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Long-term debt

9 Months Ended

Sep. 30, 2020

Long-term debt was comprised of the following:



								As of September 30, 2020
	September 30, 2020			December 31, 2019			Maturity date	Interest rate		Estimated fair value⁽¹⁾
Senior Secured Credit Facilities:
Term Loan A⁽²⁾	$	1,706,250		$	1,739,063		8/12/2024	LIBOR + 1.75%		$	1,689,188
Term Loan B-1⁽³⁾	2,722,552			—			8/12/2026	LIBOR + 1.75%		$	2,681,713
Term Loan B⁽³⁾	—			2,743,125			8/12/2026
Revolving line of credit⁽²⁾	—			—			8/12/2024	LIBOR + 1.75%
Senior Notes:
4 ⅝% Senior Notes	1,750,000			—			6/1/2030	4.625	%	$	1,799,018
3 ¾% Senior Notes	1,500,000			—			2/15/2031	3.750	%	$	1,445,625
5 ⅛% Senior Notes	—			1,750,000			7/15/2024
5% Senior Notes	—			1,500,000			5/1/2025
Acquisition obligations and other notes payable⁽⁴⁾	157,864			180,352			2020-2036	5.01	%	$	157,864
Financing lease obligations⁽⁵⁾	274,611			268,534			2021-2038	5.16	%
Total debt principal outstanding	8,111,277			8,181,074
Discount and deferred financing costs	(80,945		)	(72,840		)
	8,030,332			8,108,234
Less current portion	(163,787		)	(130,708		)
	$	7,866,545		$	7,977,526


(1)	For the Company's senior secured credit facilities and senior notes, fair value estimates are based upon bid and ask quotes, typically a level 2 input. For the acquisition obligations and other notes payable, the carrying values presented here approximate their estimated fair values, based on estimates of their present values using level 2 interest rate inputs.

(2)

The Company's interest rate on its Term Loan A and revolving line of credit is subject to adjustment depending upon the Company's leverage ratio under the credit agreement governing its senior secured credit facilities. Based on the Company's leverage ratio as of September 30, 2020, the Company’s interest rate will be adjusted in the fourth quarter of 2020 to be LIBOR plus 1.50% for its Term Loan A and revolving line of credit.


(3)	On February 13, 2020, the Company entered into an amendment to the credit agreement governing its senior secured credit facilities to refinance the senior secured Term Loan B with a $2,743,125 senior secured Term Loan B-1.


(4)	The interest rate presented for acquisition obligations and other notes payable is their weighted average interest rate based on the current interest rates in effect and assuming no changes to the LIBOR based interest rates.


(5)	Financing lease obligations are measured at their approximate present values at inception. The interest rate presented is the weighted average discount rate embedded in financing leases outstanding. The term of one ground lease runs to 2070, in addition to the other lease maturity dates presented in the table above.

Scheduled maturities of long-term debt at September 30, 2020 were as follows:



2020 (remainder of the year)	$	52,092
2021	$	148,821
2022	$	170,566
2023	$	228,303
2024	$	1,421,461
2025	$	63,571
Thereafter	$	6,026,463

On February 13, 2020, the Company entered into an amendment (the Repricing Amendment) to refinance and reprice its senior secured Term Loan B with a senior secured Term Loan B-1 that bears interest at a rate equal to LIBOR plus an applicable margin of 1.75% and matures on August 12, 2026. The Repricing Amendment did not change the interest rate on the Term Loan A or the revolving line of credit. No additional debt was incurred, nor any additional proceeds received, by the Company in connection with the Repricing Amendment. The majority of the Company's Term Loan B debt was considered modified. As a result, the Company recognized debt refinancing charges of $2,948 in the nine months ended September 30, 2020, comprised partially of fees incurred on this transaction and partially of deferred financing costs written off for the portion of debt considered extinguished and reborrowed. For the portion of the Term Loan B debt that was considered extinguished and reborrowed in this refinancing, the Company recognized $68,842 in constructive financing cash outflows and financing cash inflows on the statement of cash flows, even though no funds were actually paid or received. Another $55,895 of the debt considered extinguished in this refinancing represented a non-cash financing activity.

During the first nine months of 2020, the Company made regularly scheduled mandatory principal payments under its senior secured credit facilities totaling $32,813 on Term Loan A and $20,573 on Term Loan B-1.

On June 9, 2020, the Company issued $1,750,000 aggregate principal amount of 4.625% senior notes due 2030 (the

4 ⅝% Senior Notes) in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 4 ⅝% Senior Notes pay interest on June 1 and December 1 of each year beginning December 1, 2020. The 4 ⅝% Senior Notes are unsecured senior obligations and rank equally in right of payment with the Company's existing and future unsecured senior indebtedness. The 4 ⅝% Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its senior secured credit facilities. The Company may redeem up to 40% of the aggregate principal amount of the

4 ⅝% Senior Notes at any time prior to June 1, 2023 at 104.625% of the aggregate principal amount from the proceeds of one or more equity offerings, plus accrued and unpaid interest. In addition, the Company may redeem the 4 ⅝% Senior Notes at any time prior to June 1, 2025 at a make whole redemption price plus accrued and unpaid interest, or on and after such date at certain redemption prices specified in the indenture governing the 4 ⅝% Senior Notes plus accrued and unpaid interest. The

4 ⅝% Senior Notes contain restrictive covenants that limit the ability of the Company and its guarantors to, among other things, create certain liens, enter into certain sale/leaseback transactions, or merge, consolidate or sell all or substantially all of their assets. The 4 ⅝% Senior Notes and related subsidiary guarantees do not have any registration or similar rights and are not expected to be registered for exchange on public markets. During the nine months ended September 30, 2020, the Company incurred $20,386 in fees, discounts and other professional expenses associated with this transaction that were capitalized and will amortize over the term of the 4 ⅝% Senior Notes.

On July 15, 2020, the Company used the net proceeds from the 4 ⅝% Senior Notes offering, together with cash on hand, to redeem in full all $1,750,000 aggregate principal amount outstanding of its 5 ⅛% Senior Notes plus accrued interest and redemption premium. In connection with this redemption, the Company incurred debt redemption premium charges of $29,890 and deferred financing cost write-offs of $9,764.

On August 11, 2020, the Company issued $1,500,000 aggregate principal amount of 3.75% senior notes due 2031 (the

3 ¾% Senior Notes) in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 3 ¾% Senior Notes pay interest on February 15 and August 15 of each year beginning February 15, 2021. The

3 ¾% Senior Notes are unsecured senior obligations and rank equally in right of payment with the Company's existing and future unsecured senior indebtedness. The 3 ¾% Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its senior secured credit facilities. The Company may redeem up to 40% of the aggregate principal amount of the

3 ¾% Senior Notes at any time prior to August 15, 2023 at 103.75% of the aggregate principal amount from the proceeds of one or more equity offerings, plus accrued and unpaid interest. In addition, the Company may redeem the 3 ¾% Senior Notes at

any time prior to February 15, 2026 at a make whole redemption price plus accrued and unpaid interest, or on and after such date at certain redemption prices specified in the indenture governing the 3 ¾% Senior Notes plus accrued and unpaid interest. The 3 ¾% Senior Notes contain restrictive covenants that limit the ability of the Company and its guarantors to, among other things, create certain liens, enter into certain sale/leaseback transactions, or merge, consolidate or sell all or substantially all of their assets. The 3 ¾% Senior Notes and related subsidiary guarantees do not have any registration or similar rights and are not expected to be registered for exchange on public markets. During the nine months ended September 30, 2020, the Company incurred $17,793 in fees, discounts and other professional expenses associated with this transaction that were capitalized and will amortize over the term of the 3 ¾% Senior Notes.

On August 21, 2020, the Company used the net proceeds from the 3 ¾% Senior Notes offering, together with cash on hand, to redeem in full all $1,500,000 aggregate principal amount outstanding of its 5% Senior Notes plus accrued interest and redemption premium. In connection with this redemption, the Company incurred debt redemption premium charges of $37,500 and deferred financing cost write-offs of $8,866.

The Company's 2015 interest rate cap agreements expired on June 30, 2020 and the Company's 2019 cap agreements became effective on June 30, 2020. As of September 30, 2020, the Company's 2019 interest rate cap agreements have the economic effect of capping the Company's maximum exposure to LIBOR variable interest rate changes on equivalent amounts of the Company's floating rate debt, including all of the Term Loan B-1 and a portion of the Term Loan A. The remaining $928,802 outstanding principal balance of the Term Loan A is subject to LIBOR-based interest rate volatility. These cap agreements are designated as cash flow hedges and, as a result, changes in the fair values of the cap agreements are reported in other comprehensive income. The original premiums paid for the caps are amortized to debt expense on a straight-line basis over the term of each cap agreement starting from its effective date. These cap agreements do not contain credit risk-contingent features.

The following table summarizes the Company’s interest rate cap agreements outstanding as of September 30, 2020 and December 31, 2019, which are classified in "Other long-term assets" on its consolidated balance sheet:



						Nine months ended September 30, 2020				Fair value
	Notional amount		LIBOR maximum rate	Effective date	Expiration date	Debt expense		Recorded OCI loss		September 30, 2020		December 31, 2019
2019 cap agreements	$	3,500,000	2.00%	6/30/2020	6/30/2024	$	1,378	$	21,946	$	2,506	$	24,452
2015 cap agreements	$	3,500,000	3.50%	6/29/2018	6/30/2020	$	4,326	$	—	$	—	$	—

The following table summarizes the effects of the Company’s interest rate cap agreements for the three and nine months ended September 30, 2020 and 2019:



	Amount of unrealized losses in OCI on interest rate cap agreements												Income statement location	Reclassification from accumulated other comprehensive loss into net income
	Three months ended September 30,						Nine months ended September 30,							Three months ended September 30,						Nine months ended September 30,
Derivatives designated as cash flow hedges	2020			2019			2020			2019				2020			2019			2020			2019
Interest rate cap agreements	$	(2,169	)	$	(1,420	)	$	(21,946	)	$	(2,244	)	Debt expense	$	1,378		$	2,101		$	5,704		$	6,428
Related income tax	541			360			5,476			572			Related income tax	(344		)	(532		)	(1,424		)	(1,646		)
Total	$	(1,628	)	$	(1,060	)	$	(16,470	)	$	(1,672	)		$	1,034		$	1,569		$	4,280		$	4,782

See Note 13 to these condensed consolidated financial statements for further details on amounts recorded and reclassified from accumulated other comprehensive loss.

The Company’s weighted average effective interest rate on the senior secured credit facilities at the end of the third quarter of 2020 was 2.11%, based on the current margins in effect for the Term Loan A and Term Loan B-1 as of September 30, 2020, as described above.

The Company’s overall weighted average effective interest rate for the three and nine months ended September 30, 2020 was 3.31% and 3.76%, respectively, and as of September 30, 2020 was 3.11%.

As of September 30, 2020, the Company’s interest rates are fixed on approximately 45% of its total debt.

As of September 30, 2020, the Company had an undrawn $1,000,000 revolving line of credit under its senior secured credit facilities. Availability under this revolving line of credit is reduced by the amount of any letters of credit outstanding. There are currently no letters of credit outstanding under the senior secured credit facilities. The Company has approximately $64,634 of outstanding letters of credit under a separate bilateral secured letter of credit facility.