Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

Debt

Senior Unsecured Credit Facility

On February 20, 2020, we entered into the Fourth Amended and Restated Credit Facility, which had capacity of approximately $2.1 billion, comprised of (i) a $1.8 billion unsecured revolving credit facility for our working capital needs, acquisitions, and other general corporate purposes (our “Unsecured Revolving Credit Facility”), (ii) a £150.0 million term loan (our “Term Loan”), and (iii) a €96.5 million delayed draw term loan (our “Delayed Draw Term Loan”). We refer to our Term Loan and Delayed Draw Term Loan collectively as the “Unsecured Term Loans” and the entire facility collectively as our “Senior Unsecured Credit Facility.”

The Senior Unsecured Credit Facility includes the ability to borrow in certain currencies other than U.S. dollars and has a maturity date of February 20, 2025. The aggregate principal amount (of revolving and term loans) available under the Senior Unsecured Credit Facility may be increased up to an amount not to exceed the U.S. dollar equivalent of $2.75 billion, subject to the conditions to increase set forth in our Credit Agreement, as described above.

In April 2022, we entered into a Second Amendment to the Credit Agreement to increase the Term Loan to £270.0 million and the Delayed Draw Term Loan to €215.0 million, thereby increasing the total capacity of our Senior Unsecured Credit Facility to approximately $2.4 billion. There were no other changes to the terms of our Credit Agreement. We used the approximately $300 million of proceeds from this increase in the capacity of our Unsecured Term Loans to partially repay amounts outstanding under our Unsecured Revolving Credit Facility.

At June 30, 2022, our Unsecured Revolving Credit Facility had available capacity of approximately $1.4 billion (net of amounts reserved for standby letters of credit totaling $0.6 million). We incur an annual facility fee of 0.20% of the total commitment on our Unsecured Revolving Credit Facility, which is included within Interest expense in our consolidated statements of income.

The following table presents a summary of our Senior Unsecured Credit Facility (dollars in thousands):

	Interest Rate at June 30, 2022 (a)	Maturity Date at June 30, 2022	Principal Outstanding Balance at
Senior Unsecured Credit Facility			June 30, 2022		December 31, 2021
Unsecured Term Loans:
Term Loan — borrowing in British pounds sterling (b) (c) (d)	SONIA + 0.9826%	2/20/2025	$	326,787	$	202,183
Delayed Draw Term Loan — borrowing in euros (e)	EURIBOR + 0.95%	2/20/2025	223,321		109,296
			550,108		311,479
Unsecured Revolving Credit Facility:
Borrowing in euros (e)	EURIBOR + 0.85%	2/20/2025	248,769		205,001
Borrowing in U.S. dollars (f)	LIBOR + 0.85%	2/20/2025	151,000		—
Borrowing in Japanese yen (g)	TIBOR + 0.85%	2/20/2025	17,686		20,935
Borrowing in British pounds sterling	N/A	2/20/2025	—		184,660
			417,455		410,596
			$	967,563	$	722,075

__________

(a)The applicable interest rate at June 30, 2022 was based on the credit rating for our Senior Unsecured Notes of BBB/Baa2 .

(b)SONIA means Sterling Overnight Index Average.

(c)Interest rate includes both a spread adjustment to the base rate and a credit spread.

(d)Balance excludes unamortized discount of $1.8 million and $0.9 million at June 30, 2022 and December 31, 2021, respectively.

(e)EURIBOR means Euro Interbank Offered Rate.

(f)LIBOR means London Interbank Offered Rate.

(g)TIBOR means Tokyo Interbank Offered Rate.

Senior Unsecured Notes

As set forth in the table below, we have euro and U.S. dollar-denominated senior unsecured notes outstanding with an aggregate principal balance outstanding of $5.5 billion at June 30, 2022 (the “Senior Unsecured Notes”).

We redeemed the €500.0 million of 2.0% Senior Notes due 2023 in March 2021. In connection with this redemption, we paid a “make-whole” amount of $26.2 million (based on the exchange rate of the euro as of the date of redemption) and recognized a loss on extinguishment of $28.2 million, which is included within Other gains and (losses) on our consolidated statements of income for the six months ended June 30, 2021.

Interest on the Senior Unsecured Notes is payable annually in arrears for our euro-denominated senior notes and semi-annually for U.S. dollar-denominated senior notes. The Senior Unsecured Notes can be redeemed at par within three months of their respective maturities, or we can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 20 to 35 basis points. The following table presents a summary of our Senior Unsecured Notes outstanding at June 30, 2022 (currency in thousands):

		Principal Amount		Coupon Rate		Maturity Date	Principal Outstanding Balance at
Senior Unsecured Notes, net (a)	Issue Date						June 30, 2022		December 31, 2021
4.6% Senior Notes due 2024	3/14/2014	$	500,000	4.6	%	4/1/2024	$	500,000	$	500,000
2.25% Senior Notes due 2024	1/19/2017	€	500,000	2.25	%	7/19/2024	519,350		566,300
4.0% Senior Notes due 2025	1/26/2015	$	450,000	4.0	%	2/1/2025	450,000		450,000
2.250% Senior Notes due 2026	10/9/2018	€	500,000	2.250	%	4/9/2026	519,350		566,300
4.25% Senior Notes due 2026	9/12/2016	$	350,000	4.25	%	10/1/2026	350,000		350,000
2.125% Senior Notes due 2027	3/6/2018	€	500,000	2.125	%	4/15/2027	519,350		566,300
1.350% Senior Notes due 2028	9/19/2019	€	500,000	1.350	%	4/15/2028	519,350		566,300
3.850% Senior Notes due 2029	6/14/2019	$	325,000	3.850	%	7/15/2029	325,000		325,000
0.950% Senior Notes due 2030	3/8/2021	€	525,000	0.950	%	6/1/2030	545,318		594,615
2.400% Senior Notes due 2031	10/14/2020	$	500,000	2.400	%	2/1/2031	500,000		500,000
2.450% Senior Notes due 2032	10/15/2021	$	350,000	2.450	%	2/1/2032	350,000		350,000
2.250% Senior Notes due 2033	2/25/2021	$	425,000	2.250	%	4/1/2033	425,000		425,000
							$	5,522,718	$	5,759,815

__________

(a)Aggregate balance excludes unamortized deferred financing costs totaling $25.6 million and $28.7 million, and unamortized discount totaling $26.0 million and $29.2 million, at June 30, 2022 and December 31, 2021, respectively.

Covenants

The Credit Agreement, each of the Senior Unsecured Notes, and certain of our non-recourse mortgage loan agreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. There have been no significant changes in our debt covenants from what was disclosed in the 2021 Annual Report. We were in compliance with all of these covenants at June 30, 2022.

Non-Recourse Mortgages

At June 30, 2022, the weighted-average interest rate for our total non-recourse mortgage notes payable was 3.8% (fixed-rate and variable-rate non-recourse mortgage notes payable were 4.8% and 1.9%, respectively), with maturity dates ranging from August 2022 to September 2031.

Repayments

During the six months ended June 30, 2022, we (i) prepaid a non-recourse mortgage loan of $10.4 million and (ii) repaid a non-recourse mortgage loan at maturity with a principal balance of approximately $2.5 million. We recognized a net loss on extinguishment of debt of $1.1 million on these repayments, which is included within Other gains and (losses) on our consolidated statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 5.8%.

During the six months ended June 30, 2021, we (i) prepaid non-recourse mortgage loans totaling $426.9 million, and (ii) repaid a non-recourse mortgage loan at maturity with a principal balance of approximately $3.0 million. We recognized an aggregate net loss on extinguishment of debt of $31.9 million on these repayments, primarily comprised of prepayment penalties totaling $31.8 million, which is included within Other gains and (losses) on our consolidated statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 5.1%.

Foreign Currency Exchange Rate Impact

During the six months ended June 30, 2022, the U.S. dollar strengthened against the euro, resulting in an aggregate decrease of $329.4 million in the aggregate carrying values of our Non-recourse mortgages, net, Senior Unsecured Credit Facility, and Senior Unsecured Notes, net from December 31, 2021 to June 30, 2022.

Scheduled Debt Principal Payments

Scheduled debt principal payments as of June 30, 2022 are as follows (in thousands):

Years Ending December 31,	Total
2022 (remainder)	$	30,717
2023	178,319
2024	1,056,815
2025	1,466,474
2026	901,421
Thereafter through 2033	3,185,790
Total principal payments	6,819,536
Unamortized discount, net	(28,209)
Unamortized deferred financing costs	(25,699)
Total	$	6,765,628

Certain amounts in the table above are based on the applicable foreign currency exchange rate at June 30, 2022.