Debt

The Company, through property owner subsidiaries, had outstanding non-recourse secured mortgages and notes payable of $1,029,838 and $1,415,961 as of September 30, 2013 and December 31, 2012, respectively. Interest rates, including imputed rates on mortgages and notes payable, ranged from 3.6% to 8.5% at September 30, 2013 and December 31, 2012 and the mortgages and notes payables mature between 2013 and 2027 as of September 30, 2013. The weighted-average interest rate at September 30, 2013 and December 31, 2012 was 5.4% and 5.6%, respectively.

In June 2013, the Company issued $250,000 aggregate principal amount of 4.25% Senior Notes due 2023 (“Senior Notes”) at an issuance price of 99.026% of the principal amount. The Senior Notes are unsecured, pay interest semi-annually in arrears and mature in June 2023. The Company may redeem the notes at its option at any time prior to maturity in whole or in part by paying the principal amount of the notes being redeemed plus a premium. The Company issued these Senior Notes at an initial discount of $2,435 which will be recognized as additional interest expense over the term of the Senior Notes. The Senior Notes are rated Baa2 and BBB- by Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”), respectively.

On February 12, 2013, the Company refinanced its $300,000 secured revolving credit facility with a $300,000 unsecured revolving credit facility with KeyBank National Association (“KeyBank”), as agent. The unsecured revolving credit facility matures in February 2017 but can be extended until February 2018 at the Company’s option. The unsecured revolving credit facility bore interest at LIBOR plus 1.50% to 2.05% based on the Company’s leverage ratio, as defined therein. Since the Company has obtained an investment-grade unsecured debt rating from both Moody’s and S&P, the interest rate under the unsecured revolving credit facility ranges from LIBOR plus 0.95% to 1.725% (1.15% as of September 30, 2013) depending on the Company's unsecured debt rating. In addition, the Company increased its availability under the unsecured revolving credit facility from $300,000 to $400,000. At September 30, 2013, the unsecured revolving credit facility had $67,000 outstanding, outstanding letters of credit of $7,644 and availability of $325,356, subject to covenant compliance.

In connection with the refinancing discussed above, the Company also procured a five-year $250,000 unsecured term loan facility from KeyBank, as agent. The unsecured term loan matures in February 2018, required regular payments of interest only at interest rates ranging from LIBOR plus 1.45% to 2.00% dependent on the Company's leverage ratio, as defined therein and can be prepaid without penalty. Since the Company has obtained an investment-grade unsecured debt rating from both Moody’s and S&P, the interest rate under the unsecured term loan ranges from LIBOR plus 1.10% to 2.10% (1.35% as of September 30, 2013) depending on the Company’s unsecured debt rating. As of September 30, 2013, the Company entered into an interest-rate swap agreement to fix LIBOR at 0.73% through February 2018 on the $64,000 of outstanding LIBOR-based borrowings.

During 2012, the Company procured a $255,000 secured term loan from Wells Fargo Bank, National Association (“Wells Fargo”), as agent. The term loan matures in January 2019. The term loan required regular payments of interest only at interest rates ranging from LIBOR plus 2.00% to 2.85% dependent on the Company's leverage ratio, as defined therein. Since the Company has obtained an investment-grade unsecured debt rating from both Moody’s and S&P, the interest rate under the secured term loan ranges from LIBOR plus 1.50% to 2.25% (1.75% as of September 30, 2013) depending on the Company's unsecured debt rating. The Company may prepay any outstanding borrowings under the term loan facility at a premium through January 12, 2016 and at par thereafter. During 2012, the Company entered into interest-rate swap agreements to fix LIBOR at a weighted-average rate of 1.42% through January 2019 on the $255,000 of outstanding LIBOR-based borrowings. The term loan was initially secured by ownership interest pledges by certain subsidiaries that collectively owned a borrowing base of properties. In February 2013, the Company amended the term loan to release the collateral as security.

The unsecured revolving credit facility and the unsecured term loans are subject to financial covenants, which the Company was in compliance with at September 30, 2013.

The Company had $25,000 and $35,551 secured term loans with KeyBank, which were satisfied in January 2012 and the Company recognized debt satisfaction charges of $1,578 as a result of the satisfaction.

During 2010, the Company issued $115,000 aggregate principal amount of 6.00% Convertible Guaranteed Notes due 2030. The notes pay interest semi-annually in arrears and mature in January 2030. The holders of the notes may require the Company to repurchase their notes in January 2017, January 2020 and January 2025 for cash equal to 100% of the notes to be repurchased, plus any accrued and unpaid interest. The Company may not redeem any notes prior to January 2017, except to preserve its REIT status. The notes have a current conversion rate of 146.2412 common shares per one thousand principal amount of the notes, representing a conversion price of approximately $6.84 per common share. The conversion rate is subject to adjustment under certain circumstances, including increases in the Company's dividend rate above a certain threshold and the issuance of stock dividends. The notes are convertible by the holders under certain circumstances for cash, common shares or a combination of cash and common shares at the Company's election. The notes are convertible prior to the close of business on the second business day immediately preceding the stated maturity date, at any time beginning in January 2029 and also upon the occurrence of specified events. During the nine months ended September 30, 2013, $54,905 aggregate principal amount of the notes were converted for 7,944,673 common shares and aggregate cash payments of $3,270, plus accrued and unpaid interest resulting in aggregate debt satisfaction charges of $13,536.

On September 30, 2013, the Company obtained the release of all guarantees, other than the Company's operating partnerships, under the indenture for the 6.00% Convertible Guaranteed Notes due 2030, the indenture for the Senior Notes, the term loan agreements and the unsecured revolving credit facility.

During 2007, the Company issued an aggregate $450,000 of its 5.45% Exchangeable Guaranteed Notes due 2027. The Company prepaid $387,850 of the notes prior to 2012 and the remaining $62,150 of notes were repurchased by the Company and satisfied in January 2012 pursuant to a holder repurchase option. This resulted in debt satisfaction charges of $44.

Below is a summary of additional disclosures related to the 6.00% Convertible Guaranteed Notes due 2030.



	6.00% Convertible Guaranteed Notes due 2030
Balance Sheets:	September 30, 2013			December 31, 2012
Principal amount of debt component	$	28,991		$	83,896
Unamortized discount	(1,624		)	(5,769		)
Carrying amount of debt component	$	27,367		$	78,127
Carrying amount of equity component	$	(26,032	)	$	3,654
Effective interest rate	8.1		%	8.1		%
Period through which discount is being amortized, put date	01/2017			01/2017
Aggregate if-converted value in excess of aggregate principal amount	$	18,621		$	42,579



	Three months ended September 30,				Nine months ended September 30,
Statements of Operations:	2013		2012		2013		2012
6.00% Convertible Guaranteed Notes
Coupon interest	$	473	$	1,725	$	1,871	$	5,175
Discount amortization	137		484		534		1,453
	$	610	$	2,209	$	2,405	$	6,628

During the nine months ended September 30, 2013 and 2012, in connection with the satisfaction of mortgage notes other than those disclosed elsewhere in these financial statements, the Company incurred debt satisfaction charges, net of $11,861 and $17, respectively, relating primarily to satisfying non-recourse mortgage debt in 2013 prior to the stated maturity dates.