Notes Payable | Notes Payable The following table summarizes the components and significant terms of our indebtedness as of September 30, 2024 and December 31, 2023 (dollars in thousands): September 30, 2024 December 31, 2023 Margin Above SOFR Interest Rate (1) Contractual Unsecured and Secured Debt Unsecured Debt: Revolving Credit Facility $ — $ — S+0.725 % (2) 5.785 % (3) 5/26/2026 (4) $400M Term Loan 400,000 400,000 S+0.800 % (2) 4.872 % (5) 7/18/2025 (4) $100M Senior Notes 100,000 100,000 n/a 4.290 % 8/6/2025 $575M Exchangeable Senior Notes due 2027 575,000 — n/a 4.375 % 3/15/2027 $300M Term Loan 300,000 300,000 S+0.800 % (2) 3.717 % (6) 5/26/2027 $125M Senior Notes 125,000 125,000 n/a 3.930 % 7/13/2027 $300M Senior Notes due 2028 300,000 300,000 n/a 5.000 % 6/15/2028 $575M Exchangeable Senior Notes due 2029 575,000 — n/a 4.125 % 3/15/2029 $25M Series 2019A Senior Notes 25,000 25,000 n/a 3.880 % 7/16/2029 $400M Senior Notes due 2030 400,000 400,000 n/a 2.125 % 12/1/2030 $400M Senior Notes due 2031 400,000 400,000 n/a 2.150 % 9/1/2031 $75M Series 2019B Senior Notes 75,000 75,000 n/a 4.030 % 7/16/2034 Total Unsecured Debt $ 3,275,000 $ 2,125,000 Secured Debt: 7612-7642 Woodwind Drive $ — $ 3,613 n/a 5.240 % 1/5/2024 11600 Los Nietos Road — 2,290 n/a 4.190 % 5/1/2024 $60M Term Loan (7) 60,000 60,000 S+1.250 % 5.060 % (7) 10/27/2025 (7) 5160 Richton Street (8) 3,933 4,029 n/a 3.790 % 11/15/2024 22895 Eastpark Drive (8) 2,482 2,539 n/a 4.330 % 11/15/2024 701-751 Kingshill Place (8) 6,885 6,984 n/a 3.900 % 1/5/2026 13943-13955 Balboa Boulevard (8) 14,310 14,596 n/a 3.930 % 7/1/2027 2205 126th Street (9) 5,200 5,200 n/a 3.910 % 12/1/2027 2410-2420 Santa Fe Avenue (9) 10,300 10,300 n/a 3.700 % 1/1/2028 11832-11954 La Cienega Boulevard (8) 3,792 3,852 n/a 4.260 % 7/1/2028 Gilbert/La Palma (8) 1,590 1,741 n/a 5.125 % 3/1/2031 7817 Woodley Avenue (8) 2,781 2,881 n/a 4.140 % 8/1/2039 Total Secured Debt $ 111,273 $ 118,025 Total Unsecured and Secured Debt $ 3,386,273 $ 2,243,025 Less: Unamortized premium/discount and debt issuance costs (10) (36,083) (17,111) Total $ 3,350,190 $ 2,225,914 (1) Reflects the contractual interest rate under the terms of each loan as of September 30, 2024, and includes the effect of interest rate swaps that were effective as of September 30, 2024. The interest rate is not adjusted to include the amortization of debt issuance costs or unamortized fair market value premiums and discounts. (2) As of September 30, 2024, the interest rates on these loans are comprised of daily Secured Overnight Financing Rate (“SOFR”) for both the unsecured revolving credit facility and $400.0 million unsecured term loan, and 1-month term SOFR (“Term SOFR”) for the $300.0 million unsecured term loan (in each case increased by a 0.10% SOFR adjustment), plus an applicable margin of 0.725% per annum for the unsecured revolving credit facility and 0.80% per annum for the $300.0 million and $400.0 million unsecured term loans, and a sustainability-related rate adjustment of zero. These loans are also subject to a 0% SOFR floor. (3) The unsecured revolving credit facility is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. As of September 30, 2024, the applicable facility fee is 0.125% per annum with a sustainability-related rate adjustment of zero. (4) The unsecured revolving credit facility has two six-month extensions and the $400.0 million unsecured term loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions. On July 12, 2024, we exercised the first of the two one-year extension options to extend the maturity date of the $400.0 million unsecured term loan by one year to July 18, 2025. (5) Daily SOFR for our $400.0 million unsecured term loan has been swapped to a fixed rate of 3.97231%, resulting in an all-in fixed rate of 4.87231% after adding the SOFR adjustment, applicable margin and sustainability-related rate adjustment. (6) Term SOFR for our $300.0 million unsecured term loan has been swapped to a fixed rate of 2.81725%, resulting in an all-in fixed rate of 3.71725% after adding the SOFR adjustment, applicable margin and sustainability-related rate adjustment. (7) The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and conditions. Loan has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum. Term SOFR for this loan has been swapped to a fixed rate of 3.710%, resulting in an all-in fixed rate of 5.060% after adding the SOFR adjustment and applicable margin. On September 26, 2024, we exercised the first of the three one-year extension options to extend the maturity date of this loan by one year to October 27, 2025. (8) Fixed monthly payments of interest and principal until maturity as follows: 5160 Richton Street ($23,270), 22895 Eastpark Drive ($15,396), 701-751 Kingshill Place ($33,488), 13943-13955 Balboa Boulevard ($79,198), 11832-11954 La Cienega Boulevard ($20,194), Gilbert/La Palma ($24,008) and 7817 Woodley Avenue ($20,855). (9) Fixed monthly payments of interest only. (10) Excludes unamortized debt issuance costs related to our unsecured revolving credit facility, which are presented in the line item “Deferred loan costs, net” in the consolidated balance sheets. Contractual Debt Maturities The following table summarizes the contractual debt maturities and scheduled amortization payments, excluding debt premiums/discounts and debt issuance costs, as of September 30, 2024, and does not consider unexercised extension options available to us as noted in the table above (in thousands): October 1, 2024 - December 31, 2024 $ 6,651 2025 560,973 2026 7,587 2027 1,019,078 2028 314,218 Thereafter 1,477,766 Total $ 3,386,273 Issuance of Exchangeable Senior Notes In March 2024, we issued $575.0 million in aggregate principal amount of 4.375% exchangeable senior unsecured notes due 2027 (the “2027 Exchangeable Notes”) and $575.0 million in aggregate principal amount of 4.125% exchangeable senior unsecured notes due 2029 (the “2029 Exchangeable Notes” and together with the 2027 Exchangeable Notes, the “Exchangeable Notes”). The net proceeds from the issuance, after deducting the initial purchasers’ discounts, underwriting commissions and other offering expenses, were approximately $563.1 million for the 2027 Exchangeable Notes and $563.1 million for the 2029 Exchangeable Notes. As of September 30, 2024, the net carrying amount of the 2027 Exchangeable Notes was $564.9 million, with unamortized debt discount and issuance costs of $10.1 million, and the net carrying amount of the 2029 Exchangeable Notes was $564.0 million, with unamortized debt discount and issuance costs of $11.0 million. Interest on the Exchangeable Notes is payable semiannually on March 15 and September 15 of each year beginning on September 15, 2024. The 2027 Exchangeable Notes will mature on March 15, 2027 and the 2029 Exchangeable Notes will mature on March 15, 2029, in each case unless earlier repurchased, exchanged or (in the case of 2029 Exchangeable Notes) redeemed. We recognized total interest expense on the Exchangeable Notes of approximately $13.8 million and $28.1 million for the three and nine months ended September 30, 2024, respectively, with coupon interest of $12.2 million and $25.0 million, and amortization of debt discount and issuance costs of $1.5 million and $3.1 million, respectively. Before December 15, 2026 (in the case of the 2027 Exchangeable Notes) or December 15, 2028 (in the case of the 2029 Exchangeable Notes), noteholders will have the right to exchange their notes only upon the occurrence of certain events. From and after December 15, 2026 (in the case of the 2027 Exchangeable Notes) or December 15, 2028 (in the case of the 2029 Exchangeable Notes), noteholders may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the applicable series of Exchangeable Notes. Exchanges will be settled by delivering cash up to the principal amount of the Exchangeable Notes exchanged, and in respect of the remainder of the exchanged value, if any, in excess thereof, in cash or in a combination of cash and shares of our common stock, at our option. The initial exchange rate is 15.7146 shares of our common stock per $1,000 principal amount of the Exchangeable Notes, which represents an initial exchange price of approximately $63.64 per share of our common stock. The initial exchange price represents a premium of approximately 30.0% over the last reported sale price of $48.95 per share of our common stock on March 26, 2024. We may not redeem the 2027 Exchangeable Notes at our option prior to their maturity. The 2029 Exchangeable Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after May 20, 2027 and on or before the 41st scheduled trading day immediately before the maturity date of the 2029 Exchangeable Notes, but only if the last reported sale price per share of our common stock exceeds 130% of the exchange price of the 2029 Exchangeable Notes for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the 2029 Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any. If a fundamental change (e.g. change in control, delisting of our common stock or shareholders’ approval of liquidation or dissolution plan) occurs, then, subject to limited exception, noteholders may require us to repurchase their notes for cash at a repurchase price equal to the principal amount plus any accrued and unpaid interest. In addition, if a specific make-whole fundamental change occurs prior to the maturity date or if we issue a notice of redemption with respect to the 2029 Exchangeable Notes, the exchange rate will be increased, in certain circumstances by pre-defined amounts. In connection with the offering for each series of Exchangeable Notes, we entered into a registration rights agreement pursuant to which we agreed to register the resale of the shares of our common stock, if any, deliverable upon exchange of the Exchangeable Notes. If certain conditions relating to our obligations under the registration rights agreement are not satisfied, then we will pay additional interest on the applicable series of Exchangeable Notes, in certain circumstances, at a rate per annum not exceeding 0.5%. In addition, if those conditions are not satisfied after the regular record date immediately preceding the maturity date of Exchangeable Notes, then we will pay an additional interest payment at maturity for an amount equal to 3% of principal for the applicable series of Exchangeable Notes. We account for such additional interest amounts as contingent obligations in accordance with ASC Subtopic 825-20: Financial Instrument - Registration Payment Arrangements, which are measured separately in accordance with ASC Subtopic 450-20: Loss Contingencies . Because payment of such additional interest amounts was not probable as of September 30, 2024, we have not recognized a liability as of September 30, 2024. Credit Agreement As of September 30, 2024, under the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), we have a $1.0 billion unsecured revolving credit facility (the “Revolver”), which also allows us to issue letters of credit up to an aggregate amount not to exceed $100.0 million, a $300.0 million unsecured term loan facility (the “$300 Million Term Loan”) and a $400.0 million unsecured term loan facility (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing. The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan was scheduled to mature on July 19, 2024 and has two one-year extension options available. On July 12, 2024, we exercised the first extension option of the $400 Million Term Loan, extending its maturity date by one year to July 18, 2025. The $300 Million Term Loan matures on May 26, 2027. Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) daily SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%) plus the applicable margin. Additionally, Term SOFR and daily SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans, depending on our leverage ratio and investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and letters of credit and 0.00% to 0.40% per annum for base rate loans, depending on our leverage ratio and investment grade ratings. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our leverage ratio and investment grade rating. In addition, the Credit Agreement also features a sustainability-linked pricing component that can periodically adjust the applicable margin by -0.04%, zero or 0.04% and adjust the applicable credit facility fee by -0.01%, zero or 0.01%, depending on our achievement of the annual sustainability performance metric. In June 2024, after certifying that our sustainability performance was achieved at the target level for 2023, the sustainability-linked pricing adjustment changed from -0.04% to zero for the applicable margin and changed from -0.01% to zero for the applicable credit facility fee. The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed. The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. As of September 30, 2024, we did not have any borrowings outstanding under the Revolver and had $5.0 million outstanding in letters of credit that reduced our borrowing capacity, leaving $995.0 million available for future borrowings. Debt Covenants The Credit Agreement, $60.0 million term loan facility (“$60 Million Term Loan”), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $125.0 million unsecured guaranteed senior notes (the “$125 Million Notes”) and $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”) all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis: • Maintaining a ratio of total indebtedness to total asset value of not more than 60%; • For the Credit Agreement and $60 Million Term Loan, maintaining a ratio of secured debt to total asset value of not more than 45%; • For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%; • For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%; • For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016; • Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0; • For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and • For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00. The $300.0 million of 5.000% Senior Notes due 2028, $400.0 million of 2.125% Senior Notes due 2030 and $400.0 million of 2.150% Senior Notes due 2031 (together the “Registered Notes”) contain the following covenants (as defined in the indentures) that we must comply with: • Maintaining a ratio of total indebtedness to total asset value of not more than 60%; • Maintaining a ratio of secured debt to total asset value of not more than 40%; • Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and • Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0. Subject to the terms of the Credit Agreement, $60 Million Term Loan, Senior Notes and Registered Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness and (iii) a default in compliance with the covenants set forth in the debt agreement, the principal and accrued and unpaid interest on the outstanding debt may be declared immediately due and payable at the option of the administrative agent, lenders, trustee and/or noteholders, as applicable, and in the event of bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either Standard and Poor’s Ratings Services (“S&P), Moody’s Investors Services (“Moody’s”) or Fitch Ratings. Our credit ratings as of September 30, 2024, were BBB+ from S&P, BBB+ from Fitch Ratings and Baa2 from Moody’s. We were in compliance with all of our required quarterly debt covenants as of September 30, 2024. |