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Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Debt

4. Debt

The following is a summary of debt (dollar amounts in thousands):

 

 

 

As of June 30,
2022

 

 

As of December 31,
2021

 

Revolving credit facility(A)

 

$

920,245

 

 

$

730,000

 

Interim credit facility

 

 

 

 

 

869,606

 

Term loan

 

 

200,000

 

 

 

200,000

 

British pound sterling term loan(B)

 

 

852,460

 

 

 

947,240

 

Australian term loan facility(B)

 

 

828,360

 

 

 

871,560

 

2.550% Senior Unsecured Notes due 2023(B)

 

 

487,120

 

 

 

541,280

 

3.325% Senior Unsecured Notes due 2025(B)

 

 

524,200

 

 

 

568,500

 

0.993% Senior Unsecured Notes due 2026(B)

 

 

524,200

 

 

 

568,500

 

2.500% Senior Unsecured Notes due 2026(B)

 

 

608,900

 

 

 

676,600

 

5.250% Senior Unsecured Notes due 2026

 

 

500,000

 

 

 

500,000

 

5.000% Senior Unsecured Notes due 2027

 

 

1,400,000

 

 

 

1,400,000

 

3.692% Senior Unsecured Notes due 2028(B)

 

 

730,680

 

 

 

811,920

 

4.625% Senior Unsecured Notes due 2029

 

 

900,000

 

 

 

900,000

 

3.375% Senior Unsecured Notes due 2030(B)

 

 

426,230

 

 

 

473,620

 

3.500% Senior Unsecured Notes due 2031

 

 

1,300,000

 

 

 

1,300,000

 

 

 

$

10,202,395

 

 

$

11,358,826

 

Debt issue costs and discount, net

 

 

(63,621

)

 

 

(76,056

)

 

 

$

10,138,774

 

 

$

11,282,770

 

 

 

(A)
Includes 253 million of Euro-denominated borrowings that reflect the exchange rate at June 30, 2022.
(B)
Non-U.S. dollar denominated debt reflects the exchange rate at June 30, 2022 and December 31, 2021.

As of June 30, 2022, principal payments due on our debt (which exclude the effects of any discounts, premiums, or debt issue costs recorded) are as follows (amounts in thousands):

 

2022

 

$

 

2023

 

 

487,120

 

2024

 

 

828,360

 

2025

 

 

1,376,660

 

2026

 

 

2,553,345

 

Thereafter

 

 

4,956,910

 

Total

 

$

10,202,395

 

2022 Activity

On May 6, 2022, we received commitments from certain of our credit facility syndicate members to increase the amount of our revolving credit facility by $500 million by exercising the accordion feature of our unsecured credit facility ("Credit Facility"). Additionally, our revolver and U.S. dollar term loan were modified with SOFR as a replacement reference rate to U.S. dollar LIBOR. With the closing of the accordion, our Credit Facility includes a $1.8 billion unsecured revolving loan facility and a $200 million unsecured term loan facility.

On June 29, 2022, we amended our Credit Facility. The amendment extended the maturity date of our revolving facility to June 30, 2026 with our option to extend for an additional 12 months. The maturity date of our $200 million unsecured term loan facility was extended to June 30, 2027. Additionally, we may request incremental term loan and/or revolving loan commitments in an aggregate amount not to exceed $1 billion, such that the aggregate amount of revolving commitments and term loans does not exceed $3 billion.

In addition to extending the maturity date and increasing the incremental borrowing capacity, the amendment improved interest rate spreads for both facilities. Under the amended Credit Facility and at our election, loans may be made as either ABR Loans or Term Benchmark Loans. The applicable margin for term loans that are ABR Loans is adjustable on a sliding scale from 0.00% to 0.70% based on current credit rating. The applicable margin for term loans that are Term Benchmark Loans is adjustable on a sliding scale from 0.875% to 1.70% based on current credit rating. The applicable margin for revolving loans that are ABR Loans is adjustable on a sliding scale from 0.00% to 0.50% based on current credit rating. The applicable margin for revolving loans that are Term Benchmark Loans or RFR Loans is adjustable on a sliding scale from 0.80% to 1.50% based on current credit rating. The facility fee is adjustable on a sliding scale from 0.125% to 0.30% (currently 0.25%) based on current credit rating and is payable on the revolving loan facility.

On March 15, 2022, we paid off and terminated our $1 billion interim credit facility that was entered into on July 27, 2021 ("July 2021 Interim Credit Facility") and paid down our revolving credit facility with proceeds from the Macquarie Transaction as more fully described in Note 3 to the condensed consolidated financial statements.

 

2021 Activity

Interim Credit Facility

On January 15, 2021, we entered into a $900 million interim credit facility (“January 2021 Interim Credit Facility”), of which we borrowed £500 million to partially fund the Priory Group Transaction. We paid off and terminated this facility on March 26, 2021 with proceeds from the issuance of the 2.500% Senior Unsecured Notes due 2026 and the 3.375% Senior Unsecured Notes due 2030.

Senior Unsecured Notes

On March 24, 2021, we completed an £850 million senior unsecured notes offering in two tranches. See below for details of each tranche:

2.500% Senior Unsecured Notes due 2026

On March 24, 2021, we completed a £500 million senior unsecured notes offering. The notes were issued at 99.937% of par value, and interest on the notes is payable annually on March 24 of each year, commencing on March 24, 2022. The notes pay interest in cash at a rate of 2.500% and mature on March 24, 2026.

3.375% Senior Unsecured Notes due 2030

On March 24, 2021, we completed a £350 million senior unsecured notes offering. The notes were issued at 99.448% of par value, and interest on the notes is payable annually on April 24 of each year, commencing on April 24, 2022. The notes pay interest in cash at a rate of 3.375% and mature on April 24, 2030.

We used proceeds from the £850 million senior unsecured notes offering to pay off the January 2021 Interim Credit Facility and reduce our revolving facility by approximately £340 million on March 26, 2021.

Debt Refinancing and Unutilized Financing Costs

2022 Activity

With proceeds from the Macquarie Transaction on March 14, 2022, we fully paid off our July 2021 Interim Credit Facility. As a result, we incurred $8.8 million of debt refinancing costs. We also incurred approximately $0.6 million of debt refinancing costs in the 2022 second quarter due to the amendment of our Credit Facility on June 29, 2022.

2021 Activity

With the termination of our January 2021 Interim Credit Facility and other debt activity, we incurred approximately $2.3 million of debt refinancing costs in the first half of 2021.

Covenants

Our debt facilities impose certain restrictions on us, including restrictions on our ability to: incur debts; create or incur liens; provide guarantees in respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate or other assets; and change our business. In addition, the credit agreements governing our Credit Facility limit the amount of dividends we can pay as a percentage of normalized adjusted funds from operations (“NAFFO”), as defined in the agreements, on a rolling four quarter basis. At June 30, 2022, the dividend restriction was 95% of NAFFO. The indentures governing our senior unsecured notes also limit the amount of dividends we can pay based on the sum of 95% of NAFFO, proceeds of equity issuances, and certain other net cash proceeds. Finally, our senior unsecured notes require us to maintain total unencumbered assets (as defined in the related indenture) of not less than 150% of our unsecured indebtedness.

In addition to these restrictions, the Credit Facility contains customary financial and operating covenants, including covenants relating to our total leverage ratio, fixed charge coverage ratio, secured leverage ratio, consolidated adjusted net worth, unsecured leverage ratio, and unsecured interest coverage ratio. The Credit Facility also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations, and failure to comply with our covenants. If an event of default occurs and is continuing under the Credit Facility, the entire outstanding balance may become immediately due and payable. At June 30, 2022, we were in compliance with all such financial and operating covenants.