Debt Facilities

Mortgage and Loans Payable

As of June 30, 2017 and December 31, 2016, the Company's mortgage and loans payable consisted of the following (in thousands):



	June 30, 2017			December 31, 2016
Term loans	$	2,580,198		$	1,413,582
Mortgage payable and loans payable	45,879			44,382
	2,626,077			1,457,964
Less amount representing unamortized debt discount and debt issuance cost	(33,593		)	(22,811		)
Add the amount representing mortgage premium	1,985			1,862
	2,594,469			1,437,015
Less current portion	(83,022		)	(67,928		)
Total	$	2,511,447		$	1,369,087

On December 22, 2016, the Company, as borrower, and certain subsidiaries as guarantors, entered into a third amendment (the "Third Amendment") to the Senior Credit Facility. Pursuant to the Third Amendment, (i) the Company may borrow up to €1,000.0 million in additional term B loan (the "Term B-2 Loan"), (ii) the interest rate margin applicable to the existing Term Loan B (the "Term Loan B-1 Facility") in U.S. Dollars was reduced from 3.25% to 2.50% and the LIBOR floor applicable to such loans was reduced from 0.75% to zero and (iii) the interest rate margin applicable to the loans borrowed under the Term Loan B-1 Facility in Pounds Sterling was reduced from 3.75% to 3.00%, with no change to the existing LIBOR floor of 0.75% applicable to such loans.

On January 6, 2017, the Company borrowed the full amount of the Term B-2 Loan of €1,000.0 million, or approximately $1,059.8 million and recorded debt issuance cost of €13.0 million, or approximately $13.8 million at the exchange rate in effect on January 6, 2017. The Term B-2 Loan will bear interest at an index rate based on LIBOR plus a margin of 3.25%. No original issue discount is applicable to the Term B-2 Loan. The Term B-2 Loan must be repaid in equal quarterly installments of 0.25% of the original principal amount of the Term B-2 Loan starting in the second quarter of 2017, with the remaining amount outstanding to be repaid in full on the seventh anniversary of the funding date of the Term B-2 Loan. As of June 30, 2017, the Company had a €997.5 million outstanding term loan balance, or a total of approximately $1,138.7 million at the exchange rate in effect on June 30, 2017, under the Term B-2 Loan commitment. As of June 30, 2017, debt issuance costs related to the Term B-2 Loan, net of amortization, were €12.1 million or $12.8 million.

Senior Notes

As of June 30, 2017 and December 31, 2016, the Company's senior notes consisted of the following (in thousands):



	June 30, 2017			December 31, 2016
4.875% Senior Notes due 2020	$	500,000		$	500,000
5.375% Senior Notes due 2022	750,000			750,000
5.375% Senior Notes due 2023	1,000,000			1,000,000
5.750% Senior Notes due 2025	500,000			500,000
5.875% Senior Notes due 2026	1,100,000			1,100,000
5.375% Senior Notes due 2027	1,250,000			—
	5,100,000			3,850,000
Less amount representing unamortized debt issuance cost	(52,574		)	(39,230		)
Total	$	5,047,426		$	3,810,770

2027 Senior Notes

In March 2017, the Company issued $1,250.0 million aggregate principal amount of 5.375% senior notes due May 15, 2027, which are referred to as the "2027 Senior Notes". Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2017. Debt issuance costs related to the 2027 Senior Notes were $16.8 million.

The 2027 Senior Notes are unsecured and rank equal in right of payment to the Company's existing or future senior indebtedness and senior in right of payment to the Company's existing and future subordinated indebtedness. The senior notes are effectively subordinated to all of the existing and future secured debt, including debt outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing such debt. They are also structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of any of the Company's subsidiaries.

The 2027 Senior Notes are governed by a supplemental indenture to the indenture between the Company and U.S. Bank National Association, as trustee, that also governs the Company's 5.875% Senior Notes due 2026, 5.375% Senior Notes due 2022, and 5.750% Senior Notes due 2025. The supplemental indenture contains covenants that limit the Company's ability and the ability of its subsidiaries to, among other things:


•	incur additional debt;


•	pay dividends or make other restricted payments;


•	purchase, redeem or retire capital stock or subordinated debt;


•	make asset sales;


•	enter into transactions with affiliates;


•	incur liens;


•	enter into sale-leaseback transactions;


•	provide subsidiary guarantees;


•	make investments; and


•	merge or consolidate with any other person.

The 2027 Senior Notes also provide for optional redemption. At any time prior to May 15, 2020, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2027 Senior Notes (calculated giving effect to any issuance of additional notes of such series) outstanding under the 2027 Senior Notes indenture, at a redemption price equal to 105.375% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings, provided that (i) at least 65% of the aggregate principal amount of the 2027 Senior Notes (calculated giving effect to any issuance of additional notes) issued under the 2027 indenture remains outstanding immediately after the occurrence of such redemption and (ii) the redemption must occur within 90 days of the date of the closing of such equity offering.

On or after May 15, 2022, the Company may redeem all or a part of the 2027 Senior Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning May 15 of the years indicated below:



	Redemption Price of the 2027 Notes
2022	102.688	%
2023	101.792	%
2024	100.896	%
2025 and thereafter	100.000	%

In addition, at any time prior to May 15, 2022, the Company may also redeem all or a part of the 2027 Senior Notes at a redemption price equal to 100% of the principal amount of 2027 Senior Notes redeemed plus the applicable premium (the "2027 Senior Notes Applicable Premium") as of, and accrued and unpaid interest, if any, to, but not including, the date of the redemption, subject to the rights of the holders of record of 2027 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date. The 2027 Senior Notes Applicable Premium is defined as the greater of:


•	1.0% of the principal amount of the 2027 Senior Notes; and

•

the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2027 Senior Notes at May 15, 2022 (such redemption price as shown in the table above), plus (ii) all required interest payments due on the 2027 Senior Notes through May 15, 2022 (excluding accrued but unpaid interest, if any, to, but not including, the redemption date) computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (b) the principal amount of the 2027 Senior Notes, if greater.

As of June 30, 2017, debt issuance costs related to the 2027 Senior Notes, net of amortization, were $16.4 million.

Maturities of Debt Facilities

The following table sets forth maturities of the Company's debt, including mortgage and loans payable, and senior notes, gross of debt issuance costs and debt discounts, as of June 30, 2017 (in thousands):



Years ending:
2017 (6 months remaining)	$	41,500
2018	83,067
2019	381,590
2020	543,467
2021	354,717
Thereafter	6,323,721
Total	$	7,728,062

Fair Value of Debt Facilities

The following table sets forth the estimated fair values of the Company's mortgage and loans payable, and senior notes, including current maturities, as of (in thousands):



	June 30, 2017		December 31, 2016
Mortgage and loans payable	$	2,638,356	$	1,461,954
Senior notes	5,421,585		4,033,985

The fair value of the mortgage and loans payable, which are not publicly traded, was estimated by considering the Company's credit rating, current rates available to the Company for debt of the same remaining maturities and terms of the debt (Level 2). The fair value of the senior notes, which are traded in the public debt market, was based on quoted market prices (Level 1).

Interest Charges

The following table sets forth total interest costs incurred and total interest costs capitalized for the periods presented (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Interest expense	$	119,042	$	100,332	$	230,726	$	201,195
Interest capitalized	7,999		3,183		14,399		5,476
Interest charges incurred	$	127,041	$	103,515	$	245,125	$	206,671

Total interest paid, net of capitalized interest, during the three months ended June 30, 2017 and 2016 was $90.0 million and $82.7 million, respectively. Total interest paid, net of capitalized interest, during the six months ended June 30, 2017 and 2016 was $199.0 million and $155.0 million, respectively.