Quarterly report pursuant to Section 13 or 15(d)

Debt, Net

v3.20.2
Debt, Net
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt, Net Debt, Net
 
Our debt consisted of the following (dollars in thousands):
  Carrying Value (1) as of
  September 30,
2020
December 31,
2019
September 30, 2020
  Stated Interest Rates Scheduled Maturity
Mortgage and Other Secured Debt:        
Fixed rate mortgage debt (2) $ 140,868  $ 143,430 
3.82% - 4.62% (3)
2023-2026
Variable rate secured debt (4) 118,690  68,055 
LIBOR + 1.45% to 2.35% (5)
2021-2026
Total mortgage and other secured debt 259,558  211,485     
Revolving Credit Facility (6) 57,000  177,000 
LIBOR + 0.775% to 1.45% (7)
March 2023 (6)
Term Loan Facility (8) 398,253  248,706 
LIBOR + 1.00% to 1.65% (9)
2022
Unsecured Senior Notes
3.70%, $300,000 aggregate principal
176,885  299,324 
3.70% (10)
October 2020 (10)
3.60%, $350,000 aggregate principal
348,772  348,431 
3.60% (11)
May 2023
5.25%, $250,000 aggregate principal
248,056  247,652 
5.25% (12)
February 2024
5.00%, $300,000 aggregate principal
297,810  297,503 
5.00% (13)
July 2025
2.25%, $400,000 aggregate principal
394,282  — 
2.25% (14)
March 2026
Unsecured note payable 935  1,038 
0% (15)
May 2026
Total debt, net $ 2,181,551  $ 1,831,139     

(1)The carrying values of our debt other than the Revolving Credit Facility reflect net deferred financing costs of $6.5 million as of September 30, 2020 and $5.8 million as of December 31, 2019.
(2)Certain of the fixed rate mortgages carry interest rates that, upon assumption, were above or below market rates and therefore were recorded at their fair value based on applicable effective interest rates. The carrying values of these loans reflect net unamortized premiums totaling $170,000 as of September 30, 2020 and $217,000 as of December 31, 2019.
(3)The weighted average interest rate on our fixed rate mortgage debt was 4.16% as of September 30, 2020.
(4)Includes a construction loan with $37.4 million in remaining borrowing capacity as of September 30, 2020.
(5)The weighted average interest rate on our variable rate secured debt was 2.24% as of September 30, 2020.
(6)The facility matures in March 2023, with the ability for us to further extend such maturity by two six-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.075% of the total availability under the facility for each extension period. In connection with this facility, we also have the ability to borrow up to $500.0 million under new term loans from the facility’s lender group provided that there is no default under the facility and subject to the approval of the lenders.
(7)The weighted average interest rate on the Revolving Credit Facility was 1.21% as of September 30, 2020.
(8)On March 6, 2020, we amended this loan facility to increase the loan amount by $150.0 million and change the interest terms.
(9)The interest rate on this loan was 1.16% as of September 30, 2020.
(10)The carrying value of these notes reflects an unamortized discount totaling $128,000 as of September 30, 2020 and $534,000 as of December 31, 2019.  The effective interest rate under the notes, including amortization of the issuance costs, was 3.85%. Refer to paragraph below for further disclosure. 
(11)The carrying value of these notes reflects an unamortized discount totaling $860,000 as of September 30, 2020 and $1.1 million as of December 31, 2019.  The effective interest rate under the notes, including amortization of the issuance costs, was 3.70%. 
(12)The carrying value of these notes reflects an unamortized discount totaling $1.8 million as of September 30, 2020 and $2.1 million as of December 31, 2019.  The effective interest rate under the notes, including amortization of the issuance costs, was 5.49%. 
(13)The carrying value of these notes reflects an unamortized discount totaling $1.8 million as of September 30, 2020 and $2.1 million as of December 31, 2019.  The effective interest rate under the notes, including amortization of the issuance costs, was 5.15%.
(14)Refer to paragraph below for further disclosure.
(15)This note carries an interest rate that, upon assumption, was below market rates and it therefore was recorded at its fair value based on applicable effective interest rates.  The carrying value of this note reflects an unamortized discount totaling $176,000 as of September 30, 2020 and $223,000 as of December 31, 2019.
 
All debt is owed by the Operating Partnership. While COPT is not directly obligated by any debt, it has guaranteed COPLP’s Revolving Credit Facility, Term Loan Facilities and Unsecured Senior Notes.

On September 17, 2020, we issued $400.0 million of 2.25% Senior Notes due 2026 (the “2.25% Notes”) at an initial offering price of 99.416% of their face value. The proceeds from this issuance, after deducting underwriting discounts, but before other offering expenses, were $395.3 million. The notes mature on March 15, 2026. We may redeem the notes, in whole at any time or in part from time to time, at our option, at a redemption price equal to the greater of (1) the aggregate principal amount of the notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) discounted to its present value, on a semi-annual basis at an adjusted
treasury rate plus a spread of 35 basis points, plus accrued and unpaid interest thereon to the date of redemption. However, if this redemption occurs on or after one month prior to the maturity date, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date. These notes are unconditionally guaranteed by COPT. The carrying value of these notes reflects an unamortized discount totaling $4.7 million as of September 30, 2020. The effective interest rate under the notes, including amortization of discount and issuance costs, was 2.48%.

On September 17, 2020, we purchased $122.9 million, or 40.98% of the aggregate principal amount, of our 3.70% Senior Notes due 2021 (the “3.70% Notes”) for $126.0 million, plus accrued interest, pursuant to a tender offer. In connection with this purchase, we recognized a loss on early extinguishment of debt of $3.2 million during the three and nine months ended September 30, 2020. On October 19, 2020, we redeemed the remaining $177.1 million of the 3.70% Notes for $180.9 million plus accrued interest, and recognized an additional loss on early extinguishment of debt of approximately $4 million.

Certain of our debt instruments require that we comply with a number of restrictive financial covenants.  As of September 30, 2020, we were compliant with these financial covenants.

We capitalized interest costs of $2.9 million in the three months ended September 30, 2020, $2.9 million in the three months ended September 30, 2019, $9.4 million in the nine months ended September 30, 2020 and $7.3 million in the nine months ended September 30, 2019.

The following table sets forth information pertaining to the fair value of our debt (in thousands): 
  September 30, 2020 December 31, 2019
  Carrying Amount Fair Value Carrying Amount Fair Value
Fixed-rate debt        
Unsecured Senior Notes $ 1,465,805  $ 1,505,414  $ 1,192,910  $ 1,227,441 
Other fixed-rate debt 141,803  144,370  144,468  149,907 
Variable-rate debt 573,943  567,461  493,761  495,962 
  $ 2,181,551  $ 2,217,245  $ 1,831,139  $ 1,873,310