Quarterly report pursuant to Section 13 or 15(d)

Debt of the Operating Partnership

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Debt of the Operating Partnership
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt of the Operating Partnership Debt Guaranteed by the Company
All of the Company’s debt is held by the Operating Partnership and its consolidated subsidiaries.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit, which have a total borrowing capacity of $620.0 million as of September 30, 2024. The Company also guarantees the Operating Partnership’s unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):
As of
September 30, 2024 December 31, 2023
Unsecured lines of credit $ —  $ 13,000 
Unsecured term loan $ 325,000  $ 325,000 
Debt of the Operating Partnership
The debt of the Operating Partnership consisted of the following (in thousands):
As of As of
September 30, 2024 December 31, 2023
Stated Interest Rate(s) Maturity Date Maturity Date With Extension Option Principal
Book Value(1)
Principal
Book Value(1)
Senior, unsecured notes:  
Senior notes 3.125% September 2026 $ 350,000  $ 348,900  $ 350,000  $ 348,467 
Senior notes 3.875% July 2027 300,000  298,853  300,000  298,546 
Senior notes 2.750% September 2031 400,000  393,487  400,000  392,827 
Unsecured term loan(4)
Adj SOFR + 0.94% January 2027 January 2028 325,000  322,967  325,000  322,322 
Mortgages payable:
Atlantic City(2) (3)
6.44  % - 7.65% December 2024- December 2026 8,523  8,685  12,336  12,613 
     Southaven Adj SOFR + 2.00% October 2026 October 2027 51,700  51,501  51,700  51,428 
Unsecured lines of credit Adj SOFR + 0.85% April 2028 April 2029 —  —  13,000  13,000 
Total
 $ 1,435,223  $ 1,424,393  $ 1,452,036  $ 1,439,203 
(1)Includes premiums, discounts and unamortized debt origination costs. These costs were $10.8 million and $12.8 million as of September 30, 2024 and December 31, 2023, respectively. This excludes $7.8 million and $2.1 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended September 30, 2024 and December 31, 2023, respectively, recorded in prepaids and other assets in the consolidated balance sheet.
(2)The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05%.
(3)Principal and interest due monthly with remaining principal due at maturity.
(4)In June 2024, the interest rate spread improved by 1 basis point as the Company exceeded the sustainability metric threshold.
In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $520 million to $620 million, with an accordion feature to increase total borrowing capacity to $1.2 billion, extended the maturity date from July 14, 2025 to April 12, 2028 (which may be extended by one additional year by exercising extension options), and reduced the applicable pricing margin from Adjusted SOFR plus 100 basis points to Adjusted SOFR plus 85 basis points based on the Company's current credit rating.

Certain of our properties, which had a net book value of approximately $241.5 million at September 30, 2024, serve as collateral for mortgages payable. As of September 30, 2024, we maintained unsecured lines of credit that provided for borrowings of up to $620.0 million. The unsecured lines of credit as of September 30, 2024 included a $20.0 million liquidity line and a $600.0 million syndicated line. The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances.

The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed FFO, as defined in the agreements, for the prior fiscal year on an annual basis or 95% of FFO on a cumulative basis. As of September 30, 2024, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities and principal amortization of the existing long-term debt as of September 30, 2024 for the next five years and thereafter are as follows (in thousands):
Calendar Year Amount
For the remainder of 2024 $ 1,317 
2025 1,501 
2026 407,405 
2027 625,000 
2028 — 
Thereafter 400,000 
Subtotal 1,435,223 
Net discount and debt origination costs (10,830)
Total $ 1,424,393 
We have considered our short-term (one-year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.