38% Conventional Mortgage Loan, due 2045	$	45.3	$	45.9
5.19% Conventional Mortgage Notes, due 2019	—		419.9
5.33% Conventional Mortgage Loan, due 2019	—		19.4
Total secured notes payable	$	45.3	$	485.2

Total notes payable (1)	$	2,477.4	$	2,321.6


(1)	Unamortized debt discounts and debt issuance costs of $18.0 million and $13.9 million are included in senior unsecured and secured notes payable as of September 30, 2019 and December 31, 2018, respectively.

In March 2019, we amended and restated our $600 million unsecured credit facility to, among other things, extend the maturity date from August 2019 to March 2023, with two options to further extend the facility at our election for two additional six month periods, and increase the facility from $600 million to $900 million, which may be expanded three times by up to an additional $500 million upon satisfaction of certain conditions. The interest rate on our unsecured credit facility is based upon the London Interbank Offered Rate ("LIBOR") plus a margin which is subject to change as our credit ratings change. Advances under our credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $450 million or the remaining amount available under our credit facility. Our credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations on the date of this filing.

Our credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our credit facility, it does reduce the amount available. At September 30, 2019, we did not have any amounts outstanding on our $900 million credit facility and we had outstanding letters of credit totaling approximately $8.9 million, leaving approximately $891.1 million available under our credit facility.

In June 2019, we issued $600.0 million aggregate principal amount of 3.150% senior unsecured notes due July 1, 2029 (the "2029 Notes") under our existing shelf registration statement. The 2029 Notes were offered to the public at 99.751% of their face amount with a stated rate of 3.150% and a yield to maturity of 3.179%. In anticipation of the offering of the 2029 Notes, we initiated forward interest rate swap agreements with an aggregate notional amount of $300.0 million. After giving effect to the settlement of the swap agreements, which will be recognized over the first seven years of the 2029 Notes as discussed below in Note 10, "Derivative Financial Instruments and Hedging Activities," and deducting the underwriting discounts and other estimated expenses of the offering, the effective annual interest rate on the 2029 Notes is approximately 3.84% through June 2026, and approximately 3.28% thereafter, for an all-in average effective rate of approximately 3.67%. We received net proceeds of approximately $593.4 million, net of underwriting discounts and other estimated offering expenses. Interest on the 2029 Notes is payable semi-annually on January 1 and July 1, beginning January 1, 2020. We may redeem the 2029 Notes, in whole or in part, at any time at a redemption price equal to the principal amount and accrued interest of the notes being redeemed plus a make-

whole provision. If, however, we redeem the 2029 Notes 90 days or fewer prior to the maturity date, the redemption price will equal 100% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2029 Notes are direct, senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness. We used the proceeds from the offering of the 2029 Notes to repay outstanding balances on our unsecured line of credit in June 2019, the prepayment of secured debt in late October 2019 (discussed below) and for general corporate purposes which included property development, capital expenditures, and working capital.

In the first quarter of 2019, we repaid approximately $439.3 million of secured conventional mortgage debt utilizing our unsecured credit facility and proceeds from our equity offering completed in February 2019.

We had outstanding floating rate debt of approximately $99.7 million and $229.0 million at September 30, 2019 and 2018, respectively. The weighted average interest rate on such debt was approximately 3.1% and 2.9% for the nine months ended September 30, 2019 and 2018, respectively.

Our indebtedness had a weighted average maturity of approximately 5.6 years at September 30, 2019. The table below is a summary of the maturity dates of our outstanding debt and principal amortizations, and the weighted average interest rates on such debt, at September 30, 2019:



(in millions) (1)	Amount			Weighted Average Interest Rate (2)
2019 (3)	$	293.9		4.7	%
2020	(3.0		)	—
2021	(3.1		)	—
2022	447.1			3.1
2023	248.0			5.1
Thereafter	1,494.5			3.9
Total	$	2,477.4		4.0	%


(1)	Includes amortization of debt discounts, debt issuance costs, net of scheduled principal payments, and all available extension options.


(2)	Includes the effects of the applicable settled forward interest rate swaps.


(3)	Includes the $250 million 4.78% Senior Notes due 2021 and the $45.3 million 4.38% secured conventional mortgage note due 2045. In late October 2019, we redeemed the Senior Notes due 2021 and prepaid the secured conventional notes due 2045. See below for further discussion.

In October 2019, we issued $300.0 million aggregate principal amount of 3.350% senior unsecured notes due November 1, 2049 (the "2049 Notes") under our existing shelf registration statement. The 2049 Notes were offered to the public at 99.941% of their face amount with a stated rate of 3.350% and a yield to maturity of 3.353%. We received net proceeds of approximately $296.6 million, net of underwriting discounts and other estimated offering expenses. Interest on the 2049 Notes is payable semi-annually on May 1 and November 1, beginning May 1, 2020. We may redeem the 2049 Notes, in whole or in part, at any time at a redemption price equal to the principal amount and accrued interest of the notes being redeemed, plus a make-whole provision. If, however, we redeem the 2049 Notes within six months of the maturity date, the redemption price will equal 100% of the principal amount of the 2049 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2049 Notes are direct, senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness.

In late October 2019, we used the net proceeds from the 2049 Notes, together with cash on hand from the proceeds of the 2029 Notes, to fund the early redemption of all of the $250 million aggregate principal amount of our 4.78% effective rate Senior Notes due 2021, plus a make-whole premium and accrued and unpaid interest to the date of redemption, and to prepay all of the approximately $45.3 million aggregate principal amount of our 4.38% secured conventional mortgage note due 2045, plus a prepayment premium and interest to the date of repayment. In connection with these transactions, we will record an approximate $12 million charge in the fourth quarter of 2019.