Debt of the Operating Partnership

A summary of outstanding indebtedness of the operating partnership as of December 31, 2018 and 2017 is as follows (in thousands):



		Contractual Interest Rate	Effective Interest Rate as of December 31, 2018	2018					2017
Indebtedness	Stated maturity date	Contractual Interest Rate	Effective Interest Rate as of December 31, 2018	Carrying Value			Estimated Fair Value		Carrying Amount			Estimated Fair Value
2010 Mortgage Loans
Component A-1	1/2021	3.86%	4.40%	$	—		$	—	$	56,941		$	58,151
Component A-2-FX	1/2021	4.96%	5.38%	—			—		150,334			159,918
Component A-2-FL ⁽¹⁾	1/2021	L+1.51%	2.94%	—			—		48,654			49,019
Component B	1/2021	6.04%	6.48%	—			—		60,000			64,875
Component C	1/2021	6.82%	7.28%	—			—		62,400			68,718
Component D	1/2021	7.45%	7.92%	—			—		82,600			91,686
Total 2010 Mortgage Loans				—			—		460,929			492,367

2013 Mortgage Loans
Senior note	5/2023	3.81%	4.14%	187,957			184,667		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			31,120		32,000			31,840
Total 2013 Mortgage Loans				289,957			283,687		296,223			295,984

Senior Unsecured Notes
Series A 4.68% notes due 2026	1/2026	4.68%	4.77%	200,000			202,500		—			—
Series B 4.86% notes due 2029	1/2029	4.86%	4.92%	400,000			407,000		—			—
Total Senior Unsecured Notes				600,000			609,500		—			—

ANZ Term Loans
Australia Term Loan ⁽¹⁾	6/2020	BBSY+1.40%	4.62%	—			—		158,645			160,628
New Zealand Term Loan ⁽¹⁾	6/2020	BKBM+1.40%	5.21%	—			—		31,240			31,631
2018 Senior Unsecured Term Loan A Facility ⁽¹⁾	1/2023	L+1.45%	4.23%	475,000			472,625		—			—
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, unsecured senior notes and term loans				1,364,957			1,365,812		1,753,955			1,787,528
Less deferred financing costs				(13,666		)	n/a		(25,712		)	n/a
Less debt discount				(277		)	n/a		(6,285		)	n/a
Total mortgage notes, unsecured senior notes and term loans, net of deferred financing costs and debt discount				$	1,351,014		$	1,365,812	$	1,721,958		$	1,787,528

2018 Senior Unsecured Revolving Credit Facility⁽¹⁾	1/2021	L+1.45%	0.34%	$	—		$	—	$	—		$	—
2015 Senior Secured Revolving Credit Facility⁽¹⁾	12/2018	L+3.00%	3.92%	$	—		$	—	$	—		$	—

Construction Loan:
Warehouse Clearfield, UT ⁽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).

Pre-IPO Senior Secured Credit Facilities

In December 2015, we entered into a credit agreement with various lenders providing senior secured credit facilities that consisted of a $325.0 million senior secured term loan, which we refer to as our Senior Secured Term Loan B Facility, and a $135.0 million senior secured revolving credit facility, which we refer to as our 2015 Senior Secured Revolving Credit Facility, and, collectively with our Senior Secured Term Loan B Facility, the pre-IPO Senior Secured Credit Facilities. The net proceeds from the Senior Secured Term Loan B Facility of $314.4 million were used to repay a portion of the 2006 Mortgage Notes - Pool 2 tranche. Borrowings under our Senior Secured Term Loan B Facility and 2015 Senior Secured Revolving Credit Facility bore interest, at inception, of 5.50% per year plus one-month LIBOR with a 1% floor, and 3.25% per year plus one-month LIBOR, respectively.

In April 2016, we upsized the commitments under our 2015 Senior Secured Revolving Credit Facility by $15.0 million to increase the aggregate borrowing capacity under that credit facility to $150.0 million.

In July 2016, we issued a $385.0 million incremental term loan under our Senior Secured Term Loan B Facility and used the net proceeds to repay, among other things, the balance of our 2006 Mortgage Loans. In connection with this refinancing, we lowered the credit spread on the initial tranche of our Senior Secured Term Loan B Facility from 5.50% to 4.75% per year plus one-month LIBOR with a 1% floor.

In January 2017, we lowered the credit spread on the outstanding tranches of the Senior Secured Term Loan B Facility from 4.75% to 3.75% per year plus one-month LIBOR with a 1% floor.

In February 2017, we obtained an increase in the size of our 2017 Senior Secured Revolving Credit Facility of $20.0 million, for a total commitment of $170.0 million.

In May 2017, we issued a $110.0 million incremental term loan under our Senior Secured Term Loan B Facility and used the net proceeds to release, among other things, three properties from the 2010 Mortgage Loans collateral pool (as described below), and repay $26.2 million of our 2010 Mortgage Loans. Two of these properties were added to the borrowing base supporting our 2015 Senior Secured Revolving Credit Facility.

Borrowings under our 2015 Senior Secured Revolving Credit Facility bore interest, at our election, at the then-applicable margin plus an applicable one-month LIBOR or base rate interest rate. Base rate was defined as 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 varied between (i) in the case of LIBOR-based loans, 3.00% and 3.50% and (ii) in the case of base rate loans, 2.00% and 2.50%, in each case, based on changes in our credit ratings. In addition, any unused portion of our 2015 Senior Secured Revolving Credit Facility was subject to an annual 0.40% commitment fee. As of December 31, 2017, borrowings under our 2015 Senior Secured Revolving Credit Facility bore interest at 3.00% per year plus one-month LIBOR, or 4.57% per annum. As of that date, we had no amounts outstanding under the 2015 Senior Secured Revolving Credit Facility, but we applied approximately $33.8 million of that credit facility to backstop certain outstanding letters of credit. In connection with entering into the original agreement and subsequent amendments for the 2015 Senior Secured Revolving Credit Facility, we capitalized approximately $3.4 million of debt issuance costs, which we amortize as interest expense under the effective interest method. As of December 31, 2017, the $1.2 million unamortized balance of these debt issuance costs was included in "Other assets" in the accompanying consolidated balance sheet.

After giving effect to the May 2017 amendments described above, the outstanding tranches of term loans under our Senior Secured Term Loan B Facility bore interest, at our election, at (i) 3.75% per year plus one-month LIBOR with a 1.0% floor or (ii) 2.75% per year plus a base rate with a 2.0% floor. The principal amount of the term loans outstanding under our Senior Secured Term Loan B Facility was subject to principal amortization in quarterly installments of approximately $2.0 million until the maturity date thereof, with a final payment of the balance that was due on December 1, 2022. As of December 31, 2017, $806.9 million were outstanding under our Senior Secured Term Loan B Facility, which was prepayable without premium or penalty. In connection with entering into the agreement and subsequent amendments for the Senior Secured Term Loan B Facility, we capitalized a total Original Issue Discount (OID) of $8.4 million and incurred debt issuance costs of approximately $21.6 million, of which $18.8 million were capitalized. The OID and capitalized debt issuance costs are amortized as interest expense under the effective interest method. As of December 31, 2017, approximately $21.0 million unamortized balance of OID and debt issuance costs related to the Senior Secured Term Loan B Facility, in the aggregate, was classified as a contra-liability to the "Mortgage notes, senior unsecured notes and term loans" line item of the accompanying consolidated balance sheet.

Our pre-IPO Senior Secured Credit Facilities were guaranteed by certain subsidiaries of our operating partnership and were secured by a pledge in the stock of certain subsidiaries of our operating partnership, and contained certain financial covenants relating to the maintenance of a specified borrowing base coverage ratio, a total leverage ratio and a fixed charge coverage ratio and other customary covenants.

Post-IPO Senior Secured Credit Facilities

In January 2018, simultaneous with the Company's 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 the 2018 Senior Secured Credit Facilities. Our 2018 Senior Secured Revolving Credit Facility had 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.

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 for certain outstanding letters of credit.

On February 6, 2018, we amended the credit agreement with the lenders of our 2018 Senior Revolving Credit Facility 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 the 2018 Senior Credit Facilities remained unchanged at $925.0 million.

Borrowings under our 2018 Senior Secured Credit Facilities bore interest, at our election, at the then-applicable margin plus an applicable LIBOR or base rate interest rate. The base rate was 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 varied 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 unused portion of our 2018 Senior Secured Revolving Credit Facility was subject to an annual 0.30% commitment fee at times that we were utilizing at least 50% of our outstanding revolving credit commitments or an annual 0.040% commitment fee at times that we were 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.

Prior to the December 2018 refinancing, borrowings under our 2018 Senior Secured Credit Facilities bore interest at a floating rate of one-month LIBOR plus 2.35%. In addition, we applied approximately $29.6 million of our 2018 Senior Secured Revolving Credit Facility for certain outstanding letters of credit.

2018 Recast Credit Facility

On December 4, 2018, the Company entered into a recast credit agreement to, among other things, (i) increase the revolver borrowing capacity from $450 million to $800 million, (ii) convert the credit facility (term loan and revolver) from a secured credit facility to an unsecured credit facility, and (iii) decrease the applicable interest rate margins from 2.35% to 1.45% and decrease the fee on unused borrowing capacity by 5 basis points. The terms of the revolver allow for the ability to draw proceeds in multiple currencies, up to $400 million. In connection with entering into the original agreement and subsequent amendments for the Term Loan A Credit Facility, we capitalized approximately $8.9 million of debt issuance costs, which we amortize as interest expense under the effective interest method.

As of December 31, 2018, $5.4 million of unamortized debt issuance costs related to the revolving credit facility are included in "Other assets" in the accompanying consolidated balance sheet.

Our 2018 Senior Unsecured Revolving Credit Facility is structured to include a borrowing base, which allows us to borrow against the lesser of our Senior Unsecured Term Loan A Facility balance outstanding and $800 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, 2018, the gross value of our assets included in the calculations under our 2018 Recast Credit Facility, was in excess of $3.1 billion, and had an effective borrowing base collateral value (after concentration limits and advance rates as calculated under the terms of our 2018 Recast Credit Agreement) of approximately $1.9 billion.

Our 2018 Recast Credit Facility contains representations, covenants and other terms customary for a publicly traded REIT. In addition, our 2018 Recast Credit Facility contains 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 which increased 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 Recast Credit Facility is fully recourse to our operating partnership. As of December 31, 2018, the Company was in compliance with all debt covenants.

$400 million Senior Unsecured 4.86% Notes due 2029 and $200 million Senior Unsecured 4.68% Notes due 2026

On November 6, 2018, the Company priced a debt private placement transaction consisting of (i) $200 million senior unsecured notes with a coupon of 4.68% due January 8, 2026 (“Series A”) and (ii) $400 million senior unsecured notes with a coupon of 4.86% due January 8, 2029 (“Series B”), (collectively referred to as the “Senior Unsecured Notes”). The transaction closed on December 4, 2018. Interest will be paid on January 8 and July 8 of each year until maturity, with the first payment occurring July 8, 2019. The initial July 8, 2019 payment will include interest accrued since December 4, 2018. The notes are general unsecured senior obligations of the Company and are guaranteed by the Company and the subsidiaries of the Company. The Company applied a portion of the proceeds of the private placement transaction to the $600 million Americold 2010 LLC Trust, Commercial Mortgage Pass-Through Certificates, Series 2010, ART (2010 Mortgage Loans). The Company also applied the remaining proceeds to the Australian term loan and the New Zealand term loan (ANZ Loans). See below for further detail regarding the early extinguishment of debt under 2010 Mortgage Loans and ANZ Loans.

The Series A and Series B senior notes and guarantee agreement includes a prepayment option executable at any time during the term of the loans. The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5% of the outstanding principal. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. The Company must give each lender at least 10 day’s written notice whenever it intends to prepay any portion of the debt.

If a change in control occurs for the Company, the Company must issue an offer to prepay the remaining portion of the debt to the lenders. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest.

The Senior Unsecured Notes require compliance with leverage ratios, secured and unsecured indebtedness ratios, and unsecured indebtedness to qualified assets ratios. In addition, the Company is required to maintain at all times an investment grade debt rating for each series of notes from a nationally recognized statistical rating organization. In addition, the Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the credit agreement, including:


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


•	a maximum unsecured indebtedness to qualified assets ratio of less than 0.60 to 1.00;


•	a minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00;


•	a minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00;


•	a maximum total secured indebtedness ratio of less than 0.40 to 1.00

As of December 31, 2018, the Company was in compliance with all debt covenants.

ANZ Loans

In June 2015, we entered into syndicated facility agreements in each of Australia and New Zealand, which we refer to collectively as the ANZ Loans, and separately as the Australian term loan and the New Zealand term loan. The ANZ Loans were non-recourse to us and our domestic subsidiaries.

The Australian term loan was an AUD$203.0 million five-year syndicated facility. The $151.1 million net proceeds that we borrowed under this facility were used to repay the AUD$19.0 million mortgage loan on one of our facilities, return AUD$30.0 million of capital to our domestic subsidiary owning the equity of our Australian subsidiary, repay an intercompany loan totaling CAD$47.6 million, and return AUD$70.0 million to the United States in the form of a long-term intercompany loan and working capital. This facility was secured by our owned real property and equity of certain of our Australian subsidiaries and bore interest at a floating rate of Australian Bank Bill Swap Bid Rate plus 1.4%. The Australian term loan was fully prepayable without penalty.

The New Zealand term loan was a NZD$44.0 million five-year syndicated facility. The $29.3 million net proceeds that we borrowed under this facility were used to repay an intercompany loan plus interest totaling NZD$28.3 million, make a NZD$14.3 million dividend, and fund working capital. The facility was secured by our owned real property, leased assets and equity of certain of our New Zealand subsidiaries, and bore interest at a floating rate of New Zealand Bank Bill Swap Bid Rate plus 1.4%.

The New Zealand term loan was fully prepayable without penalty. In connection with entering into the agreement for the ANZ Loans, the Company capitalized direct transaction-related costs and expenses of approximately $6.3 million as debt issuance costs. As part of the ANZ Loans, we entered into interest rate swaps to effectively fix the interest rates on 75% of the notional balances.

The ANZ Loans were repaid in December 2018 using proceeds from the issuance of the Senior Unsecured Notes. In order to repay the ANZ Loans, Americold Realty Operating Partnership initiated intercompany loans to the Australia and New Zealand subsidiaries, in combination with the repayment of a pre-existing intercompany loan payable to Australia totaling AUD$49.5 million, and a capital contribution of NZD$7.8 million from the U.S. to New Zealand. The Company entered into cross-currency swaps to hedge the cash flow variability from the impact of changes in foreign currency on the periodic interest payments and the final principal repayments of the foreign-denominated intercompany loans. See Note 10 for more information on these derivative contracts.

In total, USD$176.0 million was paid to extinguish the remaining outstanding principal, and USD$1.8 million was paid to terminate the related interest rate swaps. As a result of terminating the interest rate swaps and related hedge accounting treatment, the remaining net fair value recorded in other comprehensive income (loss) was reclassified to Loss on debt extinguishment, modifications and termination of derivative instruments. Additionally, USD$0.1 million in legal fees and USD$2.2 million of unamortized deferred financing costs were recorded to Loss on debt extinguishment, modifications and termination of derivative instruments in conjunction with the loan prepayment.

Construction Loans

In February 2017, certain of our subsidiaries entered into a $24.1 million construction loan with the National Bank of Arizona to finance the development of an expansion to our Clearfield, Utah distribution facility. The facility was secured by a mortgage on the property and the repayment of the construction loan was guaranteed by us. The construction loan bore interest, at our election, at a floating rate of one-month LIBOR plus 3.25% or the bank defined prime rate (which may not be lower than LIBOR) and was scheduled to mature in February 2019.

In August 2017, certain of our subsidiaries entered into a $16.0 million construction loan with JPMorgan Chase Bank, N.A. to finance the development of a production advantaged facility in Middleboro, Massachusetts. The facility was secured by a mortgage on the property and the construction loan was supported by a limited repayment guaranty by us. The construction loan bore interest at a floating rate of one-month LIBOR plus 2.75% and was scheduled to mature in August 2020.

Both construction loans were repaid in January 2018 in connection with the IPO.

2013 Mortgage Loans

On May 1, 2013, we entered into a mortgage financing in an aggregate principal amount of $322.0 million, which we refer to as the 2013 Mortgage Loans. The debt consists of a senior debt note and two mezzanine notes. The components are cross-collateralized and cross-defaulted. The senior debt note requires monthly principal payments. The mezzanine notes require no principal payments until the stated maturity date in May 2023. The interest rates on the notes are fixed and range from 3.81% to 11.50% per annum. The senior debt note and the two mezzanine notes remain subject to yield maintenance provisions. We used the net proceeds of these loans to refinance certain of the 2006 Mortgage Loans, as described below, acquire two warehouses, and fund general corporate purposes.

The 2013 Mortgage Loans are collateralized by 15 warehouses. The terms governing the 2013 Mortgage Loans require us to maintain certain cash amounts in accounts that are restricted as to their use for the respective warehouses. As of December 31, 2018, the amount of restricted cash associated with the 2013 Mortgage Loans was $3.4 million. Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of 1.10x, the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The debt service coverage ratio as of December 31, 2018 was 1.7x. The 2013 Mortgage Loans are non-recourse to the Company, subject to customary non-recourse provisions as stipulated in the agreements.

The mortgage loan also requires compliance with other financial covenants, including a debt coverage ratio and cash flow calculation, as defined. As of December 31, 2018, the Company was in compliance with all debt covenants.

2010 Mortgage Loans

On December 15, 2010, we entered into a mortgage financing in an aggregate principal amount of $600.0 million, which we refer to as the 2010 Mortgage Loans. The debt included six separate components, which were comprised of independent classes of certificates and seniority. The components were cross-collateralized and cross-defaulted. No principal payments were required on five of the six components until the stated maturity date in January 2021, and one component required monthly principal payments of $1.4 million. Interest was payable monthly in an amount equal to the aggregate interest accrued on each component. The interest rates on five of the six components were fixed, and ranged from 3.86% to 7.45% per annum. One component had a variable interest rate equal to one-month LIBOR plus 1.51%, with one-month-LIBOR subject to a floor of 1.00% per annum. In addition, we maintained an interest rate cap on the variable rate tranche that capped one-month LIBOR at 6.0%. We used the net proceeds of these loans to refinance existing term loans, fund the acquisition of the acquired Versacold entities, and for general corporate purposes.

The 2010 Mortgage Loans were extinguished in December 2018 using proceeds from the Senior Unsecured Notes. The Company paid $416.7 million in consideration to defease the fixed rate component of the 2010 Mortgage Loans, including principal of $394.8 million, a defeasance fee of $18.5 million and other fees of $0.1 million. The Company paid $48.8 million in consideration to repay the floating rate component of the 2010 Mortgage Loans. Upon extinguishment of the 2010 Mortgage Loans, the $15.5 million balance of restricted cash was released for operating purposes. In accordance with the defeasance agreement on the fixed rate component of the 2010 Mortgage Loans, a successor borrower assumed all responsibilities of the Company under the original loan agreement. The transaction was accounted for as an extinguishment of debt.

Debt Covenants

The Company’s Senior Unsecured Credit Facilities, the Senior Unsecured Notes, and 2013 Mortgage Loans require financial statements reporting, periodic requirements to report compliance with established thresholds and performance measurements, and affirmative and negative covenants that govern allowable business practices of the Company. The affirmative and negative covenants include continuation of insurance, maintenance of collateral, the maintenance of REIT status, and the Company’s ability to enter into certain types of transactions or exposures in the normal course of business. As of December 31, 2018, the Company was in compliance with all debt covenants.

Loss on debt extinguishment, modifications and termination of derivative instruments

During 2018, the Company completed multiple refinancing and extinguishment of debt transactions resulting in amount recorded to Loss on debt extinguishment, modifications and termination of derivative instruments. During the first quarter of 2018, simultaneous with the IPO, the Company closed on a Senior Secured Term Loan A and repaid the Term Loan B. Shortly thereafter, the Company amended the facility by repaying a portion of the Term Loan A and increasing the capacity on the revolving credit facility. The total amount recorded to Loss on debt extinguishment, modifications and termination of derivative instruments as a result of these transactions totaled $21.4 million, representing the write-off of unamortized deferred financing costs and debt discount from Term Loan B. During the fourth quarter of 2018, the 2010 Mortgage Loans were extinguished. This resulted in an $18.5 million defeasance fee, as well as a $3.4 million write-off of unamortized deferred financing costs recorded to Loss on debt extinguishment, modifications and termination of derivative instruments. Additionally, during the fourth quarter of 2018, the ANZ Loans were fully prepaid, which resulted in a write-off of $2.2 million in unamortized deferred financing costs and $1.8 million charge for termination of the related interest rate swaps, both recorded to Loss on debt extinguishment, modifications and termination of derivative instruments.

The aggregate maturities of indebtedness as of December 31, 2018, including amortization of principal amounts due under the Term Loan A, Senior Unsecured Notes and mortgage notes for each of the next five years and thereafter, are as follows:



Years Ending December 31:	(In thousands)
2019	$	6,513
2020	6,750
2021	7,035
2022	7,312
2023	737,347
Thereafter	600,000
Aggregate principal amount of debt	1,364,957
Less unamortized discount and deferred financing costs	(13,943		)
Total debt net of discount and deferred financing costs	$	1,351,014

Special Purpose Entity (SPE) Separateness

Each of the Company’s legal entities listed in the table below is a special purpose, bankruptcy remote entity, meaning that such entity’s assets and credit are not available to satisfy the debt and other obligations of either the Company or any of its other affiliates.



Legal Entity/SPE		Related Obligation
ART Mortgage Borrower Propco 2010 - 4 LLC		2010 Mortgage Notes
ART Mortgage Borrower Propco 2010 - 5 LLC
ART Mortgage Borrower Propco 2010 - 6 LLC
ART Mortgage Borrower Opco 2010 - 4 LLC
ART Mortgage Borrower Opco 2010 - 5 LLC
ART Mortgage Borrower Opco 2010 - 6 LLC

ART Mortgage Borrower Propco 2013 LLC		2013 Mortgage Notes
ART Mortgage Borrower Opco 2013 LLC		2013 Mortgage Notes

For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of each legal entity in the table above are included in the Company’s consolidated financial statements. Because each legal entity is separate and distinct from the Company and its affiliates, the creditors of each legal entity have a claim on the assets of such legal entity prior to those assets becoming available to the legal entity’s equity holders and, therefore, to the creditors of the Company or its other affiliates.