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Debt
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt

4. Debt

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

 

 

 

As of September 30,

2021

 

 

As of December 31,

2020

 

Revolving credit facility(A)

 

$

245,227

 

 

$

165,407

 

Interim credit facilities

 

 

650,000

 

 

 

 

Term loan

 

 

200,000

 

 

 

200,000

 

British pound sterling term loan(B)

 

 

943,180

 

 

 

956,900

 

Australian term loan facility(B)

 

 

867,240

 

 

 

923,280

 

4.000% Senior Unsecured Notes due 2022(B)

 

 

579,000

 

 

 

610,800

 

2.550% Senior Unsecured Notes due 2023(B)

 

 

538,960

 

 

 

546,800

 

3.325% Senior Unsecured Notes due 2025(B)

 

 

579,000

 

 

 

610,800

 

2.500% Senior Unsecured Notes due 2026(B)

 

 

673,700

 

 

 

 

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)

 

 

808,440

 

 

 

820,200

 

4.625% Senior Unsecured Notes due 2029

 

 

900,000

 

 

 

900,000

 

3.375% Senior Unsecured Notes due 2030(B)

 

 

471,590

 

 

 

 

3.500% Senior Unsecured Notes due 2031

 

 

1,300,000

 

 

 

1,300,000

 

 

 

$

10,656,337

 

 

$

8,934,187

 

Debt issue costs and discount, net

 

 

(75,314

)

 

 

(68,729

)

 

 

$

10,581,023

 

 

$

8,865,458

 

 

 

(A)

Includes £182 million and £121 million of GBP-denominated borrowings that reflect the exchange rate at September 30, 2021 and December 31, 2020, respectively.

 

(B)

Non-U.S. dollar denominated debt reflects the exchange rate at September 30, 2021 and December 31, 2020.

As of September 30, 2021, 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):

 

2021

 

$

 

2022

 

 

1,229,000

 

2023

 

 

538,960

 

2024

 

 

1,112,467

 

2025

 

 

1,522,180

 

Thereafter

 

 

6,253,730

 

Total

 

$

10,656,337

 

2021 Activity

Interim Credit Facilities

July 2021 Interim Credit Facility

On July 27, 2021, we entered into a $1 billion interim credit facility with Barclays Bank PLC as administrative agent (“July 2021 Interim Credit Facility”), and several lenders from time-to-time are parties thereto. This facility matures on July 28, 2022 and bears interest at a variable rate. As previously discussed in Note 3, we used $650 million of this facility to acquire the five South Florida facilities in August 2021. At September 30, 2021, the outstanding balance under this facility remains $650 million at a rate of 1.340%.

January 2021 Interim Credit Facility

As previously discussed in Note 3, we entered into a $900 million interim credit facility on January 15, 2021 (“January 2021 Interim Credit Facility”), of which we borrowed £500 million. We paid off and terminated this facility on March 26, 2021.

Credit Facility Amendment

On January 15, 2021, we amended our unsecured credit facility (“Credit Facility”). The amendment extended the maturity of our $1.3 billion revolving facility to February 1, 2024 and can be extended for an additional 12 months at our option. The maturity date of our $200 million unsecured term loan facility was extended to February 1, 2026.

In addition to extending the maturity date, the amendment improved interest rate pricing for both facilities. Under the amended Credit Facility and at our election, loans may be made as either ABR Loans or Eurocurrency Loans. The applicable margin for term loans that are ABR Loans is adjustable on a sliding scale from 0.00% to 0.85% based on our current credit rating. The applicable margin for term loans that are Eurocurrency Loans is adjustable on a sliding scale from 0.85% to 1.85% based on our current credit rating. The applicable margin for revolving loans that are ABR Loans is adjustable on a sliding scale from 0.00% to 0.55% based on our current credit rating. The applicable margin for revolving loans that are Eurocurrency Loans is adjustable on a sliding scale from 0.825% to 1.55% based on our current credit rating. The amended Credit Facility retained the facility fee that is adjustable on a sliding scale from 0.125% to 0.30% based on our current credit rating and is payable on the revolving loan facility.

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.

2020 Activity

British Pound Sterling Term Loan

On January 6, 2020, we entered into a £700 million unsecured sterling-denominated term loan to help finance the Circle Transaction as described in Note 3.

Debt Refinancing and Unutilized Financing Costs

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 nine months 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 September 30, 2021, 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 September 30, 2021, we were in compliance with all such financial and operating covenants.