Debt | 10. DEBT The principal values, fair values, and carrying values of debt consist of the following (in thousands): As of As of June 30, 2020 December 31, 2019 Maturity Date Principal Balance Fair Value Carrying Value Principal Balance Fair Value Carrying Value Revolving Credit Facility Apr. 11, 2023 $ — $ — $ — $ 490,000 $ 490,000 $ 490,000 2018 Term Loan Apr. 11, 2025 2,352,000 2,269,680 2,335,750 2,364,000 2,369,910 2,346,183 2013-2C Tower Securities (1) Apr. 11, 2023 575,000 606,211 571,459 575,000 585,954 570,866 2014-2C Tower Securities (1) Oct. 8, 2024 620,000 678,522 615,663 620,000 644,912 615,205 2015-1C Tower Securities (1) Oct. 8, 2020 500,000 502,605 499,298 500,000 502,095 498,090 2016-1C Tower Securities (1) Jul. 9, 2021 700,000 712,838 697,930 700,000 704,095 696,936 2017-1C Tower Securities (1) Apr. 11, 2022 760,000 781,113 756,104 760,000 763,405 755,061 2018-1C Tower Securities (1) Mar. 9, 2023 640,000 679,430 635,187 640,000 658,266 634,344 2019-1C Tower Securities (1) Jan. 12, 2025 1,165,000 1,229,017 1,154,002 1,165,000 1,158,057 1,153,086 2014 Senior Notes Jul. 15, 2022 — — — 750,000 760,313 743,580 2016 Senior Notes Sep. 1, 2024 1,100,000 1,126,125 1,087,566 1,100,000 1,142,625 1,086,241 2017 Senior Notes Oct. 1, 2022 750,000 753,750 745,728 750,000 764,063 744,833 2020 Senior Notes Feb. 15, 2027 1,500,000 1,496,250 1,480,881 — — — Total debt $ 10,662,000 $ 10,835,541 $ 10,579,568 $ 10,414,000 $ 10,543,695 $ 10,334,425 Less: current maturities of long-term debt ( 24,000 ) ( 522,090 ) Total long-term debt, net of current maturities $ 10,555,568 $ 9,812,335 (1) The maturity date represents the anticipated repayment date for each issuance. The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented: For the three months ended June 30, For the six months ended June 30, Interest 2020 2019 2020 2019 Rates as of Cash Non-cash Cash Non-cash Cash Non-cash Cash Non-cash June 30, 2020 Interest Interest Interest Interest Interest Interest Interest Interest (in thousands) Revolving Credit Facility 1.597 % $ 1,661 $ — $ 1,564 $ — $ 4,375 $ — $ 4,401 $ — 2018 Term Loan (1) 3.464 % 20,950 2,030 26,944 190 43,152 4,052 53,866 376 2013-2C Tower Securities 3.722 % 5,396 — 5,396 — 10,792 — 10,792 — 2014 Tower Securities (2) 3.869 % 6,046 — 12,785 — 12,092 — 25,569 — 2015-1C Tower Securities 3.156 % 3,985 — 3,985 — 7,969 — 7,969 — 2016-1C Tower Securities 2.877 % 5,090 — 5,090 — 10,181 — 10,181 — 2017-1C Tower Securities 3.168 % 6,088 — 6,088 — 12,173 — 12,173 — 2018-1C Tower Securities 3.448 % 5,570 — 5,570 — 11,141 — 11,141 — 2019-1C Tower Securities 2.836 % 8,357 — — — 16,714 — — — 2014 Senior Notes 4.875 % — — 9,141 199 3,352 112 18,281 395 2016 Senior Notes 4.875 % 13,406 275 13,406 262 26,813 547 26,813 521 2017 Senior Notes 4.000 % 7,500 — 7,500 — 15,000 — 15,000 — 2020 Senior Notes 3.875 % 11,571 32 — — 17,707 32 — — Other 67 — ( 22 ) — 77 — ( 72 ) — Total $ 95,687 $ 2,337 $ 97,447 $ 651 $ 191,538 $ 4,743 $ 196,114 $ 1,292 (1) The 2018 Term Loan has a blended rate of 3.464 % which includes the impact of the interest rate swaps entered into in 2019 which swapped $ 1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 3.78 % per annum through the maturity date of the 2018 Term Loan. Excluding the impact of the interest rate swaps, the 2018 Term Loan was accruing interest at 1.93 % as of June 30, 2020. (2) The 2014-1C Tower Securities, which was repaid September 13, 2019, accrued interest at 2.898 %. The 2014-2C Tower Securities accrue interest at 3.869 %. Revolving Credit Facility under the Senior Credit Agreement During the three months ended June 30, 2020, the Company borrowed $ 15.0 million and repaid $ 500.0 million of the outstanding balance under the Revolving Credit Facility. During the six months ended June 30, 2020, the Company borrowed $ 515.0 million and repaid $ 1.0 billion of the outstanding balance under the Revolving Credit Facility. As of June 30, 2020, the Company had no amount outstanding under the $ 1.25 billion Revolving Credit Facility. In addition, SBA Senior Finance II was required to pay a commitment fee of 0.25 % per annum on the amount of the unused commitment. As of June 30, 2020, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement. As of the date of this filing, the Company had no amount outstanding under the Revolving Credit Facility. Term Loan under the Senior Credit Agreement During the three and six months ended June 30, 2020, the Company repaid an aggregate of $ 6.0 million and $ 12.0 million, respectively, of principal on the 2018 Term Loan. As of June 30, 2020, the 2018 Term Loan had a principal balance of $ 2.4 billion. Secured Tower Revenue Securities As of June 30, 2020, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust (defined below) consists of a non-recourse mortgage loan made in favor of the Borrowers. 2020 Tower Securities On July 14, 2020, the Company, through a New York common law trust (the “Trust”), issued $ 750.0 million of 1.884 % Secured Tower Revenue Securities Series 2020-1C which have an anticipated repayment date of January 9, 2026 and a final maturity date of July 11, 2050 (the “2020-1C Tower Securities”) and $ 600.0 million of 2.328 % Secured Tower Revenue Securities Series 2020-2C which have an anticipated repayment date of January 11, 2028 and a final maturity date of July 9, 2052 (the “2020-2C Tower Securities”) (collectively the “2020 Tower Securities”). The aggregate $ 1.35 billion of 2020 Tower Securities have a blended interest rate of 2.081 % and a weighted average life through the anticipated repayment date of 6.4 years. Net proceeds from this offering were used to repay the entire aggregate principal amount of the 2015-1C Tower Securities ($ 500.0 million) and the 2016-1C Tower Securities ($ 700.0 million). The remaining net proceeds were used for general corporate purposes. The Company has incurred deferred financing fees of $ 13.6 million to date in relation to this transaction which are being amortized through the anticipated repayment date of the 2020 Tower Securities. In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $ 71.1 million of Secured Tower Revenue Securities Series 2020-2R issued by the Trust. These securities have an anticipated repayment date of January 11, 2028 and a final maturity date of July 9, 2052 (the “2020-2R Tower Securities”). The fixed interest rate on the 2020-2R Tower Securities is 4.336 % per annum, payable monthly. Principal and interest payments made on the 2020-2R Tower Securities eliminate in consolidation. Senior Notes 2014 Senior Notes On February 20, 2020, the Company redeemed the entire $ 750.0 million balance of the 2014 Senior Notes with proceeds from the 2020 Senior Notes (defined below). In addition, the Company paid a $ 9.1 million call premium and expensed $ 7.7 million for the write-off of the original issue discount and financing fees related to the redemption of the 2014 Senior Notes which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations. 2020 Senior Notes On February 4, 2020, the Company issued $ 1.0 billion of unsecured senior notes at par value (the “2020-1 Senior Notes”). On May 26, 2020, the Company issued $ 500.0 million of additional unsecured senior notes under the same indenture at 99.500 % of par value (the “2020-2 Senior Notes”). These notes, collectively the “2020 Senior Notes,” accrue interest at a rate of 3.875 % per annum and are due February 15, 2027 . Interest on the 2020 Senior Notes is due semi-annually on February 15 and August 15 of each year, beginning on August 15, 2020. Net proceeds from these offerings were used to redeem all of the outstanding principal amount of the 2014 Senior Notes, repay amounts outstanding under the Revolving Credit Facility, and for general corporate purposes. The Company incurred financing fees of $ 17.3 million to date in relation to these transactions, which are being amortized through the maturity date. The 2020 Senior Notes are subject to redemption in whole or in part on or after February 15, 2023 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to February 15, 2023 , the Company may, at its option, redeem up to 35 % of the aggregate principal amount of the 2020 Senior Notes originally issued at a redemption price of 103.875 % of the principal amount of the 2020 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. The Company may redeem the 2020 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: February 15, 2023 at 101.938 %, February 15, 2024 at 100.969 %, or February 15, 2025 until maturity at 100.000 %, of the principal amount of the 2020 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. |