Debt of the Operating Partnership

3 Months Ended

Mar. 31, 2023

Debt of the Operating Partnership

Debt of the Operating Partnership

9. Debt of the Operating Partnership

All debt is currently held by the OP or its consolidated subsidiaries, and the Parent is the guarantor or co-guarantor of the Global Revolving Credit Facility and the Yen Revolving Credit Facility (together, referred to as the “Global Revolving Credit Facilities”), the unsecured term loans and the unsecured senior notes. A summary of outstanding indebtedness is as follows (in thousands):

	March 31, 2023				December 31, 2022
	Weighted-				Weighted-
	average		Amount		average		Amount
	interest rate		Outstanding		interest rate		Outstanding
Global revolving credit facilities	4.04	%	$	2,531,056	3.04	%	$	2,167,889
Unsecured term loans	4.44	%		1,552,925	2.49	%		802,875
Unsecured senior notes	2.24	%		13,357,299	2.44	%		13,220,961
Secured and other debt	7.60	%		563,856	7.12	%		532,130
Total	2.85	%	$	18,005,136	2.68	%	$	16,723,855

The weighted-average interest rates shown represent interest rates at the end of the periods for the debt outstanding and include the impact of designated interest rate swaps, which effectively fix the interest rates on certain variable rate debt, along with cross-currency interest rate swaps, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt in order to hedge the currency exposure associated with our net investment in foreign subsidiaries.

We primarily borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies (in thousands, U.S. dollars):

	March 31, 2023				December 31, 2022
	Amount				Amount
Denomination of Draw	Outstanding		% of Total		Outstanding		% of Total
U.S. dollar ($)	$	4,732,822	26.3	%	$	3,855,903	23.1	%
British pound sterling (£)		1,987,491	11.0	%		1,929,051	11.5	%
Euro (€)		9,500,925	52.8	%		9,325,126	55.8	%
Other		1,783,898	9.9	%		1,613,775	9.6	%
Total	$	18,005,136			$	16,723,855

The table below summarizes debt maturities and principal payments as of March 31, 2023 (in thousands):

	Global Revolving		Unsecured		Unsecured		Secured and
	Credit Facilities (1)(2)		Term Loans(3)		Senior Notes		Other Debt		Total Debt
2023	$	—	$	—	$	109,235	$	6,254	$	115,489
2024		—		—		958,765		9,381		968,146
2025		—		1,552,925		1,198,015		—		2,750,940
2026		2,531,056		—		1,465,590		55,744		4,052,390
2027		—		—		1,163,853		135,000		1,298,853
Thereafter		—		—		8,461,841		357,477		8,819,318
Subtotal	$	2,531,056	$	1,552,925	$	13,357,299	$	563,856	$	18,005,136
Unamortized net discounts		—		—		(36,410)		—		(36,410)
Unamortized deferred financing costs		(16,854)		(10,650)		(62,810)		(2,901)		(93,215)
Total	$	2,514,202	$	1,542,275	$	13,258,079	$	560,955	$	17,875,511

(1) Includes amounts outstanding for the Global Revolving Credit Facilities.

(2) The Global Revolving Credit Facilities are subject to two six-month extension options exercisable by us.

(3) A €375.0 million senior unsecured term loan facility is subject to two maturity extension options of one year each. Our U.S. term loan facility of $740 million is subject to one twelve-month extension, provided that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans.

Unsecured Senior Notes

The following table provides details of our unsecured senior notes (balances in thousands):

	Aggregate Principal Amount at Issuance					Balance as of
	Borrowing Currency		USD		Maturity Date	March 31, 2023		December 31, 2022
0.600% notes due 2023	CHF	100,000	$	108,310	Oct 02, 2023	$	109,235	$	108,121
2.625% notes due 2024	€	600,000		677,040	Apr 15, 2024		650,340		642,300
2.750% notes due 2024	£	250,000		324,925	Jul 19, 2024		308,425		302,075
4.250% notes due 2025	£	400,000		634,480	Jan 17, 2025		493,480		483,320
0.625% notes due 2025	€	650,000		720,980	Jul 15, 2025		704,535		695,825
2.500% notes due 2026	€	1,075,000		1,224,640	Jan 16, 2026		1,165,193		1,150,788
0.200% notes due 2026	CHF	275,000		298,404	Dec 15, 2026		300,397		297,331
1.700% notes due 2027	CHF	150,000		162,465	Mar 30, 2027		163,853		162,181
3.700% notes due 2027(1)	$	1,000,000		1,000,000	Aug 15, 2027		1,000,000		1,000,000
5.550% notes due 2028(1)	$	900,000		900,000	Jan 15, 2028		900,000		900,000
1.125% notes due 2028	€	500,000		548,550	Apr 09, 2028		541,950		535,250
4.450% notes due 2028	$	650,000		650,000	Jul 15, 2028		650,000		650,000
0.550% notes due 2029	CHF	270,000		292,478	Apr 16, 2029		294,936		291,925
3.600% notes due 2029	$	900,000		900,000	Jul 01, 2029		900,000		900,000
3.300% notes due 2029	£	350,000		454,895	Jul 19, 2029		431,795		422,905
1.500% notes due 2030	€	750,000		831,900	Mar 15, 2030		812,925		802,875
3.750% notes due 2030	£	550,000		719,825	Oct 17, 2030		678,535		664,565
1.250% notes due 2031	€	500,000		560,950	Feb 01, 2031		541,950		535,250
0.625% notes due 2031	€	1,000,000		1,220,700	Jul 15, 2031		1,083,900		1,070,500
1.000% notes due 2032	€	750,000		874,500	Jan 15, 2032		812,925		802,875
1.375% notes due 2032	€	750,000		849,375	Jul 18, 2032		812,925		802,875
						$	13,357,299	$	13,220,961
Unamortized discounts, net of premiums							(36,410)		(37,280)
Deferred financing costs, net							(62,810)		(63,648)
Total unsecured senior notes, net of discount and deferred financing costs						$	13,258,079	$	13,120,033

(1) Subject to cross-currency swaps.

Restrictive Covenants in Unsecured Senior Notes

The indentures governing our senior notes contain certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50. The covenants also require us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At March 31, 2023, we were in compliance with each of these financial covenants.

Early Extinguishment of Unsecured Senior Notes

We recognized the following losses on early extinguishment of unsecured notes:

● During the three months ended March 31, 2022: $51.1 million primarily due to redemption of the 4.750% Notes due 2025 in February 2022.

USD Term Loan Agreement

On October 25, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into an escrow agreement (the “Escrow Agreement”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), certain lenders (the “Lenders”), and Arnold & Porter Kaye Scholer LLP, as escrow agent (the “Escrow Agent”), pursuant to which the Operating Partnership, the Company, the Administrative Agent and the Lenders delivered executed signature pages to a new term loan agreement among the Operating Partnership, the Company, the Lenders and the Administrative Agent (the “Term Loan Agreement”) to be held in escrow by the Escrow Agent and released by the Escrow Agent upon satisfaction of the terms described in the Escrow Agreement. On January 9, 2023, the terms and conditions of the Escrow Agreement were satisfied, and, on such date, the Term Loan Agreement was deemed executed and became effective. The Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the “Term Loan Facility”). The Term Loan Facility provides for borrowings in U.S. dollars. The Term Loan Facility will mature on March 31, 2025, subject to one twelve-month extension option at the Operating Partnership’s option; provided, that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans under the Term Loan Facility.