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Debt
3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Debt

4. Debt

The following is a summary of debt (dollar amounts in thousands):

 

 

 

As of March 31,
2022

 

 

As of December 31,
2021

 

Revolving credit facility(A)

 

$

531,419

 

 

$

730,000

 

Interim credit facilities

 

 

 

 

 

869,606

 

Term loan

 

 

200,000

 

 

 

200,000

 

British pound sterling term loan(B)

 

 

919,660

 

 

 

947,240

 

Australian term loan facility(B)

 

 

897,840

 

 

 

871,560

 

2.550% Senior Unsecured Notes due 2023(B)

 

 

525,520

 

 

 

541,280

 

3.325% Senior Unsecured Notes due 2025(B)

 

 

553,350

 

 

 

568,500

 

0.993% Senior Unsecured Notes due 2026(B)

 

 

553,350

 

 

 

568,500

 

2.500% Senior Unsecured Notes due 2026(B)

 

 

656,900

 

 

 

676,600

 

5.250% Senior Unsecured Notes due 2026

 

 

500,000

 

 

 

500,000

 

5.000% Senior Unsecured Notes due 2027

 

 

1,400,000

 

 

 

1,400,000

 

3.692% Senior Unsecured Notes due 2028(B)

 

 

788,280

 

 

 

811,920

 

4.625% Senior Unsecured Notes due 2029

 

 

900,000

 

 

 

900,000

 

3.375% Senior Unsecured Notes due 2030(B)

 

 

459,830

 

 

 

473,620

 

3.500% Senior Unsecured Notes due 2031

 

 

1,300,000

 

 

 

1,300,000

 

 

 

$

10,186,149

 

 

$

11,358,826

 

Debt issue costs and discount, net

 

 

(68,160

)

 

 

(76,056

)

 

 

$

10,117,989

 

 

$

11,282,770

 

 

(A)
Includes 182 million of Euro-denominated borrowings that reflect the exchange rate at March 31, 2022.
(B)
Non-U.S. dollar denominated debt reflects the exchange rate at March 31, 2022 and December 31, 2021.

As of March 31, 2022, principal payments due on our debt (which exclude the effects of any discounts, premiums, or debt issue costs recorded) are as follows (amounts in thousands):

 

2022

 

$

 

2023

 

 

525,520

 

2024

 

 

1,429,259

 

2025

 

 

1,473,010

 

2026

 

 

1,910,250

 

Thereafter

 

 

4,848,110

 

Total

 

$

10,186,149

 

 

2022 Activity

On March 15, 2022, we paid off and terminated our $1 billion interim credit facility that was entered into on July 27, 2021 ("July 2021 Interim Credit Facility") and paid down our revolving credit facility with proceeds from the Macquarie Transaction as more fully described in Note 3 to the condensed consolidated financial statements.

2021 Activity

Interim Credit Facility

On January 15, 2021, we entered into a $900 million interim credit facility (“January 2021 Interim Credit Facility”), of which we borrowed £500 million to partially fund the Priory Group Transaction. We paid off and terminated this facility on March 26, 2021 with the issuance of the 2.500% Senior Unsecured Notes due 2026 and the 3.375% Senior Unsecured Notes due 2030.

Credit Facility Amendment

On January 15, 2021, we amended our unsecured credit facility (“Credit Facility”). The amendment extended the maturity of our revolving facility to February 1, 2024 and can be extended for an additional 12 months at our option. The maturity date of our term loan facility was extended to February 1, 2026.

Senior Unsecured Notes

On March 24, 2021, we completed an £850 million senior unsecured notes offering in two tranches. See below for details of each tranche:

2.500% Senior Unsecured Notes due 2026

On March 24, 2021, we completed a £500 million senior unsecured notes offering. The notes were issued at 99.937% of par value, and interest on the notes is payable annually on March 24 of each year, commencing on March 24, 2022. The notes pay interest in cash at a rate of 2.500% and mature on March 24, 2026.

3.375% Senior Unsecured Notes due 2030

On March 24, 2021, we completed a £350 million senior unsecured notes offering. The notes were issued at 99.448% of par value, and interest on the notes is payable annually on April 24 of each year, commencing on April 24, 2022. The notes pay interest in cash at a rate of 3.375% and mature on April 24, 2030.

We used proceeds from the £850 million senior unsecured notes offering to payoff the January 2021 Interim Credit Facility and reduce our revolving facility by approximately £340 million on March 26, 2021.

Debt Refinancing and Unutilized Financing Costs

2022 Activity

With proceeds from the Macquarie Transaction on March 14, 2022, we fully paid off our $1 billion interim credit facility. As a result, we incurred $8.8 million of debt refinancing costs in the first quarter of 2022.

2021 Activity

With the amendment of our Credit Facility and the termination of our January 2021 Interim Credit Facility, we incurred approximately $2.3 million of debt refinancing costs in the first quarter of 2021.

Covenants

Our debt facilities impose certain restrictions on us, including restrictions on our ability to: incur debts; create or incur liens; provide guarantees in respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate or other assets; and change our business. In addition, the credit agreements governing our Credit Facility limit the amount of dividends we can pay as a percentage of normalized adjusted funds from operations (“NAFFO”), as defined in the agreements, on a rolling four quarter basis. At March 31, 2022, the dividend restriction was 95% of NAFFO. The indentures governing our senior unsecured notes also limit the amount of dividends we can pay based on the sum of 95% of NAFFO, proceeds of equity issuances, and certain other net cash proceeds. Finally, our senior unsecured notes require us to maintain total unencumbered assets (as defined in the related indenture) of not less than 150% of our unsecured indebtedness.

In addition to these restrictions, the Credit Facility contains customary financial and operating covenants, including covenants relating to our total leverage ratio, fixed charge coverage ratio, secured leverage ratio, consolidated adjusted net worth, unsecured leverage ratio, and unsecured interest coverage ratio. The Credit Facility also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations, and failure to comply with our covenants. If an event of default occurs and is continuing under the Credit Facility, the entire outstanding balance may become immediately due and payable. At March 31, 2022, we were in compliance with all such financial and operating covenants.