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Debt Facilities
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt Facilities
Debt Facilities
Mortgage and Loans Payable
The Company's mortgage and loans payable consisted of the following as of December 31 (in thousands):
 
2018
 
2017
Term loans
$
1,344,482

 
$
1,417,352

Mortgage payable and other loans payable
44,042

 
48,872

 
1,388,524

 
1,466,224

Less the amount representing unamortized debt discount and debt issuance cost
(6,614
)
 
(10,666
)
Add the amount representing unamortized mortgage premium
1,882

 
2,051

 
1,383,792

 
1,457,609

Less current portion
(73,129
)
 
(64,491
)
 
$
1,310,663

 
$
1,393,118


Senior Credit Facility
On December 12, 2017, the Company entered into a credit agreement with a group of lenders for a $3,000.0 million credit facility ("Senior Credit Facility"), comprised of a $2,000.0 million senior unsecured multicurrency revolving credit facility ("Revolving Facility") and an approximately $1,000.0 million senior unsecured multicurrency term loan facility ("Term Loan Facility"). The Senior Credit Facility contains customary covenants, including financial covenants which require the Company to maintain certain financial coverage and leverage ratios, as well as customary events of default, and is guaranteed by certain of the Company's domestic subsidiaries. The Senior Credit Facility has a five-year term, maturing on December 12, 2022.
The Revolving Facility allows the Company to borrow, repay and reborrow over its term. The Revolving Facility provides a sublimit for the issuance of letters of credit of up to $250.0 million at any one time. Borrowings under the Revolving Facility bear interest at a rate based on a benchmark rate defined in the credit agreement plus a margin that can vary from 0.85% to 1.40% or, at the Company's option, the base rate, which is defined as the highest of (a) the Federal Funds Rate plus 0.5%, (b) the Bank of America prime rate and (c) one-month LIBOR plus 1% plus a margin that can vary from 0.0% to 0.4%. The Company is required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee is based on the same margin that applies from time to time to borrowings under the revolving credit line. The Company is also required to pay a quarterly facility fee ranging from 0.15% to 0.30% per annum based on the total revolving credit facility amount.
The Company borrowed £500.0 million and SEK2,800.0 million under the Term Loan Facility on December 12, 2017, or approximately $997.1 million at the exchange rates in effect on that date. The Company is required to repay the Term Loan Facility at the rate of 5% of the original principal amount per annum with the remaining balance to be repaid in full at the maturity of the Senior Credit Facility. The Term Loan Facility bears interest at a rate based on LIBOR plus a margin that can vary from 1.00% to 1.70%. As of December 31, 2018, the Company had £481.3 million and SEK2,695.0 million, or approximately $916.7 million in U.S dollars at the exchange rates in effect as of December 31, 2018, outstanding under the Term Loan Facility with a weighted average effective interest rate of 1.85% per annum. Debt issuance costs related to the Term Loan Facility, net of amortization, were $2.3 million as of December 31, 2018.
JPY Term Loan
On July 26, 2018, the Company entered into an amendment to its Senior Credit Facility. The amendment provided for a senior unsecured term loan in an aggregate principal amount of ¥47.5 billion (the "JPY Term Loan"). The Company is required to repay the JPY Term Loan at the rate of 5% of the original principal amount per annum with the remaining balance to be repaid in full at the maturity of the Senior Credit Facility. The JPY Term Loan bears interest at a rate based on LIBOR plus a margin that can vary from 1.00% to 1.70% and contains customary covenants consistent with the Senior Credit Facility.
On July 31, 2018, the Company drew down the full ¥47.5 billion of the JPY Term Loan, or approximately $424.7 million at the exchange rate effective on July 31, 2018, and prepaid the remaining principal of its existing Japanese Yen Term Loan of ¥43.8 billion or approximately $391.3 million. As of December 31, 2018, total outstanding borrowings under the JPY Term Loan were ¥46.9 billion, or approximately $427.8 million at the exchange rate effective on that date, with an effective interest rate of 1.74%. Debt issuance costs, net of amortization, related to the JPY Term Loan were $4.3 million as of December 31, 2018.
Japanese Yen Term Loan
On September 30, 2016, the Company entered into a five year term loan agreement (the "Japanese Yen Term Loan") with MUFG for ¥47.5 billion, or approximately $468.4 million at the exchange rate in effect on September 30, 2016. In October 2016, the Company drew down the full amount of the Japanese Yen Term Loan of ¥47.5 billion, or approximately $453.2 million at the exchange rate in effect on October 31, 2016. On July 31, 2018, the Company prepaid the remaining principal of the Japanese Yen Term Loan of ¥43.8 billion or approximately $391.3 million using proceeds from the JPY Term Loan. In connection with this prepayment of its existing Japanese Yen Term Loan, the Company recognized a loss on debt extinguishment of $2.2 million.
Mortgage Payable
In October 2013, as a result of the Frankfurt Kleyer 90 Carrier Hotel Acquisition, the Company assumed a mortgage payable of $42.9 million with an effective interest rate of 4.25%. The mortgage payable has monthly principal and interest payments and has an expiration date of August 2022.
Convertible Debt
4.75% Convertible Subordinated Notes
In June 2009, the Company issued $373.8 million aggregate principal amount of 4.75% Convertible Subordinated Notes due June 15, 2016 (the "4.75% Convertible Subordinated Notes"). In 2014 and 2015, certain holders of the 4.75% Convertible Subordinated Notes elected to convert a total of $223.7 million of the principal amount of the notes for 2,513,798 shares of the Company's common stock and $51.7 million in cash, comprised of accrued interest, premium and cash paid in lieu of issuing shares for certain note holders' principal amount.
In April and June 2016, certain holders of the 4.75% Convertible Subordinated Notes converted or redeemed a total of $150.1 million of the principal amount of the notes for 1,981,662 shares of the Company's common stock and $3.6 million in cash, comprised of accrued interest, cash paid in lieu of fractional shares and principal redemption. In the Company's consolidated statement of cash flows for the year ended December 31, 2016, the principal redemption and cash paid in lieu of issuing fractional shares to settle a portion of the principal amount were included within net cash provided by (used in) financing activities and the accrued interest paid was included within net cash provided by operating activities.
The following table sets forth total interest expense recognized related to the 4.75% Convertible Subordinated Notes for the year ended December 31 (in thousands):
 
2016
Contractual interest expense
$
3,267

Amortization of debt issuance costs
186

Amortization of debt discount
3,775

 
$
7,228

Effective interest rate of the liability component
10.48
%
To minimize the impact of potential dilution upon conversion of the 4.75% Convertible Subordinated Notes, the Company entered into capped call transactions (the "Capped Call") separate from the issuance of the 4.75% Convertible Subordinated Notes and paid a premium of $49.7 million for the Capped Call in 2009. The Capped Call covers a total of approximately 4,432,638 shares of the Company's common stock, subject to adjustment.
Upon maturity of the 4.75% Convertible Subordinated Notes on June 15, 2016, the Company settled the capped call transaction and received 380,779 shares of common stock, which were placed in treasury and resulted in a credit of $141.7 million to additional paid-in capital at the market price of $372.10 on June 15, 2016.
Senior Notes
The Company's senior notes consisted of the following as of December 31 (in thousands):
 
 
 
 
 
 
2018
 
2017
Senior Notes
 
Issuance Date
 
Maturity Date
 
Amount
 
Effective Rate
 
Amount
 
Effective Rate
5.000% Infomart Senior Notes
 
April 2018
 
April 2019 - April 2021
 
$
750,000

 
4.40
%
 
$

 
%
5.375% Senior Notes due 2022
 
November 2014
 
January 2022
 
750,000

 
5.56
%
 
750,000

 
5.56
%
5.375% Senior Notes due 2023
 
March 2013
 
April 2023
 
1,000,000

 
5.51
%
 
1,000,000

 
5.51
%
2.875% Euro Senior Notes due 2024
 
March 2018
 
March 2024
 
859,125

 
3.08
%
 

 
%
5.750% Senior Notes due 2025
 
November 2014
 
January 2025
 
500,000

 
5.88
%
 
500,000

 
5.88
%
2.875% Euro Senior Notes due 2025
 
September 2017
 
October 2025
 
1,145,500

 
3.04
%
 
1,201,000

 
3.04
%
5.875% Senior Notes due 2026
 
December 2015
 
January 2026
 
1,100,000

 
6.03
%
 
1,100,000

 
6.03
%
2.875% Euro Senior Notes due 2026
 
December 2017
 
February 2026
 
1,145,500

 
3.04
%
 
1,201,000

 
3.04
%
5.375% Senior Notes due 2027
 
March 2017
 
May 2027
 
1,250,000

 
5.51
%
 
1,250,000

 
5.51
%
 
 
 
 
 
 
8,500,125

 
 
 
7,002,000

 
 
Less amount representing unamortized debt issuance cost
 
(75,372
)
 
 
 
(78,151
)
 
 
Add amount representing unamortized debt premium
 
 
 
5,031

 
 
 

 
 
 
 
 
 
 
 
8,429,784

 
 
 
6,923,849

 
 
Less current portion
 
 
 
 
 
(300,999
)
 
 
 

 
 
 
 
 
 
 
 
$
8,128,785

 
 
 
$
6,923,849

 
 

5.000% Infomart Senior Notes
On April 2, 2018, in connection with the closing of the Infomart Dallas Acquisition, the Company issued $750.0 million aggregate principal amount of 5.000% senior unsecured notes in five new series due in each of April 2019, October 2019, April 2020, October 2020 and April 2021, with each series consisting of $150.0 million principal amount. The 5.000% Infomart Senior Notes were fair valued as of the acquisition date and the Company recognized debt premium of $8.2 million. Interest on the notes is payable semi-annually on April 2 and October 2 of each year, commencing on October 2, 2018. The 5.000% Infomart Senior Notes are not redeemable prior to their maturity dates.
2.875% Euro Senior Notes due 2024
On March 14, 2018, the Company issued €750.0 million, or approximately $929.9 million in U.S. dollars, at the exchange rate in effect on March 14, 2018, aggregate principal amount of 2.875% senior notes due March 15, 2024. Interest on the notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2018. Debt issuance costs related to the 2.875% Euro Senior Notes due 2024 were $11.6 million.
All 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. Interest on the senior notes is paid semi-annually in arrears. 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.
Each series of senior notes is governed by a supplemental indenture between the Company and U.S. Bank National Association, as trustee. These supplemental indentures contain covenants that limit the Company's ability and the ability of its subsidiaries to, among other things(1):
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(2);
enter into sale-leaseback transactions(2);
provide subsidiary guarantees;
make investments; and
merge or consolidate with any other person(2).
 
(1) 
If the senior notes are rated investment grade at any time by two or more of Standard & Poor's, Moody's and Fitch, most of the restrictive covenants contained in the supplemental indentures will be suspended.
(2) 
The supplemental indentures for the 5.000% Infomart Senior Notes, 2.875% Euro Senior Notes due 2024 and 2.875% Euro Senior Notes due 2026 only contain these covenants footnoted with (2).

Subject to compliance with the limitations described above, the Company may issue an unlimited principal amount of additional notes at later dates under the same indenture as the senior notes. Any additional notes the Company issues under the indenture will be identical in all respects to the terms of the 5.000% Infomart Senior Notes, 2.875% Euro Senior Notes due 2024 and 2.875% Euro Senior Notes due 2026, except that the additional notes will have different issuance dates and may have different issuance prices.
The Company is not required to make any mandatory redemption with respect to the senior notes; however, upon the event of a change in control, the Company may be required to offer to purchase the senior notes.
Optional Redemption Schedule
Senior Note Description
Early Equity Redemption Price
First Scheduled Redemption Date
First Scheduled Redemption Price
Second Year Redemption Price
Third Year Redemption Price
Fourth Year
(if scheduled) Redemption Price
5.375% Senior Notes due 2022
105.375%
January 1, 2018
104.031%
102.688%
101.344%
100.000%
5.375% Senior Notes due 2023
105.375%
April 1, 2018
102.688%
101.792%
100.896%
100.000%
2.875% Euro Senior Notes due 2024
102.875%
September 15, 2020
101.438%
100.719%
100.000%
 
5.750% Senior Notes due 2025
105.750%
January 1, 2020
102.875%
101.917%
100.958%
100.000%
2.875% Euro Senior Notes due 2025
102.875%
October 1, 2020
101.438%
100.719%
100.000%
 
5.875% Senior Notes due 2026
105.875%
January 15, 2021
102.938%
101.958%
100.979%
100.000%
2.875% Euro Senior Notes due 2026
102.875%
February 1, 2021
101.438%
100.719%
100.000%
 
5.375% Senior Notes due 2027
105.375%
May 15, 2022
102.688%
101.792%
100.896%
100.000%

Each series of senior notes provides for optional redemption, with the exception of 5.000% Infomart Senior Notes. Within 90 days of the closing of one or more equity offerings and at any time prior to the first scheduled redemption date listed in the Optional Redemption Schedule, the Company may redeem up to 35% of the aggregate principal amount of any series of senior notes outstanding, at the respective early equity redemption price listed in the Optional Redemption Schedule, plus accrued and unpaid interest to the redemption date, provided that at least 65% of the aggregate principal amount of the senior notes issued in such series remains outstanding immediately after such redemption(s).
On or after the first scheduled redemption date listed in the Optional Redemption Schedule, the Company may redeem all or a part of a series of senior notes, on one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth in the Optional Redemption Schedule, plus accrued and unpaid interest thereon, if any, if redeemed during the twelve-month period beginning on the first scheduled redemption date and at reduced scheduled redemption prices during the twelve or eighteen-month periods beginning on the anniversaries of the first scheduled redemption date.
In addition, at any time prior to the first scheduled redemption date, the Company may redeem all or a part of any series of senior notes at a redemption price equal to 100% of the principal amount of such senior notes redeemed plus the applicable premium (the "Applicable Premium") and accrued and unpaid interest, subject to the rights of the holders of record of such senior notes on the relevant record date to receive interest due on the relevant interest payment date. The Applicable Premium means the greater of:
(1)
1.0% of the principal amount of the senior notes;
(2)
the excess of:
(a)the present value at such redemption date of (i) the redemption price of the senior notes at the first scheduled redemption date, plus (ii) all required interest payments due on the senior notes through the first scheduled 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 senior notes.
Loss on Debt Extinguishment
During the year ended December 31, 2018, the Company recorded $51.4 million of loss on debt extinguishment comprised of (i) $17.1 million of loss on debt extinguishment as a result of amendments to leases impacting the related financing obligations, (ii) $19.5 million of loss on debt extinguishment from the settlement of financing obligations as a result of the Infomart Dallas Acquisition, (iii) $12.6 million of loss on debt extinguishment as a result of the settlement of financing obligations for properties purchased and (iv) $2.2 million of loss on debt extinguishment as a result of the redemption of the Japanese Yen Term Loan.
During the year ended December 31, 2017, the Company recorded $65.8 million of loss on debt extinguishment comprised of (i) $14.6 million of loss on debt extinguishment from the redemption of senior notes, which included $12.2 million redemption premium that was paid in cash and $2.4 million related to the write-off of unamortized debt issuance costs, (ii) $22.5 million of loss on debt extinguishment from the redemption of term loans under the previously outstanding credit facility, (iii) $16.7 million of loss on debt extinguishment as a result of amendments to leases and financing obligations and (iv) $12.0 million of loss on debt extinguishment from the settlement of financing obligations as a result of properties purchased.
During the year ended December 31, 2016, the Company recorded $12.3 million of loss on debt extinguishment as a result of (i) the settlement of the financing obligations for Paris 3 IBX data center, (ii) a portion of the lender fees associated with the Japanese Yen Term Loan and (iii) the prepayment and terminations of the 2012 and 2013 Brazil financings.
Maturities of Debt Instruments
The following table sets forth maturities of the Company's debt, including mortgage and loans payable, and senior notes, gross of debt issuance costs, debt discounts and debt premiums, as of December 31, 2018 (in thousands):
Years ending:
 
2019
$
373,128

2020
373,443

2021
223,134

2022
1,915,871

2023
1,002,491

Thereafter
6,002,464

 
$
9,890,531

Fair Value of Debt Instruments
The following table sets forth the estimated fair values of the Company's mortgage and loans payable and senior notes as of December 31 (in thousands):
 
2018
 
2017
Mortgage and loans payable
$
1,389,632

 
$
1,464,877

Senior notes
8,422,211

 
7,288,673

The fair values of the mortgage and loans payable and 5.000% Infomart Senior Notes, which were not publicly traded, were 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 were 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 years ended December 31 (in thousands):
 
2018
 
2017
 
2016
Interest expense
$
521,494

 
$
478,698

 
$
392,156

Interest capitalized
19,880

 
22,625

 
13,338

Interest charges incurred (1)
$
541,374

 
$
501,323

 
$
405,494


 
(1) 
Interest charges incurred for the year ended December 31, 2017 and 2016 also include interest expense incurred under the previously outstanding credit facility the Company entered in 2014, which was terminated in December 2017.
Total interest paid, net of capitalized interest, during the years ended December 31, 2018, 2017 and 2016 was $476.9 million, $422.2 million and $336.7 million, respectively.