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Debt
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Debt

4. Debt

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

 

     As of September 30,
2015
    As of December 31,
2014
 
     Balance      Interest Rate     Balance      Interest Rate  

Revolving credit facility

   $ 1,091,000         Variable      $ 593,490         Variable   

2006 Senior Unsecured Notes

     125,000         Various        125,000         Various   

2011 Senior Unsecured Notes

     450,000         6.875     450,000         6.875

2012 Senior Unsecured Notes:

          

Principal amount

     350,000         6.375     350,000         6.375

Unamortized premium

     2,256         —         2,522         —    
  

 

 

      

 

 

    
     352,256           352,522      

2013 Senior Unsecured Notes (A)

     223,540         5.750     241,960         5.750

2014 Senior Unsecured Notes

     300,000         5.500     300,000         5.500

2015 Senior Unsecured Notes (A)

     558,850         4.000     —           —     

Term loans

     263,473         Various        138,682         Various   
  

 

 

      

 

 

    
   $ 3,364,119         $ 2,201,654      
  

 

 

      

 

 

    

 

(A) These notes are Euro-denominated and reflect the exchange rate at September 30, 2015 and December 31, 2014, respectively.

As of September 30, 2015, principal payments due for our debt (which exclude the effects of any premiums recorded) are as follows (in thousands):

 

2015

   $ 73   

2016

     125,299   

2017

     320   

2018

     1,103,781   

2019

     250,000   

Thereafter

     1,882,390   
  

 

 

 

Total

   $ 3,361,863   
  

 

 

 

On July 27, 2015, we received a commitment to provide a senior unsecured bridge loan facility in the original principal amount of $1.0 billion to fund the acquisition of Capella pursuant to a commitment letter from JPMorgan Chase Bank, N.A. and Goldman, Sachs & Co. Funding under the bridge facility was not necessary as we funded the acquisition through a combination of an equity issuance and other borrowings. We incurred and expensed certain customary structuring and underwriting fees of $3.9 million in the third quarter related to the bridge commitment.

On August 4, 2015, we entered into an amendment to our revolving credit and term loan agreement to increase the current aggregate committed size to $1.25 billion and amend certain covenants in order to permit us to consummate and finance the acquisition of Capella.

On August 19, 2015, we completed a €500 million senior unsecured notes offering (“2015 Senior Unsecured Notes”), proceeds of which were used to repay Euro-denominated borrowings under our credit facility and to fund our European investments. Interest on the notes will be payable annually on August 19 of each year, commencing on August 19, 2016. The 2015 Senior Unsecured Notes will pay interest in cash at a rate of 4.00% per year. The notes mature on August 19, 2022. We may redeem some or all of the 2015 Senior Unsecured Notes at any time. If the notes are redeemed prior to 90 days before maturity, the redemption price will be 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest to, but excluding, the applicable redemption date. Within the period beginning on or after 90 days before maturity, the notes may be redeemed, in whole or in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The 2015 Senior Unsecured Notes are fully and unconditionally guaranteed on an unsecured basis by the Company. In the event of a change of control, each holder of the notes may require us to repurchase some or all of our 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 the purchase.

On September 30, 2015, we amended our credit facility to, among other things, increase the aggregate commitment under our revolver to $1.3 billion and increase the term loan portion to $250 million. In addition, this amendment includes a new accordion feature that allows us to expand our credit facility by another $400 million for a total commitment of $1.95 billion. This amendment resulted in a $0.1 million expense in the 2015 third quarter.

 

During the second quarter 2010, we entered into an interest rate swap to manage our exposure to variable interest rates by fixing $65 million of our 2006 Senior Unsecured Notes, which started July 31, 2011 (date on which the interest rate turned variable) through the maturity date (or July 2016), at a rate of 5.507%. We also entered into an interest rate swap to fix $60 million of our 2006 Senior Unsecured Notes which started October 31, 2011 (date on which the related interest rate turned variable) through the maturity date (or October 2016) at a rate of 5.675%. The fair value of the interest rate swaps was $4.0 million and $6.0 million as of September 30, 2015 and December 31, 2014, respectively, which is reflected in accounts payable and accrued expenses on the consolidated balance sheets.

We account for our interest rate swaps as cash flow hedges. Accordingly, the effective portion of changes in the fair value of our swaps is recorded as a component of accumulated other comprehensive income/loss on the balance sheet and reclassified into earnings in the same period, or periods, during which the hedged transactions effect earnings, while any ineffective portion is recorded through earnings immediately. We did not have any hedge ineffectiveness from inception of our interest rate swaps through September 30, 2015; and therefore, there was no income statement effect recorded during the three or nine month periods ended September 30, 2015 or 2014. At September 30, 2015, we do not expect any of the current losses included in accumulated other comprehensive loss to be reclassified into earnings between now and the maturity of the related debt in July 2016 ($65 million) and in October 2016 ($60 million). At September 30, 2015 and December 31, 2014, we have posted $2.1 million and $3.3 million of collateral related to our interest rate swaps, respectively, which is reflected in other assets on our consolidated balance sheets.

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 revolving credit facility and term loan limit the amount of dividends we can pay as a percentage of normalized adjusted funds from operations, as defined in the agreements, on a rolling four quarter basis. At September 30, 2015, the dividend restriction was 95% of normalized adjusted FFO. The indentures governing our senior unsecured notes also limit the amount of dividends we can pay based on the sum of 95% of funds from operations, 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 revolving credit facility and term loan contain customary financial and operating covenants, including covenants relating to our total leverage ratio, fixed charge coverage ratio, mortgage secured leverage ratio, recourse mortgage secured leverage ratio, consolidated adjusted net worth, unsecured leverage ratio, and unsecured interest coverage ratio. This 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 facility, the entire outstanding balance may become immediately due and payable. At September 30, 2015, we were in compliance with all such financial and operating covenants.