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Debt
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Debt

4. Debt

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

 

 

 

As of March 31,
2025

 

 

As of December 31,
2024

 

Secured revolving credit facility(A)

 

$

643,160

 

 

$

361,726

 

Secured term loan

 

 

200,000

 

 

 

200,000

 

British pound sterling term loan due 2025(B)

 

 

 

 

 

617,039

 

British pound sterling secured term loan due 2034(B)

 

 

815,616

 

 

 

790,234

 

3.325% Senior Unsecured Notes due 2025(B)

 

 

 

 

 

517,700

 

0.993% Senior Unsecured Notes due 2026(B)

 

 

540,800

 

 

 

517,700

 

2.500% Senior Unsecured Notes due 2026(B)

 

 

 

 

 

625,800

 

5.250% Senior Unsecured Notes due 2026

 

 

 

 

 

500,000

 

5.000% Senior Unsecured Notes due 2027

 

 

1,400,000

 

 

 

1,400,000

 

3.692% Senior Unsecured Notes due 2028(B)

 

 

775,080

 

 

 

750,960

 

4.625% Senior Unsecured Notes due 2029

 

 

900,000

 

 

 

900,000

 

3.375% Senior Unsecured Notes due 2030(B)

 

 

452,130

 

 

 

438,060

 

3.500% Senior Unsecured Notes due 2031

 

 

1,300,000

 

 

 

1,300,000

 

7.000% Senior Secured Notes due 2032(B)

 

 

1,081,600

 

 

 

 

8.500% Senior Secured Notes due 2032

 

 

1,500,000

 

 

 

 

 

 

$

9,608,386

 

 

$

8,919,219

 

Debt issue costs and discount, net

 

 

(142,986

)

 

 

(71,107

)

 

 

$

9,465,400

 

 

$

8,848,112

 

 

(A)
Includes 100 million and €303 million of Euro-denominated borrowings that reflect the applicable exchange rates at March 31, 2025 and December 31, 2024, respectively.
(B)
Non-U.S. dollar denominated debt reflects the exchange rates at March 31, 2025 and December 31, 2024.

As of March 31, 2025, 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):

2025

 

$

 

 

2026

 

 

1,183,960

 

(1)

2027

 

 

1,600,000

 

 

2028

 

 

775,080

 

 

2029

 

 

900,000

 

 

Thereafter

 

 

5,149,346

 

 

Total

 

$

9,608,386

 

 

 

(1)
$643 million represents the outstanding balance of our revolving credit facility for which we have provided notice of our intent to extend to 2027 - see "Covenants and Restrictions" subheading for further details.

British Pound Sterling Term Loan due 2025

On January 15, 2025, we paid off the remaining £493 million balance of our British pound sterling term loan due 2025. With this payoff, we also terminated the sterling-denominated term loan interest rate swap.

Senior Secured Notes due 2032

On February 13, 2025, we closed on a private offering that consisted of $1.5 billion aggregate principal amount of senior secured notes due 2032 (the "USD Notes") and €1.0 billion aggregate principal amount of senior secured notes due 2032 (the "Euro Notes"). Interest on the notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2025. The USD Notes were issued at 98.710% of par value, pay interest at a rate of 8.500% per year and mature on February 15, 2032. The Euro Notes were issued at 98.645% of par value, pay interest at a rate of 7.000% per year and mature on February 15, 2032. We may redeem some or all of the notes at any time prior to February 15, 2028, at a redemption price equal to 100% of the principal amount, plus an applicable “make whole” premium and accrued and unpaid interest. On or after February 15, 2028, we may redeem some or all of the notes at a premium that will decrease over time. In addition, at any time prior to February 15, 2028, we may redeem up to 40% of the notes at a redemption price equal to 108.500% and 107.000% for the USD Notes and Euro Notes, respectively, of the

aggregate principal amount thereof, plus accrued and unpaid interest thereon, using proceeds from one or more equity offerings. In the event of a change in control, each holder of the notes may require us to repurchase some or all of the notes at a repurchase price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest to the date of purchase.

We used the net proceeds from the notes to fund the early redemption of our 3.325% Senior Unsecured Notes due 2025, 2.500% Senior Unsecured Notes due 2026, and 5.250% Senior Unsecured Notes due 2026. We used the remaining net proceeds to pay down the revolving portion of our credit facility ("Credit Facility").

Debt Refinancing and Unutilized Financing Costs

In the first quarter of 2025, we incurred $3.8 million of debt refinancing and unutilized financing costs. These costs were incurred primarily as a result of the early redemption of our 3.325% Senior Unsecured Notes due 2025, 2.500% Senior Unsecured Notes due 2026, and 5.250% Senior Unsecured Notes due 2026.

Covenants and Restrictions

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 the 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 to 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 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, unsecured leverage ratio, and unsecured interest coverage ratio.

On February 13, 2025 and concurrent with the closing of our private notes offering as discussed above, we amended the Credit Facility and (i) removed certain restrictions imposed by the August 2024 amendment, which included additional mandatory prepayments and a restriction on cash dividends to $0.08 per share per fiscal quarter, (ii) permanently removed financial covenants regarding minimum consolidated tangible net worth, maximum unsecured indebtedness to unencumbered asset value and minimum unsecured net operating income to unsecured interest expense, (iii) amended certain definitions used in the financial covenant regarding maximum total indebtedness to total asset value to conform to corresponding definitions in our existing unsecured indentures and the secured notes issued concurrently and set the covenant level at 60%, (iv) provided notice that we plan to exercise both of our maturity extension options (without changing the other conditions thereof) such that the maturity of the revolving portion of our Credit Facility (currently June 30, 2026) would move to the same maturity date as our unsecured term loan facility of June 30, 2027 (subject to the satisfaction of the other conditions), (v) reset the interest rate to SOFR plus 225 basis points (which had previously been moved to SOFR plus 300 basis points in August 2024), (vi) provided for the loans thereunder to be secured and guaranteed ratably with the secured notes issued concurrently, (vii) set the maximum secured leverage ratio at 40%, and (viii) added mandatory prepayments of senior debt or addition of additional collateral in connection with any failure to (x) maintain a 65% maximum ratio of secured first lien debt to the undepreciated real estate value of the secured pool properties or (y) maintain a minimum senior secured debt service coverage ratio of 1.15:1.00 (increasing to 1.30:1.00 in 12 months).

In addition to the covenants and restrictions discussed above, our Credit Facility 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, 2025, we were in compliance with all financial and operating covenants.