Bank and Other Notes Payable |
9 Months Ended |
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Sep. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| Bank and Other Notes Payable | Bank and Other Notes Payable: Bank and other notes payable consist of the following: Credit Facility: Previously, the Company had a $650,000 revolving credit facility, which was scheduled to mature on February 1, 2027. On February 24, 2026, the Company entered into an amended and restated credit agreement (the "Credit Agreement"), which amended and restated the prior credit agreement and provides for an aggregate $900,000 revolving credit facility that matures on March 1, 2029, with an option for the Company to extend maturity until March 1, 2030. The Company has the ability from time to time to increase the size of the revolving credit facility up to an aggregate amount of $1,100,000, subject to the receipt of lender commitments and other conditions. Loans made under the Credit Agreement bear interest, at the Company’s election, at either the Base Rate (as defined in the Credit Agreement) or Term SOFR (as defined in the Credit Agreement) plus, in both cases, an applicable margin. The current applicable margin depends on the Company’s overall debt yield and ranges from 0.80% to 2.20% over the selected index rate. Upon the achievement of certain performance thresholds, the applicable margin will depend on the Company’s overall net debt to EBITDA ratio and will be in a range of 0.35% to 1.65% over the selected index rate. As of September 30, 2026, the borrowing rate was plus a spread of 1.80%. As of September 30, 2026, there were no borrowings under the revolving credit facility. Unamortized deferred finance costs were $16,432 as of September 30, 2026, which are netted against balances outstanding or within deferred charges and other assets, net when no borrowings are outstanding on the revolving credit facility which was the case as of September 30, 2026. As of September 30, 2026, the Company’s availability under the revolving credit facility for additional borrowings was $899,487. On August 5, 2026, the Company entered into an amendment to the Credit Agreement, which modified certain provisions of the Credit Agreement to, among other things, facilitate the offering of the exchangeable senior notes described below under “Exchangeable Senior Notes”. Exchangeable Senior Notes: On August 11, 2026, the Operating Partnership completed the issuance and sale of $775,000 aggregate principal amount of its 2.25% exchangeable senior notes due 2031, which included the full exercise of the option granted to the initial purchasers to purchase an additional $100,000 aggregate principal amount of the exchangeable senior notes. The issuance and sale amount approximate the estimated fair value (level 2 measurement) at September 30, 2026. The exchangeable senior notes are fully and unconditionally guaranteed on a senior, unsecured basis, by the Company. The exchangeable senior notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027. The exchangeable senior notes will mature on August 15, 2031, unless earlier exchanged, repurchased or redeemed by the Operating Partnership. The net proceeds from the offering were approximately $757,593, after deducting the initial purchasers’ discounts and commissions and offering expenses. These costs are presented as a reduction of the notes’ carrying amount and are amortized into interest expense over the term of the exchangeable senior notes using the effective interest method. Unamortized deferred financing costs on the exchangeable senior notes were $16,827 as of September 30, 2026. The Operating Partnership used $44,950 of the net proceeds from the offering to pay the cost of the capped call transactions described below and used a portion of the net proceeds to repay the $370,000 mortgage loan on Green Acres Mall. The remainder of the net proceeds are being held in short term, interest bearing deposit accounts and will be used to refinance existing secured debt and for other general corporate purposes. The exchangeable senior notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Operating Partnership’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Bank and Other Notes Payable:common stock exceeds 130% of the exchange price on the exchangeable senior notes for a specified period of time and certain liquidity conditions are satisfied. The Operating Partnership may also redeem the exchangeable senior notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if the Company’s board of directors (or a committee thereof) determines such redemption is necessary to preserve the Company’s status as a real estate investment trust. In either case, the redemption price will be a cash amount equal to the principal amount of the exchangeable senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In connection with the issuance of the exchangeable senior notes, the Operating Partnership and the Company entered into capped call transactions with certain financial institutions. The capped call transactions cover, subject to customary adjustments, the number of shares of the Company’s common stock initially underlying the exchangeable senior notes. The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any exchange of exchangeable senior notes and/or offset any cash payments the Operating Partnership is required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially approximately $34.06 per share, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions will expire upon the maturity of the exchangeable senior notes, if not earlier exercised or terminated. As of September 30, 2026 and December 31, 2025, the Company was in compliance with all applicable financial loan covenants.
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