Debt | NOTE 6. DEBT All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt (dollars in thousands): March 31, 2020 December 31, 2019 Weighted Average Interest Rate (1) Amount Outstanding (2) Weighted Average Interest Rate (1) Amount Outstanding (2) Credit facilities 0.4 % $ 52,522 0.4 % $ 184,255 Senior notes (3) 2.3 % 13,045,081 2.4 % 9,660,570 Term loans and unsecured other (3) 1.1 % 1,930,955 0.9 % 1,441,882 Secured mortgage (3)(4) 3.7 % 648,034 3.4 % 619,170 Total 2.2 % $ 15,676,592 2.2 % $ 11,905,877 (1) The interest rates presented represent the effective interest rates (including amortization of debt issuance costs and the noncash premiums or discounts) at the end of the period for the debt outstanding and include the impact of a designated interest rate swap, which effectively fixes the interest rate on the related variable rate debt. (2) We borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies: March 31, 2020 December 31, 2019 Amount Outstanding % of Total Amount Outstanding % of Total British pound sterling $ 1,085,836 6.9 % $ 656,549 5.5 % Canadian dollar 255,073 1.6 % 279,730 2.3 % Euro 6,236,824 39.8 % 6,128,986 51.5 % Japanese yen 2,078,927 13.3 % 2,329,381 19.6 % U.S. dollar 6,019,932 38.4 % 2,511,231 21.1 % Total $ 15,676,592 $ 11,905,877 (3) Through the Liberty Transaction, we assumed approximately $2.5 billion of senior notes, $246.9 million of secured mortgage debt and a $100.1 million term loan with a weighted average stated interest rate of 3.8%. Prior to March 31, 2020, we paid down $1.8 billion of the assumed debt with senior notes we issued at lower rates in February 2020, as detailed below. See below for additional activity on debt assumed and early extinguishment of debt in the Liberty Transaction. (4) Through the IPT Transaction, USLV assumed approximately $341.8 million of secured mortgage debt, all of which was paid down at closing. See below for early extinguishment of debt in the IPT Transaction. Credit Facilities In January 2019, we recast our global senior credit facility (the “Global Facility”), under which we may draw in British pounds sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis up to $3.5 billion (subject to currency fluctuations). Pricing under the Global Facility, including the spread over LIBOR, facility fees and letter of credit fees, varies based on the public debt ratings of the OP. The Global Facility i s scheduled to mature in January 2023 ; howe ver, we may extend the maturit y date for six months on two occasions, subject to the satisfaction of certain conditions and payment of extension fees. We have the ability to increase the Global Facility to $ 4.5 billion, subject to currency fluctuations and obtaining additional lender commitments. We also have a Japanese yen revolver (the “Revolver”) with availability of ¥50.0 billion ($460.7 million at March 31, 2020). We have the ability to increase the Revolver to ¥65.0 billion ($598.9 million at March 31, 2020), subject to obtaining additional lender commitments. Pricing under the Revolver, including the spread over LIBOR, facility fees and letter of credit fees, varies based on the public debt ratings of the OP. The Revolver is scheduled to mature in February 2021; however, we may extend the maturity date for one year, subject to the satisfaction of certain conditions and payment of extension fees. We refer to the Global Facility and the Revolver, collectively, as our “Credit Facilities.” The following table summarizes information about our Credit Facilities at March 31, 2020 (in millions): Aggregate lender commitments $ 3,923 Less: Borrowings outstanding 53 Outstanding letters of credit 40 Current availability $ 3,830 Senior Notes The following table summarizes the issuances and redemptions of senior notes during the three months ended March 31, 2020 (principal in thousands): Aggregate Principal Initial Borrowing Date Borrowing Currency USD (1) Weighted Average Stated Interest Rate at March 31, 2020 Maturity Dates February (2) € 1,350,000 $ 1,485,405 0.8% February 2022 – 2035 February (2) $ 2,200,000 $ 2,200,000 2.6% April 2027 – 2050 February £ 250,000 $ 322,490 1.9% February 2035 Aggregate Principal Redemption Date Borrowing Currency USD (1) Stated Interest Rate Maturity Date January € 400,000 $ 445,880 Euribor plus 0.3% January 2020 March (2) € 700,000 $ 783,090 1.4% May 2021 (1) The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date. (2) We utilized the proceeds from these issuances to redeem $1.7 billion of senior notes assumed in the Liberty Transaction, as discussed above, and our €700.0 million ($783.1 million) In February 2020, we completed an exchange offer for two series of Liberty’s senior notes for an aggregate amount of $750.0 million, with $689.8 million, or 92%, of the aggregate principal amount being validly tendered for exchange. These senior notes are in the aggregate principal amounts of $400.0 million due in October 2026 with an interest rate of 3.3% and $350.0 million due in February 2029 with an interest rate of 4.4%. The senior notes were exchanged for notes issued by a wholly owned subsidiary and guaranteed by the OP. As a result of the exchange offer, we have no separate remaining financial reporting obligations or financial covenants associated with the senior notes assumed in the Liberty Transaction. All other terms of the newly issued senior notes remained substantially the same. Term Loans During the three months ended March 31, 2020, we extended the maturity of the multi-currency term loan (“2017 Term Loan”) by one year until May 2021. We may extend the maturity date by one more year to 2022, subject to the satisfaction of certain conditions and the payment of an extension fee. During the three months ended March 31, 2020 and 2019, we borrowed a net $500.0 million and paid down $500.0 million on the 2017 Term Loan, respectively. Long-Term Debt Maturities Scheduled principal payments due on our debt for the remainder of 2020 and for each year through the period ended December 31, 2024, and thereafter were as follows at March 31, 2020 (in thousands): Unsecured Credit Senior Term Loans Secured Maturity Facilities Notes and Other Mortgage Total 2020 (1) $ - $ - $ 10,785 $ 19,109 $ 29,894 2021 (1)(2)(3) 52,522 - 500,000 30,895 583,417 2022 - 931,260 - 11,745 943,005 2023 - 850,000 119,617 33,719 1,003,336 2024 - 766,920 - 262,138 1,029,058 Thereafter - 10,528,222 1,308,454 289,832 12,126,508 Subtotal 52,522 13,076,402 1,938,856 647,438 15,715,218 Unamortized net premiums - 26,219 - 2,864 29,083 Unamortized debt issuance costs - (57,540 ) (7,901 ) (2,268 ) (67,709 ) Total $ 52,522 $ 13,045,081 $ 1,930,955 $ 648,034 $ 15,676,592 (1) We expect to repay the amounts maturing in the next twelve months with cash generated from operations, proceeds from dispositions of real estate properties, or as necessary, with borrowings on our Credit Facilities. (2) Included in the 2021 maturities is the 2017 Term Loan that can be extended until 2022. (3) Included in the 2021 maturities is the Revolver that can be extended until 2022. Early Extinguishment of Debt During the three months ended March 31, 2020, we recognized $42.8 million in losses, mostly due to the redemption of the € During the three months ended March 31, 2019, losses on early extinguishment of debt were not significant. Financial Debt Covenants We have $13.0 billion of senior notes and $1.9 billion of term loans outstanding at March 31, 2020 that were subject to certain financial covenants under their related indentures. We are also subject to financial covenants under our Credit Facilities and certain secured mortgage debt. At March 31, 2020, we were in compliance with all of our financial debt covenants. Guarantee of Finance Subsidiary Debt In 2018, we formed finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC). These entities are 100% indirectly owned by the OP and all unsecured debt issued or to be issued by each entity is or will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 3-10 of Regulation S-X, the separate financial statements of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC are not provided. |