Debt

9 Months Ended

Sep. 30, 2020

Senior Unsecured Credit Facility

On February 20, 2020, we amended and restated our senior unsecured credit facility to increase its capacity from approximately $1.85 billion to approximately $2.1 billion, comprised of (i) a $1.8 billion unsecured revolving credit facility for our working capital needs, acquisitions, and other general corporate purposes (our “Unsecured Revolving Credit Facility”), (ii) a £150.0 million term loan (our “Term Loan”), and (iii) 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” and the entire facility collectively as our “Senior Unsecured Credit Facility.”

The Senior Unsecured Credit Facility includes the ability to borrow in certain currencies other than U.S. dollars and has a maturity date of February 20, 2025. 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 our 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.

On February 20, 2020, 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).

At September 30, 2020, our Unsecured Revolving Credit Facility had available capacity of approximately $1.6 billion (net of amounts reserved for standby letters of credit totaling $20.1 million). 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 September 30, 2020 (a)	Maturity Date at September 30, 2020	Principal Outstanding Balance at
Senior Unsecured Credit Facility			September 30, 2020		December 31, 2019
Unsecured Term Loans:
Term Loan — borrowing in British pounds sterling (b)	GBP LIBOR + 0.95%	2/20/2025	$	192,492	$	—
Delayed Draw Term Loan — borrowing in euros (c)	EURIBOR + 0.95%	2/20/2025	112,982		—
			305,474		—
Unsecured Revolving Credit Facility:
Borrowing in dollars	LIBOR + 0.85%	2/20/2025	160,000		—
Borrowing in Japanese yen	JPY LIBOR + 0.85%	2/20/2025	22,799		22,295
Borrowing in euros	N/A	N/A	—		131,438
Borrowing in British pounds sterling	N/A	N/A	—		47,534
			182,799		201,267
			$	488,273	$	201,267

__________

(a)The applicable interest rate at September 30, 2020 was based on the credit rating for our Senior Unsecured Notes of BBB/Baa2.

(b)Balance excludes unamortized discount of $1.3 million at September 30, 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 $4.6 billion at September 30, 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 September 30, 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						Coupon Rate		Maturity Date	September 30, 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	$	585.4	$	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	585.4		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	585.4		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	585.4		561.7
1.350% Senior Notes due 2028	9/19/2019	€	500.0	99.266	%	$	4.1	1.442	%	1.350	%	4/15/2028	585.4		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
													$	4,552.0	$	4,433.5

__________

(a)Aggregate balance excludes unamortized deferred financing costs totaling $20.3 million and $22.8 million, and unamortized discount totaling $18.5 million and $20.5 million, at September 30, 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.

On October 14, 2020, we completed a public offering of $500.0 million of 2.400% Senior Notes due 2031, at a price of 99.099% of par value. These 2.400% Senior Notes due 2031 have a 10.3-year term and are scheduled to mature on February 1, 2031 (Note 16).

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 September 30, 2020.

Non-Recourse Mortgages

At September 30, 2020, the weighted-average interest rates for our fixed-rate and variable-rate non-recourse mortgage notes payable were 4.9% and 2.9%, respectively, with maturity dates ranging from November 2020 to September 2031.

A non-recourse mortgage loan encumbering a vacant property, with an outstanding principal balance and carrying value of approximately $3.0 million, was in default as of September 30, 2020. The property has been vacant since 2018. This loan currently bears interest at 6.9% (there is no additional default interest) and is collateralized by the property, which we wholly-own. Interest expense of $0.2 million on this loan has been accrued and unpaid as of September 30, 2020. As of September 30, 2020, the carrying value of the property was $3.7 million.

Repayments During the Nine Months Ended September 30, 2020

During the nine months ended September 30, 2020, we repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $202.5 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.

Repayments During the Nine Months Ended September 30, 2019

During the nine months ended September 30, 2019, we (i) prepaid non-recourse mortgage loans totaling $872.8 million, and (ii) repaid non-recourse mortgage loans at maturity with an aggregate principal balance of approximately $39.4 million. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.9%. 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) and proceeds from the issuances of senior notes to fund these prepayments.

Foreign Currency Exchange Rate Impact

During the nine months ended September 30, 2020, the U.S. dollar weakened against the euro, resulting in an aggregate increase of $129.8 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 September 30, 2020.

Scheduled Debt Principal Payments

Scheduled debt principal payments as of September 30, 2020 are as follows (in thousands):


Years Ending December 31,	Total (a)
2020 (remainder)	$	28,717
2021	144,112
2022	460,944
2023	928,188
2024	1,208,377
Thereafter through 2031	3,509,419
Total principal payments	6,279,757
Unamortized discount, net (b)	(24,592)
Unamortized deferred financing costs	(20,705)
Total	$	6,234,460

__________

(a)Certain amounts are based on the applicable foreign currency exchange rate at September 30, 2020.

(b)Represents the unamortized discount on the Senior Unsecured Notes of $18.5 million in aggregate, unamortized discount, net, of $4.8 million in aggregate primarily resulting from the assumption of property-level debt in connection with business combinations, and unamortized discount of $1.3 million on the Term Loan.