Debt

3 Months Ended

Mar. 31, 2020

Senior Unsecured Credit Facility

As of December 31, 2019, we had a senior credit facility (as amended, the “Credit Agreement”), which provided for a $1.5 billion unsecured revolving credit facility (our “Unsecured Revolving Credit Facility”), a €236.3 million term loan, and a $100.0 million delayed draw term loan, which we refer to collectively as the “Senior Unsecured Credit Facility.” At December 31, 2019, the Senior Unsecured Credit Facility also permitted the aggregate principal amount (of revolving and term loans) available under the Credit Agreement to be increased up to an amount not to exceed the U.S. dollar equivalent of $2.35 billion, subject to the conditions to increase provided in the Credit Agreement.

On February 20, 2020, we amended and restated our Senior Unsecured Credit Facility to increase its capacity to approximately $2.1 billion, which is comprised of $1.8 billion under our Unsecured Revolving Credit Facility, a £150.0 million term loan (our “Term Loan”), and a €96.5 million delayed draw term loan (our “Delayed Draw Term Loan”). We refer to our Term Loan and Delayed Draw Term Loan collectively as the “Unsecured Term Loans.” On that date, we drew down our Term Loan in full by borrowing £150.0 million (equivalent to $193.1 million). On March 27, 2020, we drew down our Delayed Draw Term Loan in full by borrowing €96.5 million (equivalent to $105.9 million). The aggregate principal amount (of revolving and term loans) available under the Senior Unsecured Credit Facility may be increased up to an amount not to exceed the U.S. dollar equivalent of $2.75 billion, subject to the conditions to increase set forth in the Credit Agreement. In connection with the amendment and restatement our Senior Unsecured Credit Facility, we capitalized deferred financing costs totaling $10.0 million, which are being amortized to Interest expense over the remaining term of the Senior Unsecured Credit Facility.

The maturity date of the Senior Unsecured Credit Facility is February 20, 2025. The Unsecured Revolving Credit Facility is being used for working capital needs, for acquisitions, and for other general corporate purposes. The Credit Agreement permits borrowing under the Unsecured Revolving Credit Facility in certain currencies other than U.S. dollars.

At March 31, 2020, our Unsecured Revolving Credit Facility had available capacity of $1.7 billion. We incur an annual facility fee of 0.20% of the total commitment on our Unsecured Revolving Credit Facility, which is included within Interest expense in our consolidated statements of income.

The following table presents a summary of our Senior Unsecured Credit Facility (dollars in thousands):



	Interest Rate at March 31, 2020 ^(a)	Maturity Date at March 31, 2020	Principal Outstanding Balance at
Senior Unsecured Credit Facility	Interest Rate at March 31, 2020 ^(a)	Maturity Date at March 31, 2020	March 31, 2020		December 31, 2019
Unsecured Term Loans:
Term Loan — borrowing in British pounds sterling ^(b)	GBP LIBOR + 0.95%	2/20/2025	$	185,395	$	—
Delayed Draw Term Loan — borrowing in euros^(c)	EURIBOR + 0.95%	2/20/2025	105,726		—
			291,121		—
Unsecured Revolving Credit Facility:
Borrowing in euros ^(c)	EURIBOR + 0.85%	2/20/2025	43,276		131,438
Borrowing in Japanese yen	JPY LIBOR + 0.85%	2/20/2025	22,207		22,295
Borrowing in U.S. dollars	USD LIBOR + 0.85%	2/20/2025	10,000		—
Borrowing in British pounds sterling	N/A	N/A	—		47,534
			75,483		201,267
			$	366,604	$	201,267

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(a)	The applicable interest rate at March 31, 2020 was based on the credit rating for our Senior Unsecured Notes of BBB/Baa2.


(b)	Balance excludes unamortized discount of $1.4 million at March 31, 2020.


(c)	EURIBOR means Euro Interbank Offered Rate.

Senior Unsecured Notes

As set forth in the table below, we have euro and U.S. dollar-denominated senior unsecured notes outstanding with an aggregate principal balance outstanding of $4.4 billion at March 31, 2020 (the “Senior Unsecured Notes”).

Interest on the Senior Unsecured Notes is payable annually in arrears for our euro-denominated senior notes and semi-annually for U.S. dollar-denominated senior notes. The Senior Unsecured Notes can be redeemed at par within three months of their respective maturities, or we can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 30 to 35 basis points. The following table presents a summary of our Senior Unsecured Notes outstanding at March 31, 2020 (currency in millions):



						Original Issue Discount		Effective Interest Rate					Principal Outstanding Balance at
Senior Unsecured Notes, net ^(a)	Issue Date	Principal Amount		Price of Par Value		Original Issue Discount		Effective Interest Rate		Coupon Rate		Maturity Date	March 31, 2020		December 31, 2019
2.0% Senior Notes due 2023	1/21/2015	€	500.0	99.220	%	$	4.6	2.107	%	2.0	%	1/20/2023	$	547.8	$	561.7
4.6% Senior Notes due 2024	3/14/2014	$	500.0	99.639	%	$	1.8	4.645	%	4.6	%	4/1/2024	500.0		500.0
2.25% Senior Notes due 2024	1/19/2017	€	500.0	99.448	%	$	2.9	2.332	%	2.25	%	7/19/2024	547.8		561.7
4.0% Senior Notes due 2025	1/26/2015	$	450.0	99.372	%	$	2.8	4.077	%	4.0	%	2/1/2025	450.0		450.0
2.250% Senior Notes due 2026	10/9/2018	€	500.0	99.252	%	$	4.3	2.361	%	2.250	%	4/9/2026	547.8		561.7
4.25% Senior Notes due 2026	9/12/2016	$	350.0	99.682	%	$	1.1	4.290	%	4.25	%	10/1/2026	350.0		350.0
2.125% Senior Notes due 2027	3/6/2018	€	500.0	99.324	%	$	4.2	2.208	%	2.125	%	4/15/2027	547.8		561.7
1.350% Senior Notes due 2028	9/19/2019	€	500.0	99.266	%	$	4.1	1.442	%	1.350	%	4/15/2028	547.8		561.7
3.850% Senior Notes due 2029	6/14/2019	$	325.0	98.876	%	$	3.7	3.986	%	3.850	%	7/15/2029	325.0		325.0
													$	4,364.0	$	4,433.5

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(a)	Aggregate balance excludes unamortized deferred financing costs totaling $21.6 million and $22.8 million, and unamortized discount totaling $19.3 million and $20.5 million, at March 31, 2020 and December 31, 2019, respectively.

Proceeds from the issuances of each of these notes were used primarily to partially pay down the amounts then outstanding under the senior unsecured credit facility that we had in place at that time and/or to repay certain non-recourse mortgage loans.

Covenants

The Credit Agreement, each of the Senior Unsecured Notes, and certain of our non-recourse mortgage loan agreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. There have been no significant changes in our debt covenants from what was disclosed in the 2019 Annual Report. We were in compliance with all of these covenants at March 31, 2020.

Non-Recourse Mortgages

At March 31, 2020, the weighted-average interest rates for our fixed-rate and variable-rate non-recourse mortgage notes payable were 5.0% and 2.9%, respectively, with maturity dates ranging from June 2020 to September 2031.

Repayments During the Three Months Ended March 31, 2020

During the three months ended March 31, 2020, we repaid a non-recourse mortgage loan at maturity with a principal balance of approximately $7.7 million and an interest rate of 4.5%.

Repayments During the Three Months Ended March 31, 2019

During the three months ended March 31, 2019, we (i) prepaid non-recourse mortgage loans totaling $199.6 million, and (ii) repaid non-recourse mortgage loans at maturity with an aggregate principal balance of approximately $18.8 million. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 5.0%. Amounts are based on the exchange rate of the related foreign currency as of the date of repayment, as applicable. We primarily used proceeds from issuances of common stock under our ATM Program (Note 12) to fund these prepayments.

Foreign Currency Exchange Rate Impact

During the three months ended March 31, 2020, the U.S. dollar strengthened against the euro, resulting in an aggregate decrease of $93.5 million in the aggregate carrying values of our Non-recourse mortgages, net, Senior Unsecured Credit Facility, and Senior Unsecured Notes, net from December 31, 2019 to March 31, 2020.

Scheduled Debt Principal Payments

Scheduled debt principal payments as of March 31, 2020 are as follows (in thousands):



Years Ending December 31,	Total ^(a)
2020 (remainder)	$	142,494
2021	242,810
2022	460,033
2023	882,209
2024	1,169,686
Thereafter through 2031	3,272,903
Total principal payments	6,170,135
Unamortized discount, net ^(b)	(26,344		)
Unamortized deferred financing costs	(22,148		)
Total	$	6,121,643

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(a)	Certain amounts are based on the applicable foreign currency exchange rate at March 31, 2020.

(b)

Represents the unamortized discount on the Senior Unsecured Notes of $19.3 million in aggregate, unamortized discount, net, of $5.6 million in aggregate primarily resulting from the assumption of property-level debt in connection with business combinations, and unamortized discount of $1.4 million on the Term Loan.