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Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt

4. Debt

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

 

 

 

As of December 31,
2025

 

 

As of December 31,
2024

 

Secured revolving credit facility(A)

 

$

638,063

 

 

$

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)

 

 

850,784

 

 

 

790,234

 

3.325% Senior Unsecured Notes due 2025(B)

 

 

 

 

 

517,700

 

0.993% Senior Unsecured Notes due 2026(B)

 

 

587,300

 

 

 

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)

 

 

808,500

 

 

 

750,960

 

4.625% Senior Unsecured Notes due 2029

 

 

900,000

 

 

 

900,000

 

3.375% Senior Unsecured Notes due 2030(B)

 

 

471,625

 

 

 

438,060

 

3.500% Senior Unsecured Notes due 2031

 

 

1,300,000

 

 

 

1,300,000

 

7.000% Senior Secured Notes due 2032(B)

 

 

1,174,600

 

 

 

 

8.500% Senior Secured Notes due 2032

 

 

1,500,000

 

 

 

 

 

$

9,830,872

 

 

$

8,919,219

 

Debt issue costs and discount, net

 

 

(133,037

)

 

 

(71,107

)

 

 

$

9,697,835

 

 

$

8,848,112

 

 

(A)
Includes 100 million and €303 million of Euro-denominated borrowings and CHF 52 million and CHF - million of Swiss franc-denominated borrowings that reflect the applicable exchange rates at December 31, 2025 and December 31, 2024, respectively.
(B)
Non-U.S. dollar denominated debt that reflects the exchange rates at period-end.

As of December 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):

 

2026

 

$

1,225,363

 

(1)

2027

 

 

1,600,000

 

 

2028

 

 

808,500

 

 

2029

 

 

900,000

 

 

2030

 

 

471,625

 

 

Thereafter

 

 

4,825,384

 

 

Total

 

$

9,830,872

 

 

(1)
$638 million (of which approximately $200 million was repaid in January 2026) represents the outstanding balance of the revolving portion of our credit facility for which we have provided notice of our intent to extend to 2027 - see "Credit Facility" subheading for further details.

2025 Activity

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"). See section titled "Senior Notes" for a description of interest rates and maturity for both notes. 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.

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.

2024 Activity

During 2024, we closed on a term loan with an aggregate principal amount of approximately £631 million (approximately $800 million) secured by a portfolio of properties in the U.K. We used the majority of the net proceeds of the facility to pay down our revolving credit facility by $375 million and British pound sterling term loan due 2025 by £105 million, and to pay off our British pound sterling secured term loan due 2024 (approximately £105 million). During the year, we also paid down an additional $756 million on our revolving credit facility and £102 million on our British pound sterling term loan due 2025 with cash proceeds from asset sales. In addition, on April 18, 2024, we paid off and terminated the remainder of the A$470 million (approximately $306 million) Australian term loan facility with proceeds from the Utah Transaction described in Note 3.

2023 Activity

During 2023, we paid down, prior to maturity, A$730 million (approximately $475 million) of the A$1.2 billion Australian term loan with proceeds from the Australia Transaction as discussed in Note 3. In addition, we purchased approximately £50 million of our 2.550% Senior Unsecured Notes due 2023 at a discounted price and yield averaging approximately 13%. As a result of this prepayment, we realized an approximate $1.1 million gain. On December 5, 2023, we fully paid off the remaining £350 million balance of our 2.550% Senior Unsecured Notes due 2023 with cash on-hand and proceeds from the revolving portion of our credit facility.

 

Credit Facility

We have a multi-currency denominated revolver and a $200 million term loan that make up our Credit Facility (the "Credit Facility"). Our maximum borrowings under the revolving portion of the Credit Facility is $1.28 billion.

2025 Activity

At December 31, 2025 and 2024, we had $0.6 billion and $0.4 billion outstanding on the revolving portion of our Credit Facility, respectively. At December 31, 2025 and 2024, our availability under our revolver was $0.7 billion and $0.9 billion, respectively. The weighted-average interest rate on the revolver was 5.5% and 6.6% during 2025 and 2024, respectively.

At December 31, 2025 and 2024, the interest rate in effect on our term loan was 6.1% and 7.5%, respectively.

On February 13, 2025 and concurrent with the closing of the Senior Secured Notes due 2032 discussed above, we amended the Credit Facility to among other things: (i) provide for the facility to be secured and guaranteed ratably with the senior notes issued concurrently, (ii) provide notice that we plan to exercise both of our maturity extension options such that the maturity of the revolving portion would move from June 30, 2026 to June 30, 2027, the same maturity date as our term loan facility (subject to the satisfaction of other conditions), (iii) reset the interest rate to the Secured Overnight Financing Rate ("SOFR") plus 225 basis points (which had previously been moved to SOFR plus 300 basis points in August 2024), and (iv) amend certain covenants as described under "Covenants and Restrictions" in this same Note 4.

In regard to the maturity of the revolving portion of our Credit Facility, we have two 6-month extension options available to move the maturity from June 30, 2026 to June 30, 2027. Although the extension options are at our election (and as noted above, we have given notice of our intention to exercise both extension options), there are certain conditions that must be satisfied, with the primary condition of not being in default at the time of each extension option date (and believe we will meet all conditions to do so).

2024 Activity

Prior to the 2024 amendments described below and at our election, loans were made as either alternate base rate loans ("ABR Loans") or loans for an interest period of either one, three, or six months ("Term Benchmark Loans"). The applicable margin for term

loans that were ABR Loans was adjustable on a sliding scale from 0.00% to 0.70% based on current credit rating. The applicable margin for term loans that were Term Benchmark Loans was adjustable on a sliding scale from 0.875% to 1.70% based on current credit rating. The applicable margin for revolving loans that were ABR Loans was adjustable on a sliding scale from 0.00% to 0.50% based on current credit rating. The applicable margin for revolving loans that were Term Benchmark Loans or risk-free rate loans ("RFR Loans"), as defined in the Credit Facility agreement, was adjustable on a sliding scale from 0.80% to 1.50% based on current credit rating. The facility fee was adjustable on a sliding scale from 0.125% to 0.30% based on current credit rating and was payable on the revolving loan facility. During 2023, our credit rating negatively changed, resulting in adjustments to the applicable margin by 0.375% and an increase to the facility fee from 0.25% to 0.30%.

On April 12, 2024, we amended our Credit Facility and certain other agreements to (i) reduce revolving commitments from $1.8 billion to $1.4 billion, (ii) apply certain proceeds from asset sales and debt transactions to repay the Australian term loan facility and certain other outstanding obligations, including revolving loans under the Credit Facility to the extent necessary to reduce the outstanding borrowings to no more than the amended $1.4 billion commitment, and (iii) amend or waive certain covenants to our Credit Facility and British pound sterling term loan due 2025 as described under "Covenants and Restrictions" in this same Note 4.

On August 6, 2024, we amended the Credit Facility and the British pound sterling term loan due 2025 to (i) further reduce revolving commitments in the Credit Facility from $1.4 billion to $1.28 billion, (ii) increase borrowing spreads to 300 basis points during the Modified Covenant Period (defined in "Covenants" section in this same Note 4) and then to 225 basis points after the Modified Covenant Period, (iii) require that proceeds of certain future asset sales and debt transactions (during the Modified Covenant Period) be applied to repay certain outstanding obligations, including our revolving loans (by 15% of such proceeds but for which the revolving loans can be reborrowed) and our British pound sterling term loan due 2025 (by 50% of such proceeds), and (iv) amend or waive certain covenants as described under "Covenants and Restrictions" in this same Note 4.

Non-U.S. Term Loans

British Pound Sterling Secured Term Loan due 2034

On May 24, 2024, we completed a secured loan facility with a consortium of institutional investors that provides for a term loan in aggregate principal amount of approximately £631 million (approximately $800 million) secured by a portfolio of 27 properties located in the U.K. currently leased to affiliates of Circle. The facility carries a fixed rate of 6.877% over its 10-year term, excluding fees and expenses, and is interest-only (payable quarterly in advance) through the maturity date. The facility is secured by first priority mortgages or similar security instruments on the relevant properties, including assignments of rents and security over accounts, and is non-recourse to us.

British Pound Sterling Term Loan due 2025

On January 6, 2020, we entered into a £700 million unsecured sterling-denominated term loan with Bank of America, N.A., as administrative agent, and several lenders from time-to-time are parties thereto. The applicable margin under the term loan was adjustable based on a pricing grid from 0.85% to 1.65% dependent on our credit rating. On March 4, 2020, we entered into an interest rate swap transaction (effective March 6, 2020) to fix the interest rate to approximately 0.70% for the duration of the loan. The applicable margin for the pricing grid (which varied based on our credit rating) increased from 1.25% to 1.65% on March 10, 2023 with the change in our credit rating, for an all-in fixed rate at December 31, 2023 of 2.349%. With the August 6, 2024 amendment discussed above, our all-in fixed rate increased to 3.70%.

As noted earlier, we paid down the British pound sterling secured term loan due 2025 by £207 million in 2024 with proceeds from the British pound sterling secured term due 2034 and asset sales. The balance of this loan of £493 million was paid in full on January 15, 2025.

Senior Notes

The following are the basic terms of our senior notes at December 31, 2025 (par value amounts in thousands):

 

 

 

Offering
Completion Date

 

Maturity Date

 

Par Value

 

 

% of Par
Value

 

 

Interest Payment Frequency

0.993% Senior Unsecured Notes due 2026

 

October 6, 2021

 

October 15, 2026

 

500,000

 

 

 

100.000

%

 

Annually

5.000% Senior Unsecured Notes due 2027

 

September 21, 2017

 

October 15, 2027

 

$

1,400,000

 

 

 

100.000

%

 

Semi-annually

3.692% Senior Unsecured Notes due 2028

 

December 5, 2019

 

June 5, 2028

 

£

600,000

 

 

 

99.998

%

 

Annually

4.625% Senior Unsecured Notes due 2029

 

July 26, 2019

 

August 1, 2029

 

$

900,000

 

 

 

99.500

%

 

Semi-annually

3.375% Senior Unsecured Notes due 2030

 

March 24, 2021

 

April 24, 2030

 

£

350,000

 

 

 

99.448

%

 

Annually

3.500% Senior Unsecured Notes due 2031

 

December 4, 2020

 

March 15, 2031

 

$

1,300,000

 

 

 

100.000

%

 

Semi-annually

7.000% Senior Secured Notes due 2032

 

February 13, 2025

 

February 15, 2032

 

1,000,000

 

 

 

98.645

%

 

Semi-annually

8.500% Senior Secured Notes due 2032

 

February 13, 2025

 

February 15, 2032

 

$

1,500,000

 

 

 

98.710

%

 

Semi-annually

We may repurchase, redeem, or refinance senior notes from time-to-time. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, or a tender offer. In some cases, we may redeem some or all of the notes at any time, but may require a redemption premium that will decrease over time. 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 purchase. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

In regard to the 0.993% Senior Unsecured Notes due 2026, management plans to repay these notes in full closer to the maturity date using a combination of available cash and borrowings under the revolving portion of our Credit Facility.

Debt Refinancing and Unutilized Financing Costs (Benefit)

2025 Activity

In 2025, we incurred $3.6 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.

2024 Activity

In 2024, we incurred $4.3 million of debt refinancing and unutilized financing costs. These costs were incurred primarily as a result of the reduction in revolving commitments under our Credit Facility and partial paydowns of our British pound sterling term loan due 2025.

2023 Activity

As a result of the early redemption of a portion of the Australian term loan, we incurred approximately $0.8 million to accelerate the amortization of related debt issue costs in 2023. This charge was more than offset by the $1.1 million gain realized on the purchase of approximately £50 million of our 2.550% Senior Unsecured Notes due 2023 at a discount in 2023.

Covenants and Restrictions

Our debt facilities impose certain restrictions on us, including, but not limited to, 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 agreement governing our Credit Facility limits 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 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, consolidated adjusted net worth, unsecured leverage ratio, and unsecured interest coverage ratio. On April 12, 2024, the Credit Facility was amended to waive the 10% cap on

unencumbered asset value attributable to tenants subject to a bankruptcy event for purposes of determining compliance with the unsecured leverage ratio for the trailing four fiscal quarter period ended June 30, 2024.

On August 6, 2024, we entered into an amendment to the Credit Facility to increase the maximum total leverage ratio covenant from 60% to 65% and the maximum unsecured leverage ratio covenant from 65% to 70% and to decrease the minimum unsecured interest coverage ratio from 1.75:1.00 to 1.45:1.00. The amendment was effective as of June 30, 2024 and was to continue in effect through and including September 30, 2025 (the “Modified Covenant Period”) at which point the credit agreement provided that covenants would automatically reset to their prior levels. In addition, the amendment permanently reduced the minimum consolidated adjusted net worth covenant from approximately $6.7 billion to $5 billion, in each case plus the sum of certain equity proceeds. The amendment also limited the payment of dividends in cash during the Modified Covenant Period to $0.08 per share in any fiscal quarter, but the amendment did not provide any additional restrictions on the payment of dividends outside of the Modified Covenant Period.

On February 13, 2025 and concurrent with the closing of our private notes offering discussed previously, we further amended the Credit Facility and (i) removed the Modified Covenant Period and any restrictions related thereto from the existing Credit Facility, (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) set the maximum secured leverage ratio at 40%, and 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 (which increases to 1.30:1.00 starting in March 2026).

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 December 31, 2025, we were in compliance with all financial and operating covenants.