Debt

The Company’s outstanding and available borrowings as of March 31, 2018 and December 31, 2017 are as follows:



				March 31, 2018					December 31, 2017
	Stated maturity date	Contractual Interest Rate	Effective Interest Rate as of March 31, 2018	Carrying Amount			Fair Value		Carrying Amount			Fair Value
2010 Mortgage Loans cross-collateralized and cross-defaulted by 46 warehouses:				(In thousands)
Component A-1	1/2021	3.86%	4.40%	$	52,641		$	53,299	$	56,941		$	58,151
Component A-2-FX	1/2021	4.96%	5.38%	150,334			157,475		150,334			159,918
Component A-2-FL ⁽¹⁾	1/2021	L+1.51%	3.80%	48,654			48,958		48,654			49,019
Component B	1/2021	6.04%	6.48%	60,000			63,900		60,000			64,875
Component C	1/2021	6.82%	7.28%	62,400			67,704		62,400			68,718
Component D	1/2021	7.45%	7.92%	82,600			90,344		82,600			91,686
2013 Mortgage Loans cross-collateralized and cross-defaulted by 15 warehouses:
Senior note	5/2023	3.81%	4.14%	192,654			190,245		194,223			195,194
Mezzanine A	5/2023	7.38%	7.55%	70,000			67,900		70,000			68,950
Mezzanine B	5/2023	11.50%	11.75%	32,000			31,360		32,000			31,840
ANZ Term Loans secured by mortgages in properties owned by relevant subsidiaries:
Australia Term Loan ⁽¹⁾	6/2020	BBSY+1.40%	4.59%	156,046			157,607		158,645			160,628
New Zealand Term Loan ⁽¹⁾	6/2020	BKBM+1.40%	5.15%	31,834			32,152		31,240			31,631
2018 Senior Secured Term A Facility secured by stock pledge in qualified subsidiaries ⁽¹⁾	1/2023	L+2.50%	4.90%	475,000			475,000		—			—
2015 Senior Secured Term Loan B Facility ⁽¹⁾	12/2022	L+3.75%	5.79%	—			—		806,918			806,918
Total principal amount of mortgage notes and term loans				$	1,414,163		$	1,435,944	$	1,753,955		$	1,787,528
Less deferred financing costs				(15,611		)	n/a		(25,712		)	n/a
Less debt discount				(325		)	n/a		(6,285		)	n/a
Total mortgage notes and term loans, net of deferred financing costs and debt discount				$	1,398,227		$	1,435,944	$	1,721,958		$	1,787,528

2018 Senior Secured Revolving Credit Facility secured by stock pledge in qualified subsidiaries ⁽¹⁾	1/2021	L+2.50%	n/a	$	—		$	—	$	—		$	—

Construction Loan:
Warehouse Clearfield, UT secured by mortgage ⁽¹⁾	2/2019	L+3.25%	5.18%	$	—		$	—	$	19,671		$	19,671
Less deferred financing costs				—			n/a		(179		)	n/a
				$	—		$	—	$	19,492		$	19,671


(1)	L = one-month LIBOR; BBSY= Bank Bill Swap Bid Rate (applicable in Australia); BKBM = Bank Bill Reference Rate (applicable in New Zealand).

2018 Senior Secured Credit Facilities

Simultaneous with the IPO, we closed on a five-year, $525.0 million Senior Secured Term Loan A Facility and a three-year, $400.0 million Senior Secured Revolving Credit Facility, which we refer to as 2018 Senior Secured Credit Facilities. Our 2018 Senior Secured Credit Facilities also have an additional $400.0 million accordion option. Our 2018 Senior Secured Revolving Credit Facility has a one-year extension option subject to certain conditions. We used the net proceeds from the IPO, together with $517.0 million of net proceeds from our Senior Secured Term Loan A Facility, to repay the entire $806.9 million aggregate principal amount of indebtedness outstanding under our Senior Secured Term Loan B Facility, plus accrued and unpaid interest, to repay $20.9 million of indebtedness outstanding under our Clearfield, Utah and Middleboro, Massachusetts construction loans, and for working capital.

On February 6, 2018, we amended the credit agreement with the lenders of our 2018 Senior Revolving Credit Facility (the 2018 Credit Agreement) to increase the aggregate revolving credit commitments on this facility by $50.0 million to $450.0 million. Concurrently, we utilized cash on hand to repay $50.0 million on our Senior Secured Term Loan A facility. As a result of these modifications, our total aggregate commitments under its 2018 Senior Credit Facilities remain unchanged at $925.0 million.

Borrowings under our 2018 Senior Secured Credit Facilities bear interest, at our election, at the then-applicable margin plus an applicable LIBOR or base rate interest rate. The base rate is the greatest of the bank prime rate, the one-month LIBOR rate plus one percent or the federal funds rate plus one-half of one percent. The applicable margin varies between (i) in the case of LIBOR-based loans, 2.35% and 3.00% and (ii) in the case of base rate loans, 1.35% and 2.00%, in each case, based on changes in our total leverage. In addition, any undrawn portion of our 2018 Senior Secured Revolving Credit Facility will be subject to an annual 0.30% commitment fee at times that we are utilizing at least 50% of our outstanding revolving credit commitments or an annual 0.40% commitment fee at times that we are utilizing less than 50% of our revolving credit commitments, in each case, based upon the actual daily unused portion of our 2018 Senior Secured Revolving Credit Facility.

At the completion of the IPO, borrowings under our 2018 Senior Secured Credit Facilities bore interest at a floating rate of one-month LIBOR plus 2.50%. In addition, we applied approximately $33.6 million of our 2018 Senior Secured Revolving Credit Facility to backstop certain outstanding letters of credit.

Our Operating Partnership is the borrower under our 2018 Senior Secured Credit Facilities, which are guaranteed by our company and certain eligible subsidiaries of our operating partnership and secured by a pledge in the stock of certain subsidiaries of our operating partnership. Our 2018 Senior Secured Revolving Credit Facility is structured to include a borrowing base, which will allow us to borrow against the lesser of our Senior Secured Term Loan A Facility balance outstanding and $450.0 million in revolving credit commitments, and the value of certain owned real estate assets, ground, capital and operating leased assets, with credit given for income from third-party managed warehouses. At December 31, 2017, the gross value of our assets included in the calculations under our 2018 Credit Agreement, was in excess of $1.8 billion, and had an effective borrowing base collateral value (after concentration limits and advance rates as calculated under the anticipated terms of our 2018 Credit Agreement) in excess of $1.1 billion.

Our 2018 Senior Secured Credit Facilities contain representations, covenants and other terms customary for a publicly traded REIT. In addition, our 2018 Senior Secured Credit Facilities contain certain financial covenants, as defined in the credit agreement, including:


•	a maximum leverage ratio of less than or equal to 60% of our total asset value;


•	a minimum borrowing base coverage ratio of greater than or equal to 1.00 to 1.00;


•	a minimum pro forma fixed charge coverage ratio of greater than or equal to 1.40 to 1.00 increasing to 1.50 to 1.00 in the first quarter of 2018;


•	a minimum borrowing base debt service coverage ratio of greater than or equal to 2.00 to 1.00;


•	a minimum tangible net worth requirement of greater than or equal to $900 million plus 70% of any future net equity proceeds following the completion of the IPO transactions; and


•	a maximum recourse secured debt ratio of less than or equal to 20% of our total asset value.

Our 2018 Senior Secured Credit Facilities are fully recourse to our Operating Partnership. As of March 31, 2018, the Company was in compliance with all debt covenants.

The aggregate maturities of the Company’s total indebtedness as of March 31, 2018, including amortization of principal amounts due under the Term Loan A and mortgage notes for each of the next five years and thereafter, are as follows:



As of March 31, 2018:	(In thousands)
Year 1	$	24,069
Year 2	25,199
Year 3	614,956
Year 4	7,102
Year 5	482,381
Thereafter	260,456
Aggregate principal amount of debt	1,414,163
Less unamortized discount and deferred financing costs	(15,936		)
Total debt net of discount and deferred financing costs	$	1,398,227