Quarterly report pursuant to Section 13 or 15(d)

Debt

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Debt
9 Months Ended
Sep. 30, 2011
Debt  
Debt

8.              Debt

 

Our debt consisted of the following (dollars in thousands): 

 

 

 

 

 

 

 

 

 

 

 

Scheduled

 

 

 

Maximum

 

Carrying Value at

 

 

 

Maturity

 

 

 

Availability at

 

September 30,

 

December 31,

 

Stated Interest Rates

 

Dates at

 

 

 

September 30, 2011

 

2011

 

2010

 

at September 30, 2011

 

September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage and Other Secured Loans:

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans (1)

 

N/A

 

$

1,055,540

 

$

1,173,358

 

5.20% - 7.87% (2)

 

2012 - 2034 (3)

 

Revolving Construction Facility (4)

 

N/A

 

—

 

142,339

 

N/A

 

N/A

 

Variable rate secured loans

 

N/A

 

39,397

 

310,555

 

LIBOR + 2.25% (5)

 

2015

 

Other construction loan facilities

 

104,900

 

22,710

 

16,753

 

LIBOR + 2.75% (6)

 

2012 - 2013

 

Total mortgage and other secured loans

 

 

 

1,117,647

 

1,643,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility (7)

 

$

1,000,000

 

671,000

 

295,000

 

LIBOR + 1.75% to 2.50% (8)

 

September 1, 2014 (9)

 

Term Loan Facility (10)

 

500,000

 

400,000

 

—

 

LIBOR + 1.65% to 2.40% (11)

 

September 1, 2015 (9)

 

Unsecured notes payable

 

N/A

 

5,022

 

1,947

 

0% (12)

 

2015 - 2026

 

Exchangeable Senior Notes:

 

 

 

 

 

 

 

 

 

 

 

4.25% Exchangeable Senior Notes

 

N/A

 

226,404

 

223,846

 

4.25%

 

April 2030 (13)

 

3.5% Exchangeable Senior Notes (14)

 

N/A

 

—

 

159,883

 

N/A

 

N/A

 

Total debt

 

 

 

$

2,420,073

 

$

2,323,681

 

 

 

 

 

 

(1)             Several of the fixed rate mortgages carry interest rates that were above or below market rates upon assumption 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 $2.6 million at September 30, 2011 and $3.2 million at December 31, 2010.

(2)             The weighted average interest rate on these loans was 6.01% at September 30, 2011.

(3)             A loan with a balance of $4.5 million at September 30, 2011 that matures in 2034 may be repaid in March 2014, subject to certain conditions.

(4)             As described further below, this facility was extinguished on September 1, 2011.

(5)             The interest rate on the loan outstanding at September 30, 2011 was 2.47%.

(6)             The weighted average interest rate on these loans was 2.92% at September 30, 2011.

(7)             As described further below, we entered into a credit agreement providing for a new unsecured revolving credit facility effective on September 1, 2011, after which our previously existing facility was extinguished.

(8)             The weighted average interest rate on the Revolving Credit Facility was 2.2% at September 30, 2011.

(9)             This loan may be extended for a one-year period at our option, subject to certain conditions.

(10)        As described further below, this loan was entered into effective on September 1, 2011.

(11)        The interest rate on this loan was 2.13% at September 30, 2011.

(12)        These notes may carry interest rates that were below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates.  The carrying value of these notes reflects an unamortized discount totaling $1.9 million at September 30, 2011 and $1.1 million at December 31, 2010.

(13)        As described further in our 2010 Annual Report on Form 10-K, these notes have an exchange settlement feature that provides that the notes may, under certain circumstances, be exchangeable for cash and, at the Operating Partnership’s discretion, our common shares at an exchange rate (subject to adjustment) of 20.8318 shares per one thousand dollar principal amount of the notes (exchange rate is as of September 30, 2011 and is equivalent to an exchange price of $48.00 per common share).  The carrying value of these notes included a principal amount of $240.0 million and an unamortized discount totaling $13.6 million at September 30, 2011 and $16.2 million at December 31, 2010.  The effective interest rate under the notes, including amortization of the issuance costs, was 6.05%.  Because the closing price of our common shares at September 30, 2011 and December 31, 2010 was less than the exchange price per common share applicable to these notes, the if-converted value of the notes did not exceed the principal amount.  The table below sets forth interest expense recognized on these notes before deductions for amounts capitalized (in thousands):

 

 

 

For the Three Months

 

For the Nine Months

 

 

 

Ended September 30,

 

Ended September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Interest expense at stated interest rate

 

$

2,550

 

$

2,550

 

$

7,650

 

$

4,930

 

Interest expense associated with amortization of discount

 

866

 

815

 

2,558

 

1,618

 

Total

 

$

3,416

 

$

3,365

 

$

10,208

 

$

6,548

 

 

(14)    On September 15, 2011, we repurchased these notes at 100% of the principal amount of $162.5 million after the holders of such notes surrendered them for repurchase pursuant to the terms of the notes and the related Indenture.  As described further in our 2010 Annual Report on Form 10-K, these notes had an exchange settlement feature that provided that the notes were, under certain circumstances, be exchangeable for cash (up to the principal amount of the notes) and, with respect to any excess exchange value, were exchangeable into (at our option) cash, our common shares or a combination of cash and our common shares.  The carrying value of these notes at December 31, 2010 included a principal amount of $162.5 million and an unamortized discount totaling $2.6 million.  The effective interest rate under the notes, including amortization of the issuance costs, was 5.97%.  Because the closing price of our common shares at September 30, 2011 and December 31, 2010 was less than the exchange price per common share applicable to these notes, the if-converted value of the notes did not exceed the principal amount.  The table below sets forth interest expense recognized on these notes before deductions for amounts capitalized (in thousands):

 

 

 

For the Three Months

 

For the Nine Months

 

 

 

Ended September 30,

 

Ended September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Interest expense at stated interest rate

 

$

1,169

 

$

1,421

 

$

4,013

 

$

4,265

 

Interest expense associated with amortization of discount

 

664

 

941

 

2,617

 

2,781

 

Total

 

$

1,833

 

$

2,362

 

$

6,630

 

$

7,046

 

 

Effective September 1, 2011, we entered into a credit agreement providing for an unsecured revolving credit facility (the “Revolving Credit Facility”) with a group of lenders for which J.P. Morgan Securities LLC and KeyBanc Capital Markets acted as joint lead arrangers and joint book runners, KeyBank National Association acted as administrative agent and JPMorgan Chase Bank, N.A. and Bank of America, N.A. acted as co-syndication agents.  The lenders’ aggregate commitment under the facility is $1.0 billion, including a $100.0 million letter of credit subfacility and a $100.0 million swingline facility (same-day draw requests), with a right for us to increase the lenders’ aggregate commitment to $1.5 billion, provided that there is no default under the facility.  Amounts available under the facility are computed based on 60% of our unencumbered asset value, as defined in the agreement. The facility matures on September 1, 2014, and may be extended by one year at our option, provided that there is no default under the facility and we pay an extension fee of 0.20% of the total availability of the facility.  The variable interest rate on the facility is based on one of the following, to be selected by us: (1) the LIBOR rate for the interest period designated by us (customarily the 30-day rate) plus 1.75% to 2.50%, as determined by our leverage levels at different points in time; or (2)(a) the greater of: (i) the prime rate of the lender then acting as the administrative agent, (ii) the Federal Funds Rate, as defined in the Credit Agreement, plus 0.50% or (iii) the LIBOR rate for a one-month interest period plus 1.0%; plus (b) 0.75% to 1.50%, as determined by our leverage levels at different points in time.  The facility also carries a quarterly fee that is based on the unused amount of the facility multiplied by a per annum rate of 0.25% to 0.35%.  As of September 30, 2011, the maximum amount of borrowing capacity under this facility totaled $1.0 billion, of which $323.1 million was available.

 

Effective September 1, 2011, we entered into an unsecured term loan agreement (“Term Loan Agreement”) with the same group of lenders as the Revolving Credit Facility under which we borrowed $400.0 million, with a right for us to borrow an additional $100.0 million, provided that there is no default under the agreement.  The term loan matures on September 1, 2015, and may be extended by one year at our option, provided that there is no default and we pay an extension fee of 0.20% of the total availability of the agreement.  The variable interest rate on the term loan is based on one of the following, to be selected by us: (1) the LIBOR rate for the interest period designated by us (customarily the 30-day rate) plus 1.65% to 2.40%, as determined by our leverage levels at different points in time; or (2)(a) the greater of: (i) the prime rate of the lender then acting as the administrative agent, (ii) the Federal Funds Rate, as defined in the Term Loan Agreement, plus 0.50% or (iii) the LIBOR rate for a one-month interest period plus 1.0%; plus (b) 0.65% to 1.40%, as determined by our leverage levels at different points in time.  The term loan also carries a quarterly fee that is based on the unused amount of the facility multiplied by a per annum rate of 0.25% to 0.35%.

 

Upon entry into the Revolving Credit Facility and Term Loan Agreement on September 1, 2011, we repaid and extinguished our previously existing revolving credit facility and Revolving Construction Facility and used most of the remaining proceeds to repay two variable rate secured loans totaling $270.3 million.  Upon the early extinguishment of this debt, we recognized a loss of $1.7 million, representing unamortized issuance costs.

 

We capitalized interest costs of $4.5 million in the three months ended September 30, 2011, $3.9 million in the three months ended September 30, 2010, $13.1 million in the nine months ended September 30, 2011 and $12.0 million in the nine months ended September 30, 2010.

 

The following table sets forth information pertaining to the fair value of our debt (in thousands):

 

 

 

September 30, 2011

 

December 31, 2010

 

 

 

Carrying

 

Estimated

 

Carrying

 

Estimated

 

 

 

Amount

 

Fair Value

 

Amount

 

Fair Value

 

Fixed-rate debt

 

$

1,286,966

 

$

1,290,506

 

$

1,559,034

 

$

1,579,022

 

Variable-rate debt

 

1,133,107

 

1,132,081

 

764,647

 

769,247

 

 

 

$

2,420,073

 

$

2,422,587

 

$

2,323,681

 

$

2,348,269