Debt of the Operating Partnership

9 Months Ended

Sep. 30, 2024

Debt of the Operating Partnership

Debt of the Operating Partnership

8. 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, 2024				December 31, 2023
	Weighted-				Weighted-
	average		Amount		average		Amount
	interest rate		Outstanding		interest rate		Outstanding
Global Revolving Credit Facilities	3.76	%	$	1,814,927	4.33	%	$	1,825,228
Unsecured term loans	4.29	%		917,563	4.76	%		1,567,925
Unsecured senior notes	2.33	%		13,610,252	2.24	%		13,507,427
Secured and other debt	8.48	%		766,304	8.07	%		637,072
Total	2.86	%	$	17,109,046	2.89	%	$	17,537,652

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, 2024				December 31, 2023
	Amount				Amount
Denomination of Draw	Outstanding		% of Total		Outstanding		% of Total
U.S. dollar ($)	$	2,550,614	14.9	%	$	2,784,875	15.9	%
British pound sterling (£)		1,738,750	10.2	%		1,973,305	11.2	%
Euro (€)		10,748,658	62.8	%		10,835,878	61.8	%
Other		2,071,024	12.1	%		1,943,594	11.1	%
Total	$	17,109,046			$	17,537,652

The table below summarizes debt maturities and principal payments as of September 30, 2024 (in thousands):

	Global Revolving		Unsecured		Unsecured		Secured and
	Credit Facilities (1)(2)		Term Loans(3)(4)(5)		Senior Notes		Other Debt		Total Debt
2024	$	—	$	—	$	—	$	140	$	140
2025		—		917,563		1,258,775		853		2,177,191
2026		—		—		1,522,211		127,129		1,649,340
2027		—		—		1,177,381		242,371		1,419,752
2028		—		—		2,106,750		378,106		2,484,856
Thereafter		1,814,927		—		7,545,135		17,705		9,377,767
Subtotal	$	1,814,927	$	917,563	$	13,610,252	$	766,304	$	17,109,046
Unamortized net discounts		—		—		(30,652)		(3,992)		(34,644)
Unamortized deferred financing costs		(28,006)		(3,830)		(51,539)		(4,481)		(87,856)
Total	$	1,786,921	$	913,733	$	13,528,061	$	757,831	$	16,986,546

(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 $500 million currently 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.

(4) On January 9, 2024, we paid down $240 million on the U.S. term loan facility, leaving $500 million outstanding. The paydown resulted in an early extinguishment charge of approximately $1.1 million during the nine months ended September 30, 2024.

(5) On September 13, 2024, we paid down €375 million on the Euro Term Loan Facilities, leaving €375 million outstanding. The paydown resulted in an early extinguishment charge of approximately $1.6 million during the nine months ended September 30, 2024.

On September 24, 2024, we refinanced our Global Revolving Credit Facilities. Below are key terms for our Global Revolving Credit Facility and Yen Revolving Credit Facility.

Global Revolving Credit Facility

We have a Global Revolving Credit Facility under which we may draw up to $4.2 billion equivalent on a revolving basis (subject to currency fluctuations). The Global Revolving Credit Facility can be drawn in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Indonesian rupiah, Japanese yen, Korean won, Singapore dollars, Swiss francs and U.S. dollars (with the ability to add other currencies in the future).

We have the ability to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to the receipt of lender commitments and the satisfaction of certain customary conditions precedent. Other key terms of the Global Revolving Credit Facility are as follows:

● Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the Global Revolving Credit Facilities.

● Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is currently 85 basis points (subject to a sustainability-linked pricing component).

● Annual facility fee: based on the total commitment amount of the facility and the credit ratings of our long-term debt is currently 20 basis points (subject to a sustainability-linked pricing component) and is payable quarterly.

● Sustainability-linked pricing component: pricing can increase by up to 5 basis points or decrease by up to 5 basis points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets.

Yen Revolving Credit Facility

In addition to the Global Revolving Credit Facility, we have a revolving credit facility that provides for borrowings in Japanese Yen of up to ¥42.5 billion (approximately $296.8 million based on the exchange rate on September 24, 2024), hereafter referred to as the “Yen Revolving Credit Facility”). We have the ability from time to time to increase the size of the Yen Revolving Credit Facility to up to ¥102.5 billion, subject to receipt of lender commitments and other conditions precedent. Other key terms of the Yen Revolving Credit Facility are as follows:

● Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the Global Revolving Credit Facilities.

● Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is currently 50 basis points (subject to a sustainability-linked pricing component).

● Quarterly unused commitment fee: currently is 10 basis points (subject to a sustainability-linked pricing component), calculated using the average daily unused revolving credit commitment and is based on the credit ratings of our long-term debt.

● Sustainability-linked pricing component: pricing can increase by up to 5 basis points or decrease by up to 5 basis points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets.

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, 2024		December 31, 2023
2.625% notes due 2024(1)	€	600,000	$	677,040	Apr 15, 2024	$	—	$	662,340
2.750% notes due 2024(2)	£	250,000	$	324,925	Jul 19, 2024		—		318,275
4.250% notes due 2025	£	400,000	$	634,480	Jan 17, 2025		535,000		509,240
0.625% notes due 2025	€	650,000	$	720,980	Jul 15, 2025		723,775		717,535
2.500% notes due 2026	€	1,075,000	$	1,224,640	Jan 16, 2026		1,197,013		1,186,693
0.200% notes due 2026	CHF	275,000	$	298,404	Dec 15, 2026		325,198		326,826
1.700% notes due 2027	CHF	150,000	$	162,465	Mar 30, 2027		177,381		178,269
3.700% notes due 2027(3)	$	1,000,000	$	1,000,000	Aug 15, 2027		1,000,000		1,000,000
5.550% notes due 2028(3)	$	900,000	$	900,000	Jan 15, 2028		900,000		900,000
1.125% notes due 2028	€	500,000	$	548,550	Apr 09, 2028		556,750		551,950
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		319,285		320,884
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		468,125		445,585
1.500% notes due 2030	€	750,000	$	831,900	Mar 15, 2030		835,125		827,925
3.750% notes due 2030	£	550,000	$	719,825	Oct 17, 2030		735,625		700,205
1.250% notes due 2031	€	500,000	$	560,950	Feb 01, 2031		556,750		551,950
0.625% notes due 2031	€	1,000,000	$	1,220,700	Jul 15, 2031		1,113,500		1,103,900
1.000% notes due 2032	€	750,000	$	874,500	Jan 15, 2032		835,125		827,925
1.375% notes due 2032	€	750,000	$	849,375	Jul 18, 2032		835,125		827,925
3.875% notes due 2033	€	850,000	$	941,375	Sep 13, 2033		946,475		—
						$	13,610,252	$	13,507,427
Unamortized discounts, net of premiums							(30,652)		(33,324)
Deferred financing costs, net							(51,539)		(51,761)
Total unsecured senior notes, net of discount and deferred financing costs						$	13,528,061	$	13,422,342

(1) Paid at maturity on April 15, 2024.

(2) Paid at maturity on July 19, 2024.

(3) 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, 2024, we were in compliance with each of these financial covenants.

Issuance of Unsecured Senior Notes

On September 13, 2024, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the Operating Partnership, issued and sold €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2033 (the “2033 Notes”). Net proceeds from the offering were approximately €843 million (approximately $933 million based on the exchange rate on September 13, 2024) after deducting managers’ discounts and estimated offering expenses.