Quarterly report pursuant to Section 13 or 15(d)

Debt, Net

v3.23.3
Debt, Net
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt, Net Debt, Net
 
Our debt consisted of the following (dollars in thousands):
  Carrying Value (1) as of September 30, 2023
September 30,
2023		 December 31, 2022
  Stated Interest Rates Scheduled Maturity
Mortgage and Other Secured Debt:        
Fixed rate mortgage debt $ 66,870  $ 84,433 
3.82% to 4.62% (2)
 2024-2026
Variable rate secured debt 33,000  33,318 
SOFR + 0.10%
+ 1.45% to 1.55% (3)
 2025-2026
Total mortgage and other secured debt 99,870  117,751     
Revolving Credit Facility 75,000  211,000 
SOFR + 0.10%
+ 0.725% to 1.400% (4)
 October 2026 (5)
Term Loan Facility 124,205  123,948 
SOFR + 0.10%
+ 0.850% to 1.700% (6)
 January 2026 (7)
Unsecured Senior Notes
2.25%, $400,000 aggregate principal
 397,339  396,539 
2.25% (8)
 March 2026
5.25%, $345,000 aggregate principal
 335,450  — 
5.25% (9)
  September 2028
2.00%, $400,000 aggregate principal
 397,350  396,988 
2.00% (10)
 January 2029
2.75%, $600,000 aggregate principal
 590,937  590,123 
2.75% (11)
 April 2031
2.90%, $400,000 aggregate principal
 395,160  394,848 
2.90% (12)
 December 2033
Unsecured note payable 472  597 
0% (13)
 May 2026
Total debt, net $ 2,415,783  $ 2,231,794     
(1)The carrying values of our debt other than the Revolving Credit Facility reflect net deferred financing costs of $5.6 million as of September 30, 2023 and $5.4 million as of December 31, 2022.
(2)The weighted average interest rate on our fixed rate mortgage debt was 4.10% as of September 30, 2023.
(3)Including the effect of interest rate swaps that hedge the risk of interest rate changes, the weighted average interest rate on our variable rate secured debt as of September 30, 2023 was 2.45%; excluding the effect of these swaps, the weighted average interest rate on this debt as of September 30, 2023 was 6.92%.
(4)The weighted average interest rate on the Revolving Credit Facility was 6.48% as of September 30, 2023, excluding the effect of interest rate swaps that hedge the risk of interest rate changes (see Note 9).
(5)The facility matures in October 2026, with the ability for us to 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 0.0625% of the total availability under the facility for each extension period.
(6)The interest rate on this loan was 6.73% as of September 30, 2023, excluding the effect of interest rate swaps that hedge the risk of interest rate changes (see Note 9).
(7)This facility matures in January 2026, with the ability for us to extend such maturity by two 12-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.125% of the outstanding loan balance for each extension period.
(8)The carrying value of these notes reflects unamortized discounts and commissions totaling $2.2 million as of September 30, 2023 and $2.8 million as of December 31, 2022. The effective interest rate under the notes, including amortization of the such costs, was 2.48%.
(9)The carrying value of these notes reflects unamortized commissions totaling $8.5 million as of September 30, 2023. The effective interest rate under the notes, including amortization of such costs, was 5.83%. Refer to the paragraphs below for further disclosure.
(10)The carrying value of these notes reflects unamortized discounts and commissions totaling $1.9 million as of September 30, 2023 and $2.1 million as of December 31, 2022. The effective interest rate under the notes, including amortization of such costs, was 2.09%.
(11)The carrying value of these notes reflects unamortized discounts and commissions totaling $7.9 million as of September 30, 2023 and $8.5 million as of December 31, 2022. The effective interest rate under the notes, including amortization of such costs, was 2.94%.
(12)The carrying value of these notes reflects unamortized discounts and commissions totaling $4.0 million as of September 30, 2023 and $4.2 million as of December 31, 2022. The effective interest rate under the notes, including amortization of such costs, was 3.01%.
(13)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 $39,000 as of September 30, 2023 and $65,000 as of December 31, 2022.
 
All debt is owed by the Operating Partnership. While CDP is not directly obligated by any debt, it has guaranteed CDPLP’s Revolving Credit Facility, Term Loan Facility and Unsecured Senior Notes.

On September 12, 2023, we issued $345.0 million aggregate principal amount of 5.25% Exchangeable Senior Notes due 2028 (the “5.25% Notes”) in a private placement. The proceeds from this issuance, after deducting the initial purchasers’ commissions, but before other offering expenses, were $336.4 million. The notes bear interest at a rate of 5.25% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2024. The notes mature on September 15, 2028 unless earlier exchanged, redeemed or repurchased.

Prior to the close of business on the business day immediately preceding June 15, 2028, the notes will be exchangeable at the option of the noteholders only in the event of certain circumstances and during certain periods defined under the terms of the
notes. On or after June 15, 2028, the notes will be exchangeable at the option of the holders at any time prior to the close of business on the business day immediately preceding the maturity date. Upon exchange, the principal amount of notes is payable in cash. The remainder of the exchange obligation, if any, as determined based on the exchange price per common share at the time of settlement, is payable in cash, common shares or a combination thereof at our election. The exchange rate of the notes initially equaled 33.3739 of our common shares per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $29.96 per common share). The exchange rate is subject to adjustment upon the occurrence of some events, but will not be adjusted for any accrued and unpaid interest.

We may redeem the notes at our option, in whole or in part, on any business day on or after September 21, 2026, and prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will be equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

These notes are unconditionally guaranteed by CDP. The table below sets forth interest expense recognized on these notes for the three and nine months ended September 30, 2023 (in thousands):
Interest expense at stated interest rate $ 956 
Interest expense associated with amortization of debt discount and issuance costs 124 
Total $ 1,080 

Certain of our debt instruments require that we comply with a number of restrictive financial covenants.  As of September 30, 2023, we were compliant with these financial covenants.

Our debt matures on the following schedule (in thousands):
Year Ending December 31, September 30, 2023
2023 (1)
 $ 763 
2024 29,983 
2025 23,717 
2026 646,300 
2027 — 
Thereafter 1,745,000 
Total $ 2,445,763  (2)
(1)Represents the three months ending December 31, 2023.
(2)Represents scheduled principal amortization and maturities only and therefore excludes net discounts and deferred financing costs of $30.0 million.

We capitalized interest costs of $1.5 million in the three months ended September 30, 2023, $2.0 million in the three months ended September 30, 2022, $3.5 million in the nine months ended September 30, 2023 and $4.9 million in the nine months ended September 30, 2022.

The following table sets forth information pertaining to the fair value of our debt (in thousands): 
  September 30, 2023 December 31, 2022
  Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Fixed-rate debt        
Unsecured Senior Notes $ 2,116,236  $ 1,777,178  $ 1,778,498  $ 1,433,561 
Other fixed-rate debt 67,342  62,661  85,030  80,330 
Variable-rate debt 232,205  232,385  368,266  367,896 
  $ 2,415,783  $ 2,072,224  $ 2,231,794  $ 1,881,787