What changed in this filing

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Item 1. Financial Statements

2023-05-01 compared with 2022-11-01 · 148 added, 255 removed, 572 unchanged (41% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2023 December 31,

21 unchanged sentences

Additional paid-in capital 3,292,779 3,299,496

Accumulated other comprehensive income (loss) 8,028 ( 12,674 )

Accumulated other comprehensive income 5,120 8,851

Distributions in excess of net income ( 413,388 ) ( 446,336 )

6 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Rental income $ 311,130 $ 298,362

12 unchanged sentences

Gain on sale of real estate assets 48,468 21,911

Loss on extinguishment of debt, net — ( 27,116 ) ( 221 ) ( 28,345 )

Other ( 405 ) ( 539 )

12 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Net income $ 112,246 $ 79,506

Other comprehensive income (loss)

Change in unrealized gain on interest rate swaps, net (Note 6) 6,088 2,141 21,469 10,639

Change in unrealized loss on marketable securities ( 358 ) ( 16 ) ( 767 ) ( 169 )

Total other comprehensive income 5,730 2,125 20,702 10,470

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 3,988 ) 11,281

Change in unrealized gain (loss) on marketable securities 257 ( 329 )

Total other comprehensive income (loss) ( 3,731 ) 10,952

Comprehensive income $ 108,515 $ 90,458

6 unchanged sentences

Comprehensive

Income (Loss)

Distributions in Excess of Net Income Total

5 unchanged sentences

Issuance of common stock 2,278 23 43,825 — — 43,848

Share-based awards retained for taxes — — ( 5,113 ) — — ( 5,113 )

Repurchases of common shares in conjunction with equity award plans — — ( 10,458 ) — — ( 10,458 )

Net income — — — — 79,506 79,506

Ending balance, March 31, 2022 299,488 2,995 3,269,719 ( 1,722 ) ( 497,334 ) 2,773,658

Common stock dividends ($ 0.215 per common share)

— — — — ( 64,344 ) ( 64,344 )

Equity based compensation expense — — 4,543 — — 4,543

Other comprehensive income — — — 2,773 — 2,773

Issuance of common stock 32 1 (1) — — —

Share-based awards retained for taxes — — ( 259 ) — — ( 259 )

Net income — — — — 90,428 90,428

Ending balance, June 30, 2021 296,978 2,970 3,215,948 ( 19,713 ) ( 494,861 ) 2,704,344

Common stock dividends ($ 0.215 per common share)

— — — — ( 64,340 ) ( 64,340 )

Equity based compensation expense — — 4,331 — — 4,331

Other comprehensive income — — — 2,125 — 2,125

Issuance of common stock 10 — — — — —

Share-based awards retained for taxes — — ( 96 ) — — ( 96 )

Net income — — — — 46,145 46,145

Ending balance, September 30, 2021 296,988 $ 2,970 $ 3,220,183 $ ( 17,588 ) $ ( 513,056 ) $ 2,692,509

Beginning balance, January 1, 2023 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ ( 446,336 ) $ 2,865,010

2 unchanged sentences

Equity based compensation expense — — 4,518 — — 4,518

Other comprehensive income — — — 10,952 — 10,952

Other comprehensive loss — — — ( 3,731 ) — ( 3,731 )

Issuance of common stock 632 6 ( 6 ) — — —

Share-based awards retained for taxes — — ( 10,458 ) — — ( 10,458 )

Repurchases of common shares in conjunction with equity award plans — — ( 11,229 ) — — ( 11,229 )

Net income — — — — 112,246 112,246

Ending balance, March 31, 2023 300,548 3,005 3,292,779 5,120 ( 413,388 ) 2,887,516

Common stock dividends ($ 0.240 per common share)

— — — — ( 72,534 ) ( 72,534 )

Equity based compensation expense — — 6,500 — — 6,500

Other comprehensive income — — — 4,020 — 4,020

Issuance of common stock 181 2 3,558 — — 3,560

Share-based awards retained for taxes — — ( 2 ) — — ( 2 )

Net income — — — — 87,791 87,791

Ending balance, June 30, 2022 299,669 2,997 3,279,775 2,298 ( 482,077 ) 2,802,993

Common stock dividends ($ 0.240 per common share)

— — — — ( 72,555 ) ( 72,555 )

Equity based compensation expense — — 6,580 — — 6,580

Other comprehensive income — — — 5,730 — 5,730

Issuance of common stock 244 2 5,690 — — 5,692

Net income — — — — 79,741 79,741

Ending balance, September 30, 2022 299,913 $ 2,999 $ 3,292,045 $ 8,028 $ ( 474,891 ) $ 2,828,181

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

9 unchanged sentences

Equity based compensation 4,191 4,315

Loss on extinguishment of debt, net 221 28,345

Changes in operating assets and liabilities:

10 unchanged sentences

Proceeds from sale of marketable securities 7,364 9,420

Net cash used in investing activities ( 474,479 ) ( 156,113 )

Net cash provided by (used in) investing activities 48,485 ( 174,937 )

Financing activities:

1 unchanged sentence

Proceeds from borrowings under unsecured revolving credit facility 117,000 210,000

Proceeds from unsecured notes — 847,735

Repayment of borrowings under unsecured term loans and notes — ( 250,000 )

18 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2023 December 31,

20 unchanged sentences

2,882,370 2,855,232

Accumulated other comprehensive income (loss) 8,028 ( 12,675 )

Accumulated other comprehensive income 5,120 8,851

Total capital 2,887,490 2,864,083

4 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Rental income $ 311,130 $ 298,362

12 unchanged sentences

Gain on sale of real estate assets 48,468 21,911

Loss on extinguishment of debt, net — ( 27,116 ) ( 221 ) ( 28,345 )

Other ( 405 ) ( 539 )

11 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Net income $ 112,246 $ 79,506

Other comprehensive income (loss)

Change in unrealized gain on interest rate swaps, net (Note 6) 6,088 2,141 21,469 10,639

Change in unrealized loss on marketable securities ( 358 ) ( 16 ) ( 767 ) ( 169 )

Total other comprehensive income 5,730 2,125 20,702 10,470

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 3,988 ) 11,282

Change in unrealized gain (loss) on marketable securities 257 ( 329 )

Total other comprehensive income (loss) ( 3,731 ) 10,953

Comprehensive income $ 108,515 $ 90,459

5 unchanged sentences

Comprehensive

Income (Loss)

Beginning balance, January 1, 2022 $ 2,715,863 $ ( 12,675 ) $ 2,703,188

3 unchanged sentences

Issuance of OP Units 43,848 — 43,848

Share-based awards retained for taxes ( 5,113 ) — ( 5,113 )

Repurchases of OP Units in conjunction with equity award plans ( 10,458 ) — ( 10,458 )

Net income 79,506 — 79,506

Ending balance, March 31, 2022 2,768,852 ( 1,722 ) 2,767,130

Distributions to partners ( 64,344 ) — ( 64,344 )

Equity based compensation expense 4,543 — 4,543

Other comprehensive income — 2,773 2,773

Issuance of OP Units — — —

Share-based awards retained for taxes ( 259 ) — ( 259 )

Net income 90,428 — 90,428

Ending balance, June 30, 2021 2,714,044 ( 19,714 ) 2,694,330

Distributions to partners ( 64,339 ) — ( 64,339 )

Equity based compensation expense 4,331 — 4,331

Other comprehensive income — 2,125 2,125

Issuance of OP Units — — —

Share-based awards retained for taxes ( 96 ) — ( 96 )

Net income 46,145 — 46,145

Ending balance, September 30, 2021 $ 2,700,085 $ ( 17,589 ) $ 2,682,496

Beginning balance, January 1, 2023 $ 2,855,232 $ 8,851 $ 2,864,083

1 unchanged sentence

Equity based compensation expense 4,518 — 4,518

Other comprehensive income — 10,953 10,953

Issuance of OP Units 43,848 — 43,848

Share-based awards retained for taxes ( 10,458 ) — ( 10,458 )

Other comprehensive loss — ( 3,731 ) ( 3,731 )

Repurchases of OP Units in conjunction with equity award plans ( 11,229 ) — ( 11,229 )

Net income 112,246 — 112,246

Ending balance, March 31, 2023 2,882,370 5,120 2,887,490

Distributions to partners ( 66,195 ) — ( 66,195 )

Equity based compensation expense 6,500 — 6,500

Other comprehensive income — 4,020 4,020

Issuance of OP Units 3,560 — 3,560

Share-based awards retained for taxes ( 2 ) — ( 2 )

Net income 87,791 — 87,791

Ending balance, June 30, 2022 2,800,506 2,298 2,802,804

Distributions to partners ( 73,295 ) — ( 73,295 )

Equity based compensation expense 6,580 — 6,580

Other comprehensive income — 5,730 5,730

Issuance of OP Units 5,692 — 5,692

Net income 79,741 — 79,741

Ending balance, September 30, 2022 $ 2,819,224 $ 8,028 $ 2,827,252

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

9 unchanged sentences

Equity based compensation 4,191 4,315

Loss on extinguishment of debt, net 221 28,345

Changes in operating assets and liabilities:

10 unchanged sentences

Proceeds from sale of marketable securities 7,364 9,420

Net cash used in investing activities ( 474,479 ) ( 156,113 )

Net cash provided by (used in) investing activities 48,485 ( 174,937 )

Financing activities:

1 unchanged sentence

Proceeds from borrowings under unsecured revolving credit facility 117,000 210,000

Proceeds from unsecured notes — 847,735

Repayment of borrowings under unsecured term loans and notes — ( 250,000 )

21 unchanged sentences

Brixmor Property Group Inc.

and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“REIT”).

and subsidiaries (collectively, the “Parent Company”) is an internally-managed corporation that has elected to be taxed as a real estate investment trust (“REIT”).

Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets.

2 unchanged sentences

The Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) owns and operates one of the largest publicly-traded open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers.

As of September 30, 2022, the Company’s portfolio was comprised of 378 shopping centers (the “Portfolio”) totaling approximately 67 million square feet of GLA.

As of March 31, 2023, the Company’s portfolio was comprised of 367 shopping centers (the “Portfolio”) totaling approximately 65 million square feet of GLA.

The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.

12 unchanged sentences

The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”).

To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid.

Management intends to continue to satisfy these requirements and maintain the Parent Company's REIT status.

14 unchanged sentences

Income taxes related to the Parent Company’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of September 30, 2022 and December 31, 2021.

Open tax years generally range from 2019 through 2022 but may vary by jurisdiction and issue.

3 unchanged sentences

Acquisition of Real Estate

During the nine months ended September 30, 2022, the Company acquired the following assets, in separate transactions:

During the three months ended March 31, 2023, the Company did not acquire any assets.

During the three months ended March 31, 2022, the Company acquired the following assets, in separate transactions:

Description (1)(2)

5 unchanged sentences

Ravinia Plaza Orland Park, IL Feb-22 101,800 26,160

Elmhurst Crossing Elmhurst, IL Apr-22 347,503 75,096

North Riverside Plaza Berwyn, IL Apr-22 383,884 60,114

West U Marketplace Houston, TX Apr-22 60,136 33,741

Waterford Commons - Ruby Tuesday Waterford, CT May-22 6,781 1,574

Lake Pointe Village Sugarland, TX Jun-22 162,263 80,971

Adjustments related to previously acquired assets Various Various N/A 50

1 unchanged sentence

(1) No debt was assumed related to any of the listed acquisitions.

(2) Aggregate purchase price includes $ 2.0 million of transaction costs, offset by $ 2.9 million of closing credits.

During the nine months ended September 30, 2021, the Company acquired the following assets, in separate transactions:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land at Ellisville Square (3)

Ellisville, MO Jan-21 N/A $ 2,014

Outparcel adjacent to Cobblestone Village St.

Augustine, FL Feb-21 5,040 1,520

Land associated with Westgate Plaza Westfield, MA Mar-21 N/A 245

Center of Bonita Springs Bonita Springs, FL Apr-21 281,394 48,061

Champlin Marketplace Champlin, MN Jun-21 91,970 14,876

378,404 $ 66,716

(1) No debt was assumed related to any of the listed acquisitions.

(2) In addition, during the three months ended March 31, 2022, the Company funded $ 6.1 million of deposits on assets that were under contract to be acquired.

(3) Aggregate purchase price includes $ 0.8 million of transaction costs, offset by $ 2.0 million of closing credits.

(3) The Company terminated a ground lease and acquired a land parcel.

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2022 and 2021, respectively, has been allocated as follows:

Nine Months Ended September 30,

Assets 2022 2021

The aggregate purchase price of the assets acquired during the three months ended March 31, 2022, has been allocated as follows:

Three Months Ended March 31,

Land $ 44,600

5 unchanged sentences

Below-market leases (4)

$ 30,748 $ 1,835

Other liabilities 1,826

1 unchanged sentence

Net assets acquired $ 158,192

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 30, 2022 was 6.5 years.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the nine months ended September 30, 2022 was 12.1 years.

(3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the nine months ended September 30, 2022 was 20.1 years.

(1) In addition, during the three months ended March 31, 2022, the Company funded $ 6.1 million of deposits on assets that were under contract to be acquired.

(2) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the three months ended March 31, 2022 was 6.4 years.

(3) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the three months ended March 31, 2022 was 12.2 years.

(4) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the three months ended March 31, 2022 was 19.8 years.

Dispositions and Assets Held for Sale

During the three months ended September 30, 2022, the Company disposed of one shopping center and three partial shopping centers for aggregate net proceeds of $ 28.2 million, resulting in aggregate gain of $ 13.5 million.

In addition, during the three months ended September 30, 2022, the Company had land at one shopping center seized through eminent domain for aggregate net proceeds of $ 2.8 million, resulting in aggregate gain of $ 2.3 million.

During the nine months ended September 30, 2022, the Company disposed of 11 shopping centers and seven partial shopping centers for aggregate net proceeds of $ 168.2 million, resulting in aggregate gain of $ 58.2 million and aggregate impairment of $ 4.6 million.

In addition, during the nine months ended September 30, 2022, the Company resolved contingencies related to previously disposed assets and had one land parcel seized through eminent domain for aggregate net proceeds of $ 2.8 million, resulting in aggregate net gain of $ 2.4 million.

During the three months ended September 30, 2021, the Company disposed of three shopping centers, five partial shopping centers, and one land parcel for aggregate net proceeds of $ 24.7 million, resulting in aggregate gain of $ 11.1 million.

During the nine months ended September 30, 2021, the Company disposed of nine shopping centers, 14 partial shopping centers, and one land parcel for aggregate net proceeds of $ 124.4 million resulting in aggregate gain of $ 49.5 million and aggregate impairment of $ 1.5 million.

In addition, during the nine months ended September 30, 2021, the Company received aggregate net proceeds of less than $ 0.1 million from previously disposed assets resulting in aggregate gain of less than $ 0.1 million.

As of September 30, 2022, the Company had four properties and one partial property held for sale.

During the three months ended March 31, 2023, the Company disposed of six shopping centers and two partial shopping centers for aggregate net proceeds of $ 119.7 million, resulting in aggregate gain of $ 48.5 million.

During the three months ended March 31, 2022, the Company disposed of five shopping centers and one partial shopping center for aggregate net proceeds of $ 58.9 million, resulting in aggregate gain of $ 21.8 million and aggregate impairment of $ 1.1 million.

In addition, during the three months ended March 31, 2022, the Company resolved contingencies related to previously disposed assets, resulting in net gain of $ 0.1 million.

As of March 31, 2023, the Company had no properties held for sale.

As of December 31, 2022, the Company had one property and two partial properties held for sale.

The following table presents the assets associated with the properties classified as held for sale:

Assets September 30, 2022 December 31, 2021

Land $ 5,580 $ 4,339

There were no liabilities associated with the properties classified as held for sale.

The following table presents the assets associated with the properties classified as held for sale as of December 31, 2022:

Assets December 31, 2022

Buildings and improvements 13,864

3 unchanged sentences

Assets associated with real estate assets held for sale $ 10,439

Lease liabilities $ 173 $ —

Below-market leases 28 —

Liabilities associated with real estate assets held for sale (1)

(1) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company's Consolidated Balance Sheets.

There were no discontinued operations for the three and nine months ended September 30, 2022 and 2021 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

There were no discontinued operations for the three months ended March 31, 2023 and 2022 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

The Company’s components of Real estate, net consisted of the following:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Land $ 1,806,186 $ 1,820,358

7 unchanged sentences

Total $ 7,835,257 $ 7,901,592

(1) As of September 30, 2022 and December 31, 2021, Lease intangibles consisted of $ 499.2 million and $ 491.0 million, respectively, of in-place leases and $ 51.3 million and $ 53.2 million, respectively, of above-market leases.

(1) As of March 31, 2023 and December 31, 2022, Lease intangibles consisted of $ 475.8 million and $ 492.0 million, respectively, of in-place leases and $ 50.1 million and $ 50.7 million, respectively, of above-market leases.

These intangible assets are amortized over the term of each related lease.

(2) As of September 30, 2022 and December 31, 2021, Accumulated depreciation and amortization included $ 467.8 million and $ 480.9 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2022 and December 31, 2021, the Company had intangible liabilities relating to below-market leases of $ 354.1 million and $ 337.1 million, respectively, and accumulated accretion of $ 254.0 million and $ 256.2 million, respectively.

(2) As of March 31, 2023 and December 31, 2022, Accumulated depreciation and amortization included $ 453.4 million and $ 465.2 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2023 and December 31, 2022, the Company had intangible liabilities relating to below-market leases of $ 339.9 million and $ 349.7 million, respectively, and accumulated accretion of $ 247.0 million and $ 252.9 million, respectively.

These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

These intangible assets are accreted over the term of each related lease.

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2022 and 2021 was $ 3.3 million and $ 2.8 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2022 and 2021 was $ 9.2 million and $ 9.9 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2023 and 2022 was $ 3.4 million and $ 3.0 million, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

Amortization expense associated with in-place lease value for the three months ended September 30, 2022 and 2021 was $ 5.1 million and $ 3.9 million, respectively.

Amortization expense associated with in-place lease value for the nine months ended September 30, 2022 and 2021 was $ 14.0 million and $ 11.8 million, respectively.

Amortization expense associated with in-place lease value for the three months ended March 31, 2023 and 2022 was $ 4.5 million and $ 4.1 million, respectively.

These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations.

2 unchanged sentences

In-place lease amortization expense

2022 (remaining three months) $ ( 2,827 ) $ 4,695

2023 (remaining nine months) $ ( 7,627 ) $ 11,095

2024 ( 9,565 ) 11,908

4 unchanged sentences

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value.

The Company did not recognize any impairments during the three months ended September 30, 2022.

The Company recognized the following impairments during the nine months ended September 30, 2022:

Nine Months Ended September 30, 2022

The Company recognized the following impairments during the three months ended March 31, 2023:

Three Months Ended March 31, 2023

Property Name (1)

Location GLA Impairment Charge

The Manchester Collection - Crossroads Manchester, CT 172,474 $ 1,100

172,474 $ 1,100

(1) The Company recognized an impairment charge based upon offers from third-party buyers in connection with the Company’s capital recycling program.

The Company recognized the following impairments during the three months ended March 31, 2022:

Three Months Ended March 31, 2022

Property Name (1)

Location GLA Impairment Charge

Torrington Plaza (2)

4 unchanged sentences

(1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the nine months ended September 30, 2022.

The Company did not recognize any impairments during the three months ended September 30, 2021.

The Company recognized the following impairments during the nine months ended September 30, 2021:

Nine Months Ended September 30, 2021

Property Name (1)

Location GLA Impairment Charge

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

Erie Canal Centre (2)

DeWitt, NY 123,404 431

237,573 $ 1,898

(2) The Company disposed of this property during the nine months ended September 30, 2021.

(2) The Company disposed of this property during the year ended December 31, 2022.

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods.

7 unchanged sentences

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt.

During the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company did no t enter into any new interest rate swap agreements.

During the year ended December 31, 2021, interest rate swaps with a notional amount of $ 250.0 million expired and the Company paid $ 1.1 million to terminate interest rate swaps with a notional amount of $ 250.0 million.

During the nine months ended September 30, 2022, the Company amended its interest rate swap agreements, contemporaneous with a modification of the Company's unsecured credit facility agreements, to facilitate reference rate form, converting all outstanding swaps from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”).

As a result of these amendments, the Company has elected to apply additional expedients within Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s), as qualifying changes have been made to applicable debt and derivative contracts.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, 2022 and December 31, 2021 is as follows:

During the three months ended March 31, 2023, the Company entered into three forward starting interest rate swap agreements with an effective date of May 1, 2023, an aggregate notional amount of $ 200.0 million, a weighted average fixed rate of 3.59 %, and an expiration date of July 26, 2027.

During the year ended December 31, 2022, the Company did not enter into any new interest rate swap agreements.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2023 and December 31, 2022 is as follows:

Number of Instruments Notional Amount

September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022

Interest Rate Swaps (1)

7 4 $ 500,000 $ 300,000

(1) Interest Rate Swaps outstanding as of March 31, 2023 include three forward interest rate swap agreements with an effective date of May 1, 2023 and aggregate notional amount of $ 200.0 million.

The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities.

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of September 30, 2022 and December 31, 2021 is as follows:

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of March 31, 2023 and December 31, 2022 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Gross derivative assets $ 7,383 $ 9,640

6 unchanged sentences

These inputs are classified as Level 2 of the fair value hierarchy.

The effective portion of changes in the fair value of derivatives designated as

cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021 is as follows:

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

(Interest Rate Swaps) Three Months Ended March 31,

Change in unrealized gain (loss) on interest rate swaps $ ( 2,467 ) $ 9,434

Amortization of interest rate swaps to interest expense 270 2,339 3,490 8,563

Change in unrealized gain on interest rate swaps, net $ 6,088 $ 2,141 $ 21,469 $ 10,639

Amortization (accretion) of interest rate swaps to interest expense ( 1,521 ) 1,847

Change in unrealized gain (loss) on interest rate swaps, net $ ( 3,988 ) $ 11,281

The Company estimates that $ 8.0 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and nine months ended September 30, 2022 and 2021.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2023 and 2022.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes.

As of September 30, 2022 and December 31, 2021, the Company did not have any non-designated hedges.

As of March 31, 2023 and December 31, 2022, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

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Debt Obligations

As of September 30, 2022 and December 31, 2021, the Company had the following indebtedness outstanding:

As of March 31, 2023 and December 31, 2022, the Company had the following indebtedness outstanding:

Carrying Value as of

September 30,

2023 December 31,

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$ 4,958,480 $ 5,035,501

(1) Stated interest rates as of September 30, 2022 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.69 % as of September 30, 2022.

(1) Stated interest rates as of March 31, 2023 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.69 % as of March 31, 2023.

(3) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on the $ 300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59 % (plus a spread of 119 basis points) through July 26, 2024.

2023 Debt Transactions

In April 2022, the Operating Partnership amended and restated its unsecured credit facility agreements (the "Unsecured Credit Facility").

The amendment provides for (i) revolving loan commitments of $ 1.25 billion (the “Revolving Facility”) scheduled to mature on June 30, 2026 (extending the applicable scheduled maturity date from February 28, 2023);

and (ii) a continuation of the existing $ 300 Million Term Loan scheduled to mature on July 26, 2027 (extending the applicable scheduled maturity date from July 26, 2024) and a new $ 200.0 million delayed draw term loan, scheduled to mature on July 26, 2027 (together, the “Term Loan Facility”).

The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments.

In addition, the floating reference rate under the Unsecured Credit Facility has been amended from LIBOR to SOFR.

During the nine months ended September 30, 2022, the Operating Partnership repaid $ 250.0 million principal amount of its Floating Rate Senior Notes due 2022 (the “2022 Notes”), representing all of the outstanding 2022 Notes, with available cash on hand.

In addition, during the nine months ended September 30, 2022, the Operating Partnership borrowed $ 200.0 million, net of repayments, under its $ 1.25 billion Revolving Facility, the proceeds of which were used for general corporate purposes, including $ 238.7 million of acquisitions, net of dispositions.

The Operating Partnership has an unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $ 1.25 billion revolving loan facility (the "Revolving Facility") and a $ 300.0 million term loan facility, in addition to a $ 200.0 million delayed draw term loan (together the "Term Loan Facility").

During the three months ended March 31, 2023, the Operating Partnership repaid $ 78.0 million, net of borrowings, under its Revolving Facility, with proceeds from dispositions.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants.

The Company was in compliance with these covenants as of September 30, 2022.

The Company was in compliance with these covenants as of March 31, 2023.

Debt Maturities

As of September 30, 2022 and December 31, 2021, the Company had accrued interest of $ 44.6 million and $ 46.3 million outstanding, respectively.

As of September 30, 2022, scheduled maturities of the Company’s outstanding debt obligations were as follows:

As of March 31, 2023 and December 31, 2022, the Company had accrued interest of $ 44.7 million and $ 47.3 million outstanding, respectively.

As of March 31, 2023, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2022 (remaining three months) $ —

2023 (remaining nine months) $ —

Thereafter 2,410,911

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All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Value Carrying

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Total debt obligations, net $ 4,958,480 $ 4,548,789 $ 5,035,501 $ 4,573,737

hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

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The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis:

Fair Value Measurements as of September 30, 2022

Fair Value Measurements as of March 31, 2023

Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs

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Interest rate derivatives $ 9,640 $ — $ 9,640 $ —

(1) As of September 30, 2022 and December 31, 2021, marketable securities included $ 0.9 million and $ 0.1 million of net unrealized losses, respectively.

As of September 30, 2022, the contractual maturities of the Company’s marketable securities are within the next five years.

(1) As of March 31, 2023 and December 31, 2022, marketable securities included $ 0.5 million and $ 0.8 million of net unrealized losses, respectively.

As of March 31, 2023, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

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Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy.

During the nine months ended September 30, 2022 and year ended December 31, 2021, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to September 30, 2022 and December 31, 2021, respectively.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the three months ended March 31, 2023, excluding the properties sold prior to March 31, 2023.

During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022.

Fair Value Measurements as of March 31, 2023

Balance Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Impairment of Real Estate Assets

Properties (1)(2)

$ 17,671 $ — $ — $ 17,671 $ 1,100

(1) There were no properties remeasured to fair value during the three months ended March 31, 2023 that were sold prior to March 31, 2023.

(2) The carrying value of The Manchester Collection — Crossroads, which was remeasured to fair value based upon offers from third-party buyers during the three months ended March 31, 2023, is $ 17.7 million.

Revenue Recognition

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Additionally, certain leases may require variable lease payments associated with percentage rents, which are recognized upon the achievement of certain predetermined sales thresholds.

The Company recognized $ 1.3 million and $ 0.9 million of income based on percentage rents for the three months ended September 30, 2022 and 2021, respectively.

The Company recognized $ 7.1 million and $ 4.7 million of income based on percentage rents for the nine months ended September 30, 2022 and 2021, respectively.

The Company recognized $ 3.8 million and $ 3.4 million of income based on percentage rents for the three months ended March 31, 2023 and 2022, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

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Upon lease execution, the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term.

As of September 30, 2022, the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

As of March 31, 2023, the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

Certain agreements require the Company to pay a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties.

These payments are not included in the calculation of the lease liability and are presented as variable lease costs.

These payments are not included in the calculation of the ROU asset or lease liability and are presented as variable lease costs.

The following tables present additional information pertaining to the Company’s operating leases:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Operations Information 2023 2022

Operating lease costs $ 1,411 $ 1,438

Short-term lease costs — — — 1

Variable lease costs 139 80

Total lease costs $ 1,550 $ 1,518

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Cash Flows Information 2023 2022

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ROU assets obtained in exchange for operating lease liabilities 23 112

ROU assets reduction due to dispositions, held for sale, and lease modifications ( 171 ) ( 229 )

Operating Lease Liabilities As of

September 30, 2022

March 31, 2023

Future minimum operating lease payments:

2022 (remaining three months) $ 1,534

2023 (remaining nine months) $ 4,542

Thereafter 31,041

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imputed interest ( 17,909 )

lease liabilities held for sale ( 173 )

Operating lease liabilities $ 38,867

Supplemental Balance Sheets Information As of

September 30, 2022 As of December 31, 2021

March 31, 2023 As of December 31, 2022

Operating lease liabilities (1)(2)

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34,801 35,754

(1) As of September 30, 2022 and December 31, 2021, the weighted average remaining lease term was 16.2 years and 12.7 years, respectively, and the weighted average discount rate was 4.44 % and 4.41 %, respectively.

(1) As of March 31, 2023 and December 31, 2022, the weighted average remaining lease term was 16.0 years and 16.0 years, respectively, and the weighted average discount rate was 4.43 % and 4.43 %, respectively.

(2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

(3) These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of September 30, 2022, there were no material leases that have been executed but not yet commenced.

As of March 31, 2023, there were no material leases that have been executed but not yet commenced.

Equity and Capital

In January 2020, the Company established an at-the-market equity offering program (the “ATM Program”) through which the Company may sell, from time to time, up to an aggregate of $ 400.0 million of its common stock through sales agents.

In November 2022, the Company renewed its at-the-market equity offering program (the “ATM Program”) through which the Company may sell, from time to time, up to an aggregate of $ 400.0 million of its common stock through sales agents.

The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers.

The ATM Program is scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers.

During the nine months ended September 30, 2022, the Company issued 2.1 million shares of common stock under the ATM Program at an average price per share of $ 25.40 for total gross proceeds of $ 53.9 million, excluding commissions.

The Company incurred commissions of $ 0.7 million in conjunction with the ATM Program for the nine months ended September 30, 2022.

During the nine months ended September 30, 2021, the Company did not issue any shares of common stock.

As of September 30, 2022, $ 340.8 million of common stock remained available for issuance under the ATM Program.

The ATM Program is scheduled to expire on November 1, 2025, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers.

The ATM Program replaced the Company's prior at-the-market equity offering program (the "Prior ATM Program"), which was scheduled to expire on January 9, 2023.

During the three months ended March 31, 2023, the Company did not issue any shares of common stock under the ATM Program.

During the three months ended March 31, 2022, the Company issued 1.7 million shares of common stock under the Prior ATM Program at an average price per share of $ 25.49 , for total gross proceeds of $ 44.4 million, excluding commissions.

The Company incurred commissions of $ 0.6 million in conjunction with the Prior ATM Program for the three months ended March 31, 2022.

As of March 31, 2023, $ 400.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

In January 2020, the Company established a share repurchase program (the “2020 Repurchase Program”) for up to $ 400.0 million of its common stock.

The 2020 Repurchase Program is scheduled to expire on January 9, 2023, unless suspended or extended by the Company's board of directors.

During the nine months ended September 30, 2022 and 2021, the Company did not repurchase any shares of common stock.

As of September 30, 2022, the 2020 Repurchase Program had $ 375.0 million of available repurchase capacity.

In November 2022, the Company renewed its share repurchase program (the “Repurchase Program”) for up to $ 400.0 million of its common stock.

The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors.

The Repurchase Program replaced the Company's prior share repurchase program (the "Prior Repurchase Program"), which was scheduled to expire on January 9, 2023.

During the three months ended March 31, 2023 and 2022, the Company did not repurchase any shares of common stock.

As of March 31, 2023, the Repurchase Program had $ 400.0 million of available repurchase capacity.

In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations.

During the nine months ended September 30, 2022 and 2021, the Company withheld 0.4 million and 0.3 million shares of its common stock, respectively.

During the three months ended March 31, 2023 and 2022, the Company withheld 0.5 million and 0.4 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended September 30, 2022 and 2021, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.240 per share/unit and $ 0.215 per share/unit, respectively.

During the nine months ended September 30, 2022 and 2021, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.720 per share/unit and $ 0.645 per share/unit, respectively.

As of September 30, 2022 and December 31, 2021, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 75.3 million and $ 74.4 million, respectively.

During the three months ended March 31, 2023 and 2022, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.26 per share/unit and $ 0.24 per share/unit, respectively.

As of March 31, 2023 and December 31, 2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 80.9 million and $ 81.6 million, respectively.

These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

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Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013.

During the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company granted RSUs to certain employees.

During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company granted RSUs to certain employees.

The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions.

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Tranches that only have a service-based component can only earn a target number of units.

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million and 1.0 million for the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively, with vesting periods ranging from one to five years .

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million and 0.7 million for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively, with vesting periods ranging from one to five years .

For the service-based and performance-based RSUs granted, fair value is based on the Company’s grant date stock price.

For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:

Assumption Nine Months Ended September 30, 2022 Year Ended,

Assumption Three Months Ended March 31, 2023 Year Ended,

December 31, 2022

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3.8 % - 4.6 %

During the three months ended September 30, 2022 and 2021, the Company recognized $ 6.6 million and $ 4.3 million of equity compensation expense, respectively, of which $ 0.5 million and $ 0.3 million was capitalized, respectively.

During the nine months ended September 30, 2022 and 2021, the Company recognized $ 17.7 million and $ 11.7 million of equity compensation expense, respectively, of which $ 1.3 million and $ 0.8 million was capitalized, respectively.

During the three months ended March 31, 2023 and 2022, the Company recognized $ 4.5 million and $ 4.6 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.3 million was capitalized, respectively.

These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

As of September 30, 2022, the Company had $ 27.1 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years.

As of March 31, 2023, the Company had $ 33.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.4 years.

Earnings per Share

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2022 and 2021 (dollars in thousands, except per share data):

Ended September 30, Nine Months

Ended September 30,

2022 2021 2022 2021

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2023 and 2022 (dollars in thousands, except per share data):

Ended March 31,

Computation of Basic Earnings Per Share:

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units.

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2022 and 2021 (dollars in thousands, except per unit data):

Three Months Ended September 30, Nine Months

Ended September 30,

2022 2021 2022 2021

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2023 and 2022 (dollars in thousands, except per unit data):

Three Months Ended March 31,

Computation of Basic Earnings Per Unit:

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Environmental Matters

Under various federal, state, and local laws, ordinances, and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s property or disposed of by the Company or its tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).

The Company does not believe that any resulting liability from such matters will have a material impact on the Company’s financial condition, operating results, or cash flows.

During the three and nine months ended September 30, 2022 and 2021, the Company did no t incur any material governmental fines resulting from environmental matters.

Under various federal, state, and local laws, ordinances, and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s properties or disposed of by the Company or its tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).

The Company maintains a reserve for currently known environmental matters and does not believe they will have a material impact on the Company’s financial condition, operating results, or cash flows.

During the three months ended March 31, 2023 and 2022, the Company did no t incur any material governmental fines resulting from environmental matters.

Related-Party Transactions

In the ordinary course of conducting its business, the Company enters into agreements with its affiliates in relation to the leasing and management of its real estate assets.

As of September 30, 2022 and December 31, 2021, there were no material receivables from or payables to related parties.

During the three and nine months ended September 30, 2022 and 2021, the Company did no t engage in any material related-party transactions.

As of March 31, 2023 and December 31, 2022, there were no material receivables from or payables to related parties.

During the three months ended March 31, 2023 and 2022, the Company did no t engage in any material related-party transactions.

Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2022 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from September 30, 2022 through the date the financial statements were issued.

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2023 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from March 31, 2023 through the date the financial statements were issued other than the following:

• On April 25, 2023, the Operating Partnership repurchased $ 199.6 million of its outstanding 3.65 % Senior Notes due 2024 (the "2024 Notes") pursuant to a cash tender offer (the "Tender Offer").

In connection with the Tender Offer, the Company expects to recognize a gain on extinguishment of debt of approximately $ 4.3 million in the second quarter of 2023.

• The Operating Partnership funded the Tender Offer with proceeds from its previously disclosed $ 200.0 million delayed draw term loan, which was drawn on April 24, 2023.

Effective May 1, 2023, the $ 200.0 million delayed draw term loan has been swapped to a fixed, combined rate of 3.59 % (plus a spread of 119 basis points and SOFR adjustment of 10 basis points) through the maturity of the term loan on July 26, 2027.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements