Debt of the Operating Partnership

9 Months Ended

Sep. 30, 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):

	September 30, 2023				December 31, 2022
	Weighted-				Weighted-
	average		Amount		average		Amount
	interest rate		Outstanding		interest rate		Outstanding
Global revolving credit facilities	4.50	%	$	1,713,024	3.04	%	$	2,167,889
Unsecured term loans	4.78	%		1,532,975	2.49	%		802,875
Unsecured senior notes	2.24	%		13,161,305	2.44	%		13,220,961
Secured and other debt	7.84	%		580,370	7.12	%		532,130
Total	2.89	%	$	16,987,674	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):

	September 30, 2023				December 31, 2022
	Amount				Amount
Denomination of Draw	Outstanding		% of Total		Outstanding		% of Total
U.S. dollar ($)	$	2,783,736	16.4	%	$	3,855,903	23.1	%
British pound sterling (£)		1,890,845	11.1	%		1,929,051	11.5	%
Euro (€)		10,491,484	61.8	%		9,325,126	55.8	%
Other		1,821,609	10.7	%		1,613,775	9.6	%
Total	$	16,987,674			$	16,723,855

The table below summarizes debt maturities and principal payments as of September 30, 2023 (in thousands):

	Global Revolving		Unsecured		Unsecured		Secured and
	Credit Facilities (1)(2)		Term Loans(3)		Senior Notes		Other Debt		Total Debt
2023	$	—	$	—	$	109,272	$	56	$	109,328
2024		—		—		939,355		4,539		943,894
2025		—		792,975		1,175,205		567		1,968,747
2026		1,713,024		740,000		1,437,096		98,666		3,988,786
2027		—		—		1,163,908		207,353		1,371,261
Thereafter		—		—		8,336,469		269,189		8,605,658
Subtotal	$	1,713,024	$	1,532,975	$	13,161,305	$	580,370	$	16,987,674
Unamortized net discounts		—		—		(33,067)		—		(33,067)
Unamortized deferred financing costs		(14,244)		(8,312)		(56,136)		(6,139)		(84,831)
Total	$	1,698,780	$	1,524,663	$	13,072,102	$	574,231	$	16,869,776

(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; provided that the Operating Partnership must pay a 0.0625% extension fee based on each lender’s revolving commitments then outstanding (whether funded or unfunded).

(3) A €375.0 million senior unsecured term loan facility is subject to two maturity extension options of one year each, provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of such facility commitments then outstanding. 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	September 30, 2023		December 31, 2022
0.600% notes due 2023(1)	CHF	100,000	$	108,310	Oct 02, 2023	$	109,272	$	108,121
2.625% notes due 2024	€	600,000		677,040	Apr 15, 2024		634,380		642,300
2.750% notes due 2024	£	250,000		324,925	Jul 19, 2024		304,975		302,075
4.250% notes due 2025	£	400,000		634,480	Jan 17, 2025		487,960		483,320
0.625% notes due 2025	€	650,000		720,980	Jul 15, 2025		687,245		695,825
2.500% notes due 2026	€	1,075,000		1,224,640	Jan 16, 2026		1,136,598		1,150,788
0.200% notes due 2026	CHF	275,000		298,404	Dec 15, 2026		300,498		297,331
1.700% notes due 2027	CHF	150,000		162,465	Mar 30, 2027		163,908		162,181
3.700% notes due 2027(2)	$	1,000,000		1,000,000	Aug 15, 2027		1,000,000		1,000,000
5.550% notes due 2028(2)	$	900,000		900,000	Jan 15, 2028		900,000		900,000
1.125% notes due 2028	€	500,000		548,550	Apr 09, 2028		528,650		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		295,034		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		426,965		422,905
1.500% notes due 2030	€	750,000		831,900	Mar 15, 2030		792,975		802,875
3.750% notes due 2030	£	550,000		719,825	Oct 17, 2030		670,945		664,565
1.250% notes due 2031	€	500,000		560,950	Feb 01, 2031		528,650		535,250
0.625% notes due 2031	€	1,000,000		1,220,700	Jul 15, 2031		1,057,300		1,070,500
1.000% notes due 2032	€	750,000		874,500	Jan 15, 2032		792,975		802,875
1.375% notes due 2032	€	750,000		849,375	Jul 18, 2032		792,975		802,875
						$	13,161,305	$	13,220,961
Unamortized discounts, net of premiums							(33,067)		(37,280)
Deferred financing costs, net							(56,136)		(63,648)
Total unsecured senior notes, net of discount and deferred financing costs						$	13,072,102	$	13,120,033

(1) Paid in full at maturity on October 2, 2023.

(2) 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 September 30, 2023, we were in compliance with each of these financial covenants.

Euro Term Loan Agreement

On August 11, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into a term loan agreement (the “Euro Term Loan Agreement”) which governs (i) a €375,000,000 three-year senior unsecured term loan facility (the “2025 Term Facility”), the entire amount of which was funded on such date, and (ii) a €375,000,000 five-year senior unsecured term loan facility (the “2025-27 Term Facility” and, together with the 2025 Term Facility, collectively, the “Euro Term Loan Facilities”), comprised of €125,000,000 of initial term loans, the entire amount of which was funded on such date, and €250,000,000 of delayed draw term loan commitments that were funded on September 9, 2023. The Euro Term Loan Facilities provide for borrowings in Euros. The 2025 Term Facility matures on August 11, 2025. The 2025-27 Term Facility matures on August 11, 2025, subject to two maturity extension options of one year each; provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of the 2025-27 Term Facility commitments then outstanding.

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 “USD 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 USD Term Loan Agreement was deemed executed and became effective. The USD Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the “USD Term Loan Facility”). The USD Term Loan Facility provides for borrowings in U.S. dollars. The USD 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 USD Term Loan Facility.