v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Instruments [Abstract]  
DEBT DEBT
On February 19, 2026, we borrowed $250.0 million under the unsecured term loan agreement that we entered into on November 17, 2025. See Note 5 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional details regarding this term loan.
During the nine months ended September 30, 2026, we repaid the following debt, at par:
Payoff AmountRepayment Date
(In millions)
1.25% Senior Notes$400.0 February 17, 2026
Two Hoboken mortgage loans$2.1 March 2026
Six Hoboken mortgage loans$10.5 July 1, 2026
Bell Gardens mortgage loan$10.7 July 30, 2026
7.48% Debentures$29.2 August 17, 2026
On April 14, 2026, we amended and restated our revolving credit facility, increasing the borrowing capacity from $1.25 billion to $1.4 billion, lowering the spread over SOFR from 77.5 basis points to 72.5 basis points based on our current credit rating, and extending the maturity date to April 12, 2030, plus two six-month extensions, at our option. In addition, we have an option to increase the credit facility through an accordion feature to $2.0 billion. The revolving credit facility requires an annual facility fee which is $2.1 million under the amended credit agreement, based on our current credit rating.
During the three and nine months ended September 30, 2026, the maximum amount of borrowings outstanding under our revolving credit facility was $346.8 million and $699.5 million, respectively. The weighted average amount of borrowings outstanding was $141.7 million and $298.6 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 4.3% and 4.4%, respectively, for the three and nine months ended September 30, 2026. At September 30, 2026, our revolving credit facility had no balance outstanding.
Our revolving credit facility, unsecured term loans, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders' equity and debt coverage ratios and a maximum ratio of debt to net worth. As of September 30, 2026, we were in compliance with all default-related debt covenants.
Exchangeable Senior Notes
2031 Exchangeable Senior Notes Issuance
On August 11, 2026, our Operating Partnership issued $460.0 million aggregate principal amount of 3.50% Exchangeable Senior Notes due 2031 (the "2031 Notes") in a private placement. The 2031 Notes bear interest at an annual rate of 3.50%, payable semiannually in arrears on February 15th and August 15th of each year, beginning February 15, 2027. The 2031 Notes mature on August 15, 2031, unless earlier exchanged, purchased, or redeemed. Net proceeds after the initial purchaser's discount and offering costs were approximately $450.8 million. Interest expense, including $0.3 million of debt issuance cost amortization, was $2.5 million related to the 2031 Notes for the three and nine months ended September 30, 2026. Including the debt issuance cost amortization, the current effective interest rate on the 2031 Notes is approximately 4.0%. The unamortized debt issuance costs related to the 2031 Notes were $9.0 million at September 30, 2026.
Prior to May 15, 2031, the 2031 Notes will be exchangeable at the option of the holders only upon certain circumstances and during certain periods. On or after May 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2031 Notes, holders may exchange their 2031 Notes at any time. Exchanges will be settled by delivering cash up to the principal amount of the 2031 Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount. If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating Partnership to the Trust. The exchange rate initially equals 7.2179 common shares per $1,000 principal amount of the 2031 Notes (which is equivalent to an exchange price of approximately $138.54 per common share and reflects an exchange premium of approximately 17.5% based on the closing price of $117.91 on August 6, 2026). The initial exchange rate is subject to adjustment upon the occurrence of certain events,
including in the event of a payment of a quarterly dividend in excess of $1.16 per share, but will not be adjusted for any accrued and unpaid interest.
The Operating Partnership may redeem the 2031 Notes, at its option, in whole or in part, on or after August 20, 2029 if the last reported sales price of the 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 day consecutive trading period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In connection with the 2031 Notes, we entered into privately negotiated capped call transactions with certain financial institutions. The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the 2031 Notes. The capped call transactions are expected generally to reduce the potential dilution to our common shares upon exchange of any 2031 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the 2031 Notes, with such reduction and/or offset subject to a cap. The cap price of the capped call transaction initially is approximately $165.07 per share, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds from the 2031 Notes were used to pay the capped call premium of $21.7 million, which is recorded in shareholders' equity for the Trust and capital for the Partnership.
2029 Exchangeable Senior Notes
The Operating Partnership has $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “2029 Notes”) outstanding at September 30, 2026. Exchanges will be settled by delivering cash up to the principal amount of the 2029 Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount. See Note 5 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for a complete description of the 2029 Notes, including the exchange, settlement and capped call terms. Interest expense related to the 2029 Notes was $4.6 million for both the three months ended September 30, 2026 and 2025, and includes debt issuance cost amortization of $0.7 million for both periods. Interest expense related to the 2029 Notes was $13.8 million for both the nine months ended September 30, 2026 and 2025, and includes debt issuance cost amortization of $2.0 million for both periods. Including the debt issuance cost amortization, the current effective interest rate on the 2029 Notes is approximately 3.9%. The unamortized debt issuance costs related to the 2029 Notes were $6.2 million at September 30, 2026.