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Mortgage and Other Indebtedness, Net (Tables)

9 Months Ended

Sep. 30, 2019

Schedule of Mortgage and Other Indebtedness



Description	Issued ⁽¹⁾	Amount		Interest Rate ⁽²⁾	Maturity Date⁽³⁾
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017	625,000		5.95%	December 2026


(1)	Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2)

Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of September 30, 2019, this ratio was 34% as shown below.

(3)

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

Net mortgage and other indebtedness consisted of the following:



	September 30, 2019			December 31, 2018
	Amount		Weighted- Average Interest Rate ⁽¹⁾	Amount		Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,495,896	5.21%	$	1,783,097	5.33%
Senior unsecured notes due 2023 ⁽²⁾	447,775		5.25%	447,423		5.25%
Senior unsecured notes due 2024⁽³⁾	299,958		4.60%	299,953		4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	617,260		5.95%	616,635		5.95%
Total fixed-rate debt	2,860,889		5.31%	3,147,108		5.37%



	September 30, 2019				December 31, 2018
	Amount			Weighted- Average Interest Rate ⁽¹⁾	Amount			Weighted- Average Interest Rate ⁽¹⁾
Variable-rate debt:
Recourse loans on operating properties	56,178			4.71%	68,607			4.97%
Construction loan	21,061			4.99%	8,172			5.25%
Secured line of credit	304,769			4.35%	—			—%
Unsecured lines of credit	—			—%	183,972			3.90%
Secured term loan	473,750			4.35%	—			—%
Unsecured term loans	—			—%	695,000			4.21%
Total variable-rate debt	855,758			4.39%	955,751			4.21%
Total fixed-rate and variable-rate debt	3,716,647			5.10%	4,102,859			5.10%
Unamortized deferred financing costs	(17,640		)		(15,963		)
Liabilities related to assets held for sale ⁽⁵⁾	—				(43,716		)
Total mortgage and other indebtedness, net	$	3,699,007			$	4,043,180


(1)	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.


(2)	The balance is net of an unamortized discount of $2,225 and $2,577 as of September 30, 2019 and December 31, 2018, respectively.


(3)	The balance is net of an unamortized discount of $42 and $47 as of September 30, 2019 and December 31, 2018, respectively.


(4)	The balance is net of an unamortized discount of $7,740 and $8,365 as of September 30, 2019 and December 31, 2018, respectively.

(5)

Represents a non-recourse mortgage loan secured by Cary Towne Center that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.

Schedule of Covenant Compliance

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes and the senior secured credit facility as of September 30, 2019:



Ratio	Required	Actual
Total debt to total assets	< 60%	53%
Secured debt to total assets	< 40%⁽¹⁾	34%
Total unencumbered assets to unsecured debt	> 150%	169%
Consolidated income available for debt service to annual debt service charge	> 1.5x	2.4x

(1)

Secured debt to total assets must be less than 40% for the 2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio will be reduced to 40%.

Schedule of Loan Repayments



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	Honey Creek Mall ⁽¹⁾	8.00%	July 2019	$	23,539

(1)

The Company retired the loan using proceeds from the refinancing of the loan secured by Volusia Mall as well as proceeds from the sale of Honey Creek Mall.

Schedule of Fixed Rate Loans

The following is a summary of the Company's 2019 dispositions for which the fixed-rate loan secured by the mall was extinguished:



Transfer Date		Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
Transfer Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
January	Acadiana Mall ⁽¹⁾	5.67%	April 2017	$	119,760	$	61,795
January	Cary Towne Center ⁽²⁾	4.00%	June 2018	43,716		9,927
				$	163,476	$	71,722


(1)	The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property.

(2)

The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.

Schedule of Principal Repayments

As of September 30, 2019, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows:



2019 ⁽¹⁾	$	117,948
2020	246,342
2021	551,962
2022	469,036
2023	1,189,130
2024	404,496
Thereafter	747,740
	3,726,654
Unamortized discounts	(10,007		)
Unamortized deferred financing costs	(17,640		)
Total mortgage and other indebtedness, net	$	3,699,007

(1)

Reflects payments for the fiscal period October 1, 2019 through December 31, 2019.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details