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Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt Debt
Term Loan Agreement

On April 24, 2023, we entered into a €500.0 million unsecured term loan maturing on April 24, 2026 (our “Unsecured Term Loan due 2026”), comprised of (i) a €300.0 million term loan (our “Term Loan due 2026”) and (ii) a €200.0 million delayed draw term loan (our “Delayed Draw Term Loan due 2026”), which was drawn in full at closing.

The Unsecured Term Loan due 2026 borrowing rate pursuant to the credit agreement is 85 basis points over EURIBOR, based on our credit ratings of BBB+ and Baa1. In conjunction with the closing of the Unsecured Term Loan due 2026, we executed variable-to-fixed interest rate swaps that fix the total per annum interest rate at 4.34% through the end of 2024, in the absence of any change to our credit ratings from their current levels of BBB+ and Baa1 (Note 11). The Unsecured Term Loan due 2026 was incorporated into the Senior Unsecured Credit Facility in December 2023.

Senior Unsecured Credit Facility

In January 2023, we entered into a Third Amendment to the credit agreement to transition from LIBOR to SOFR (Note 2).

On December 14, 2023, we amended and restated our multi-currency Senior Unsecured Credit Facility to (i) increase the capacity of our unsecured revolving credit facility (our “Unsecured Revolving Credit Facility”) from $1.8 billion to $2.0 billion and extend the maturity of this facility by four years to February 14, 2029, and (ii) refinance our £270.0 million term loan (our “GBP Term Loan due 2028”) and our €215.0 million term loan (our “EUR Term Loan due 2028”) by extending the maturity date of each term loan by three years to February 14, 2028, with an option to extend each of these term loans by up to an additional year, subject to certain customary conditions. We refer to these term loans collectively as the “Unsecured Term Loans due 2028.” We refer to our Unsecured Term Loan due 2026 and Unsecured Term Loans due 2028 collectively as our “Unsecured Term Loans.” We refer to our Unsecured Revolving Credit Facility and our Unsecured Term Loans collectively as our “Senior Unsecured Credit Facility.”

As of December 31, 2023, the aggregate principal amount (of revolving and term loans) available under the Senior Unsecured Credit Facility was able to be increased up to an amount not to exceed the U.S. dollar equivalent of $4.35 billion, subject to the conditions to increase set forth in our credit agreement.

At December 31, 2023, our Unsecured Revolving Credit Facility had available capacity of approximately $1.6 billion (net of amounts reserved for standby letters of credit totaling $6.5 million). We incur an annual facility fee of 0.15% of the total commitment on our Unsecured Revolving Credit Facility based on our credit ratings of BBB+ and Baa1, 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):
Senior Unsecured Credit Facility
Interest Rate at December 31, 2023 (a)
Maturity Date at December 31, 2023
Principal Outstanding Balance at
December 31,
20232022
Unsecured Term Loans: (b)
Unsecured Term Loan due 2026 — borrowing in euros (c)
4.34%
4/24/2026$552,500 $— 
GBP Term Loan due 2028 — borrowing in British pounds sterling (d)
SONIA + 0.85%
2/14/2028343,306 324,695 
EUR Term Loan due 2028 — borrowing in euros (e)
EURIBOR + 0.85%
2/14/2028237,575 229,319 
1,133,381 554,014 
Unsecured Revolving Credit Facility:
Borrowing in euros (e)
EURIBOR + 0.775%
2/14/2029386,750 258,117 
Borrowing in Japanese yen (f)
TIBOR + 0.775%
2/14/202917,035 18,275 
403,785 276,392 
$1,537,166 $830,406 
__________
(a)The applicable interest rate at December 31, 2023 was based on the credit rating for our Senior Unsecured Notes of BBB+/Baa1.
(b)Balances exclude unamortized discount of $7.4 million and $1.5 million at December 31, 2023 and 2022, respectively, and unamortized deferred financing costs of $0.4 million at December 31, 2023.
(c)Interest rate is subject to variable-to-fixed interest rate swaps that fix the total per annum interest rate at 4.34% through December 31, 2024.
(d)SONIA means Sterling Overnight Index Average.
(e)EURIBOR means Euro Interbank Offered Rate.
(f)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 $6.1 billion at December 31, 2023 (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 year ended December 31, 2021.

Interest on the Senior Unsecured Notes is payable annually or semi-annually in arrears. 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 December 31, 2023 (currency in thousands):
Principal AmountCoupon RateMaturity DatePrincipal Outstanding Balance at December 31,
Senior Unsecured Notes, net (a)
Issue Date20232022
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 %7/19/2024552,500 533,300 
4.0% Senior Notes due 2025
1/26/2015$450,000 4.0 %2/1/2025450,000 450,000 
2.25% Senior Notes due 2026
10/9/2018€500,000 2.25 %4/9/2026552,500 533,300 
4.25% Senior Notes due 2026
9/12/2016$350,000 4.25 %10/1/2026350,000 350,000 
2.125% Senior Notes due 2027
3/6/2018€500,000 2.125 %4/15/2027552,500 533,300 
1.35% Senior Notes due 2028
9/19/2019€500,000 1.35 %4/15/2028552,500 533,300 
3.85% Senior Notes due 2029
6/14/2019$325,000 3.85 %7/15/2029325,000 325,000 
3.41% Senior Notes due 2029
9/28/2022€150,000 3.41 %9/28/2029165,750 159,990 
0.95% Senior Notes due 2030
3/8/2021€525,000 0.95 %6/1/2030580,125 559,965 
2.4% Senior Notes due 2031
10/14/2020$500,000 2.4 %2/1/2031500,000 500,000 
2.45% Senior Notes due 2032
10/15/2021$350,000 2.45 %2/1/2032350,000 350,000 
3.7% Senior Notes due 2032
9/28/2022€200,000 3.7 %9/28/2032221,000 213,320 
2.25% Senior Notes due 2033
2/25/2021$425,000 2.25 %4/1/2033425,000 425,000 
$6,076,875 $5,966,475 
__________
(a)Aggregate balance excludes unamortized deferred financing costs totaling $21.1 million and $25.9 million, and unamortized discount totaling $20.1 million and $24.1 million at December 31, 2023 and 2022, respectively.

Covenants

The credit agreements for our Senior Unsecured Credit Facility, 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. The credit agreement for our Senior Unsecured Credit Facility also contains various customary affirmative and negative covenants applicable to us and our subsidiaries, subject to materiality and other qualifications, baskets, and exceptions as outlined in the credit agreement. We were in compliance with all of these covenants at December 31, 2023.
We may make unlimited Restricted Payments (as defined in the credit agreement for our Senior Unsecured Credit Facility), as long as no non-payment default or financial covenant default has occurred before, or would on a pro forma basis occur as a result of, the Restricted Payment. In addition, we may make Restricted Payments in an amount required to (i) maintain our REIT status and (ii) as a result of that status, not pay federal or state income or excise tax, as long as the loans under the Credit Agreement have not been accelerated and no bankruptcy or event of default has occurred.

Obligations under the Unsecured Revolving Credit Facility may be declared immediately due and payable upon the occurrence of certain events of default as defined in the credit agreement for our Senior Unsecured Credit Facility, including failure to pay any principal when due and payable, failure to pay interest within five business days after becoming due, failure to comply with any covenant, representation or condition of any loan document, any change of control, cross-defaults, and certain other events as set forth in the credit agreement, with grace periods in some cases.

Non-Recourse Mortgages

Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties. For a list of our encumbered properties, please see Schedule III — Real Estate and Accumulated Depreciation. At December 31, 2023, the weighted-average interest rate for our total non-recourse mortgage notes payable was 4.6% (fixed-rate and variable-rate non-recourse mortgage notes payable were 4.5% and 5.6%, respectively), with maturity dates ranging from January 2024 to April 2039.

See Note 3 for a description of non-recourse mortgages derecognized in connection with the Spin-Off.

CPA:18 Merger

In connection with the CPA:18 Merger on August 1, 2022 (Note 4), we assumed property-level debt comprised of non-recourse mortgage loans with fair values totaling $900.2 million and recorded an aggregate fair market value net discount of $13.1 million. The fair market value net discount will be amortized to interest expense over the remaining lives of the related loans. These non-recourse mortgage loans had a weighted-average annual interest rate of 5.1% on the merger date.

Repayments During 2023

During the year ended December 31, 2023, we (i) repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $268.1 million, and (ii) prepaid non-recourse mortgage loans totaling $99.8 million. We recognized an aggregate net loss on extinguishment of debt of $3.5 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 4.9%.

Repayments During 2022

During the year ended December 31, 2022, we (i) repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $104.7 million and (ii) prepaid non-recourse mortgage loans totaling $10.4 million. We recognized an aggregate net loss on extinguishment of debt of $1.3 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 4.4%.

Interest Paid

For the years ended December 31, 2023, 2022, and 2021, interest paid was $269.7 million, $191.0 million, and $190.8 million, respectively.

Foreign Currency Exchange Rate Impact

During the year ended December 31, 2023, the U.S. dollar weakened against the euro, resulting in an increase of $161.4 million in the aggregate carrying values of our Non-recourse mortgages, net, Senior Unsecured Credit Facility, and Senior Unsecured Notes, net from December 31, 2022 to December 31, 2023.
Scheduled Debt Principal Payments

Scheduled debt principal payments as of December 31, 2023 are as follows (in thousands):
Years Ending December 31, Total
2024$1,278,749 
2025707,259 
20261,547,876 
2027553,168 
20281,134,088 
Thereafter through 20392,976,345 
Total principal payments8,197,485 
Unamortized discount, net(31,817)
Unamortized deferred financing costs(21,486)
Total$8,144,182 

Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2023.