Long-Term Obligations | 12 Months Ended |
Dec. 31, 2013 |
Long-term Debt, Excluding Current Maturities [Abstract] | ' |
Long-Term Obligations | ' |
LONG-TERM OBLIGATIONS |
Outstanding amounts under the Company’s long-term obligations consist of the following as of December 31, (in thousands): |
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| | | 2013 | | 2012 | | Contractual Interest Rate (1) | | Maturity Date (1) | | | |
| American Tower subsidiary debt: | | | | | | | | | | |
| | Commercial Mortgage Pass-Through Certificates, Series 2007-1 | $ | — | | | $ | 1,750,000 | | | N/A | | | N/A | | | |
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| | Secured Tower Revenue Securities, Series 2013-1A | 500,000 | | | — | | | 1.551 | % | | March 15, 2018 (2) | | | |
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| | Secured Tower Revenue Securities, Series 2013-2A | 1,300,000 | | | — | | | 3.07 | % | | March 15, 2023 (2) | | | |
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| | GTP Notes (3) | 1,537,881 | | | — | | | 2.364% - 8.112% | | | Various | | | |
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| | Costa Rica Loan (4) | 32,600 | | | — | | | 5.744 | % | | February 16, 2019 | | | |
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| | Unison Notes (5) | 205,436 | | | 207,188 | | | 5.349% - 9.522% | | | Various | | | |
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| | Colombian bridge loans (6) | 56,058 | | | 53,169 | | | 7.94 | % | | April 22, 2014 | | | |
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| | Mexican Loan (4)(7) | 377,470 | | | — | | | 4.04 | % | | May 1, 2015 | | | |
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| | Ghana Loan (8) | 158,327 | | | 130,951 | | | 9 | % | | May 4, 2016 | | | |
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| | Uganda Loan (4)(9) | 66,926 | | | 61,023 | | | 5.984 | % | | June 29, 2019 | | | |
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| | South African Facility (4)(10) | 88,334 | | | 98,456 | | | 8.967 | % | | March 31, 2020 | | | |
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| | Colombian Long-Term Credit Facility (4)(11) | 70,063 | | | 76,347 | | | 8.166 | % | | November 30, 2020 | | | |
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| | Colombian Loan (12) | 35,697 | | | 19,176 | | | 8.3 | % | | February 22, 2022 (13) | | | |
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| Total American Tower subsidiary debt | 4,428,792 | | | 2,396,310 | | | | | | | | |
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| American Tower Corporation debt: | | | | | | | | | | |
| | 2011 Credit Facility | — | | | 265,000 | | | N/A | | | N/A | | | |
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| | 2012 Credit Facility (4) | 88,000 | | | 992,000 | | | 1.795 | % | | January 31, 2017 | | | |
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| | 2013 Credit Facility (4) | 1,853,000 | | | — | | | 1.42 | % | | June 28, 2018 | | | |
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| | 2012 Term Loan | — | | | 750,000 | | | N/A | | | N/A | | | |
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| | 2013 Term Loan (4) | 1,500,000 | | | — | | | 1.42 | % | | January 3, 2019 | | | |
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| | 4.625% Notes | 599,794 | | | 599,638 | | | 4.625 | % | | April 1, 2015 | | | |
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| | 7.00% Notes | 500,000 | | | 500,000 | | | 7 | % | | October 15, 2017 | | | |
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| | 4.50% Notes | 999,520 | | | 999,414 | | | 4.5 | % | | January 15, 2018 | | | |
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| | 3.40% Notes | 749,373 | | | — | | | 3.4 | % | | February 15, 2019 | | | |
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| | 7.25% Notes | 296,748 | | | 296,272 | | | 7.25 | % | | May 15, 2019 | | | |
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| | 5.05% Notes | 699,413 | | | 699,333 | | | 5.05 | % | | September 1, 2020 | | | |
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| | 5.90% Notes | 499,414 | | | 499,356 | | | 5.9 | % | | November 1, 2021 | | | |
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| | 4.70% Notes | 698,871 | | | 698,760 | | | 4.7 | % | | March 15, 2022 | | | |
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| | 3.50% Notes | 992,520 | | | — | | | 3.5 | % | | January 31, 2023 | | | |
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| | 5.00% Notes | 499,455 | | | — | | | 5 | % | | February 15, 2024 | | | |
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| Total American Tower Corporation debt | 9,976,108 | | | 6,299,773 | | | | | | | | |
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Other debt, including capital lease obligations | 73,378 | | | 57,293 | | | | | | | | | |
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| | Total | 14,478,278 | | | 8,753,376 | | | | | | | | |
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Less current portion of long-term obligations | (70,132 | ) | | (60,031 | ) | | | | | | | |
| | Long-term obligations | $ | 14,408,146 | | | $ | 8,693,345 | | | | | | | | |
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(1) Represents the interest rate and maturity date as of December 31, 2013 and does not reflect the impact of interest rate swap agreements. |
(2) Represents anticipated repayment date. |
(3) Includes approximately $48.0 million of unamortized premium recorded as a result of fair value adjustments for debt assumed upon acquisition of MIPT. |
(4) Interest rate as of December 31, 2013. Debt accrues interest at a variable rate. |
(5) Includes approximately $9.4 million of unamortized premium recorded as a result of fair value adjustments recognized upon acquisition of Unison. |
(6) Denominated in Colombian Pesos (“COP”). As of December 31, 2013, the aggregate principal amount outstanding under the bridge loans is 108.0 billion COP. |
(7) Denominated in Mexican Pesos (“MXN”). As of December 31, 2013, the aggregate principal amount outstanding under the Mexican Loan is 4.9 billion MXN. |
(8) Includes approximately $27.4 million of capitalized accrued interest pursuant to the terms of the loan agreement. |
(9) Includes approximately $5.9 million of capitalized accrued interest pursuant to the terms of the loan agreement. |
(10) Denominated in South African Rand (“ZAR”). As of December 31, 2013, the aggregate principal amount outstanding under the South African facility is |
926.9 million ZAR. |
(11) Denominated in COP. As of December 31, 2013, the aggregate principal amount outstanding under the Colombian long-term credit facility 135.0 billion COP. |
(12) Includes approximately $0.5 million of capitalized accrued interest pursuant to the terms of the loan agreement. |
(13) Borrowings subsequent to the initial loan mature approximately ten years from the date of such borrowing. |
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Commercial Mortgage Pass-Through Certificates, Series 2007-1—During the year ended December 31, 2007, the Company completed a securitization transaction (the “2007 Securitization”) involving assets related to 5,295 broadcast and wireless communications towers owned by two special purpose subsidiaries of the Company through a private offering of $1.75 billion of Commercial Mortgage Pass-Through Certificates, Series 2007-1 (the “Certificates”). On March 15, 2013, the Company repaid all indebtedness outstanding under the Certificates ($1.75 billion in principal amount), plus prepayment consideration and accrued interest thereon and other costs and expenses related thereto, with proceeds from the offering of $1.8 billion of the Securities, as described in more detail below. The Company recorded a Loss on retirement of long-term obligations in the accompanying consolidated statements of operations of $35.3 million, consisting of prepayment consideration of $29.2 million and the expense of deferred financing costs of $6.1 million. |
Secured Tower Revenue Securities, Series 2013-1A and Series 2013-2A—On March 15, 2013, the Company completed a securitization transaction (the “Securitization”) involving assets related to 5,195 wireless and broadcast communications towers (the “Secured Towers”) owned by two special purpose subsidiaries of the Company, through a private offering of $1.8 billion of the Securities. The net proceeds of the transaction were $1.78 billion. The Securities were issued by American Tower Trust I (the “Trust”), a trust established by American Tower Depositor Sub, LLC (the “Depositor”), an indirect wholly owned special purpose subsidiary of the Company. The assets of the Trust consist of a nonrecourse loan (the “Loan”) to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (the “Borrowers”), pursuant to a First Amended and Restated Loan and Security Agreement dated as of March 15, 2013 (the “Loan Agreement”). The Borrowers are special purpose entities formed solely for the purpose of holding the Secured Towers subject to a securitization. |
The Securities were issued in two separate series of the same class pursuant to a First Amended and Restated Trust and Servicing Agreement (the “Trust Agreement”), with terms identical to the Loan. The effective weighted average life and interest rate of the Securities is 8.6 years and 2.648%, respectively, as of the date of issuance. |
Amounts due under the Loan will be paid by the Borrowers from the cash flows generated by the Secured Towers. These funds in turn will be used by or on behalf of the Trust to service the payment of interest on the Securities and for any other payments required by the Loan Agreement or Trust Agreement. The Borrowers are required to make monthly payments of interest on the Loan. Subject to certain limited exceptions described below, no payments of principal will be required to be made prior to March 15, 2018, which is the anticipated repayment date for the component of the Loan associated with the Series 2013-1A Securities. On a monthly basis, after payment of all required amounts under the Loan Agreement and Trust Agreement, the excess cash flows generated from the operation of the Secured Towers are released to the Borrowers, and can then be distributed to, and used by, the Company. However, if the debt service coverage ratio (the “DSCR”), generally defined as the net cash flow divided by the amount of interest, servicing fees and trustee fees that the Borrowers will be required to pay over the succeeding twelve months on the principal amount of the Loan, as of the last day of any calendar quarter prior to the applicable anticipated repayment date, were equal to or below 1.30x (the “Cash Trap DSCR”) for such quarter, and the DSCR continues to be equal to or below the Cash Trap DSCR for two consecutive calendar quarters, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as excess cash flow, will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. An “amortization period” commences if (i) as of the end of any calendar quarter the DSCR equals or falls below 1.15x (the “Minimum DSCR”) for such calendar quarter and such amortization period will continue to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters or (ii) on the anticipated repayment date the component of the Loan corresponding to the applicable subclass of the Securities has not been repaid in full, provided that such amortization period shall apply with respect to such component that has not been repaid in full. During an amortization period all excess cash flow and any amounts then in the reserve account because the Cash Trap DSCR was not met would be applied to payment of the principal on the Loan. |
The Borrowers may prepay the Loan in whole or in part at any time provided it is accompanied by applicable prepayment consideration. If the prepayment occurs within twelve months of the anticipated repayment date for the Series 2013-1A Securities or eighteen months of the anticipated repayment date for the Series 2013-2A Securities, no prepayment consideration is due. The entire unpaid principal balance of the component of the Loan related to the Series 2013-1A Securities and the Series 2013-2A Securities will be due in March 2043 and March 2048, respectively. The Loan may be defeased in whole at any time prior to the anticipated repayment date for any component of the Loan then outstanding. |
The Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the Secured Towers, (2) a pledge of the Borrowers’ operating cash flows from the Secured Towers, (3) a security interest in substantially all of the Borrowers’ personal property and fixtures and (4) the Borrowers’ rights under the tenant leases and the management agreement entered into in connection with the Securitization. American Tower Holding Sub, LLC, whose only material assets are its equity interests in each of the Borrowers, and American Tower Guarantor Sub, LLC, whose only material asset is its equity interest in American Tower Holding Sub, LLC, each have guaranteed repayment of the Loan and pledged their equity interests in their respective subsidiary or subsidiaries as security for such payment obligations. American Tower Guarantor Sub, LLC, American Tower Holding Sub, LLC, the Depositor and the Borrowers each were formed as special purpose entities solely for purposes of entering a securitization transaction, and the assets and credit of these entities are not available to satisfy the debts and other obligations of the Company or any other person, except as set forth in the Loan Agreement. |
The Loan Agreement includes operating covenants and other restrictions customary for loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the Loan Agreement). The organizational documents of the Borrowers contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that the Borrowers maintain at least two independent directors. The Loan Agreement also contains certain covenants that require the Borrowers to provide the trustee with regular financial reports and operating budgets, promptly notify the trustee of events of default and material breaches under the Loan Agreement and other agreements related to the Secured Towers, and allow the trustee reasonable access to the Secured Towers, including the right to conduct site investigations. |
A failure to comply with the covenants in the Loan Agreement could prevent the Borrowers from taking certain actions with respect to the Secured Towers, and could prevent the Borrowers from distributing any excess cash from the operation of the Secured Towers to the Company. If the Borrowers were to default on the Loan, the servicer could seek to foreclose upon or otherwise convert the ownership of the Secured Towers, in which case the Company could lose the Secured Towers and the revenue associated with those assets. |
Under the Loan Agreement, the Borrowers are required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance premiums, and to reserve a portion of advance rents from tenants on the Secured Towers. Based on the terms of the Loan Agreement, all rental cash receipts received for each month are reserved for the succeeding month and held in an account controlled by the trustee and then released. The $103.2 million held in the reserve accounts as of December 31, 2013 is classified as Restricted cash on the Company’s accompanying consolidated balance sheet. |
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GTP Notes—In connection with the acquisition of MIPT, the Company assumed approximately $1.49 billion principal amount of existing indebtedness under the GTP Notes issued by certain subsidiaries of GTP in several securitization transactions. The Series 2010-1 notes were issued by GTP Towers Issuer, LLC (“GTP Towers”), the Series 2011-1 notes, Series 2011-2 notes and Series 2013-1 notes were issued by GTP Acquisition Partners I, LLC (“GTP Partners”) and the Series 2012-1 notes and Series 2012-2 notes were issued by GTP Cellular Sites, LLC (“GTP Cellular Sites,” and together with GTP Towers and GTP Partners, the “GTP Issuers”). The following table sets forth certain terms of the GTP Notes: |
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GTP Notes | Issue Date | Original Principal Amount | Interest Rate | Anticipated Repayment Date | Final Maturity Date | | | | | | | | | | | |
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Series 2010-1 Class C notes | February 17, 2010 | $200,000 | 4.436 | % | February 15, 2015 | February 15, 2040 | | | | | | | | | | | |
Series 2010-1 Class F notes | February 17, 2010 | $50,000 | 8.112 | % | February 15, 2015 | February 15, 2040 | | | | | | | | | | | |
Series 2011-1 Class C notes | March 11, 2011 | $70,000 | 3.967 | % | June 15, 2016 | June 15, 2041 | | | | | | | | | | | |
Series 2011-2 Class C notes | July 7, 2011 | $490,000 | 4.347 | % | June 15, 2016 | June 15, 2041 | | | | | | | | | | | |
Series 2011-2 Class F notes | July 7, 2011 | $155,000 | 7.628 | % | June 15, 2016 | June 15, 2041 | | | | | | | | | | | |
Series 2012-1 Class A notes (1) | February 28, 2012 | $100,000 | 3.721 | % | March 15, 2017 | March 15, 2042 | | | | | | | | | | | |
Series 2012-2 Class A notes (1) | February 28, 2012 | $114,000 | 4.336 | % | March 15, 2019 | March 15, 2042 | | | | | | | | | | | |
Series 2012-2 Class B notes | February 28, 2012 | $41,000 | 6.413 | % | March 15, 2019 | March 15, 2042 | | | | | | | | | | | |
Series 2012-2 Class C notes | February 28, 2012 | $27,000 | 7.358 | % | March 15, 2019 | March 15, 2042 | | | | | | | | | | | |
Series 2013-1 Class C notes | April 24, 2013 | $190,000 | 2.364 | % | May 15, 2018 | May 15, 2043 | | | | | | | | | | | |
Series 2013-1 Class F notes | April 24, 2013 | $55,000 | 4.704 | % | May 15, 2018 | May 15, 2043 | | | | | | | | | | | |
(1) Does not reflect MIPT’s repayment of approximately $1.4 million aggregate principal amount prior to the date of acquisition and the Company’s repayment of approximately $0.7 million aggregate principal amount after the date of acquisition in accordance with the repayment schedules. |
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The GTP Notes may be prepaid in whole or in part at any time beginning two years after the date of issuance, provided such payment is accompanied by applicable prepayment consideration. If the prepayment occurs within six months of the anticipated repayment date, with respect to the Series 2010-1 notes, or one year of the anticipated repayment date with respect to the other GTP Notes, no prepayment consideration is due. |
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As of December 31, 2013, the GTP Notes are secured by, among other things, an aggregate of 3,893 sites and 1,717 property interests owned by subsidiaries of the GTP Issuers and other related assets (the “GTP Secured Towers”). |
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Amounts due under the GTP Notes will be paid from the cash flows generated by the GTP Secured Towers that secure the applicable series of GTP Notes. These funds in turn will be used to service the payment of interest on the applicable series of GTP Notes and for any other payments required by the indentures governing the GTP Notes (the “GTP Indentures”). |
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On a monthly basis, after payment of all required amounts under the GTP Indentures, the excess cash flows generated from the operation of the GTP Secured Towers are released to the GTP Issuers, and can then be distributed to, and used by, the Company. The GTP Issuers must maintain a specified ratio with respect to their DSCR, calculated as the ratio of the net cash flow (as defined in the applicable GTP Indentures) to the amount of interest required to be paid over the succeeding twelve months on the principal amount of the GTP Notes that will be outstanding on the payment date following such date of determination, plus the amount of the payable trustee and servicing fees. If the DSCR with respect to any series of GTP Notes issued by GTP Towers or GTP Partners is equal to or below 1.30x (“GTP Cash Trap DSCR”) at the end of any calendar quarter and it continues for two consecutive calendar quarters, or if the DSCR with respect to any series of GTP Notes issued by GTP Cellular Sites is equal to or below the Cash Trap DSCR at the end of any calendar month and it continues for two consecutive calendar months, then all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required with respect to such series of GTP Notes under the GTP Indentures, will be deposited into reserve accounts instead of being released to the GTP Issuers. The funds in the reserve accounts will not be released to GTP Towers or GTP Partners for distribution to the Company unless the DSCR with respect to such series of GTP Notes exceeds the GTP Cash Trap DSCR for two consecutive calendar quarters. Likewise, the funds in the reserve account will not be released to GTP Cellular Sites for distribution to the Company unless the DSCR with respect to such series of GTP Notes exceeds the GTP Cash Trap DSCR for two consecutive calendar months. Additionally, an “amortization period,” commences as of the end of any calendar quarter with respect to the series of GTP Notes issued by GTP Towers and GTP Partners, and as of the end of any calendar month with respect to the series of GTP Notes issued by GTP Cellular Sites, if the DSCR of such series equals or falls below 1.15x (the “GTP Minimum DSCR”). The “amortization period” will continue to exist until the end of any calendar quarter with respect to the series of GTP Notes issued by GTP Towers and GTP Partners, for which the DSCR exceeds the GTP Minimum DSCR for two consecutive calendar quarters. Similarly, the “amortization period” will continue to exist until the end of any calendar month with respect to the series of GTP Notes issued by GTP Cellular Sites, for which the DSCR exceeds the GTP Minimum DSCR for two consecutive calendar months. During an amortization period all excess cash flow and any amounts then in the reserve accounts because the GTP Cash Trap DSCR was note met would be applied to payment of the principal of the applicable series of GTP Notes. |
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The GTP Indentures include operating covenants and other restrictions customary for note offerings subject to rated securitizations. Among other things, the GTP Issuers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets subject to customary exceptions for ordinary course trade payables and permitted encumbrances (as defined in the GTP Indentures). The GTP Indentures also contain certain covenants that require the GTP Issuers to provide the trustee with regular financial reports, operating budgets and budgets for capital improvements not included in annual financial statements in accordance with GAAP, promptly notify the trustee of events of default and material breaches under the GTP Indentures and other agreements related to the GTP Secured Towers, and allow the trustee reasonable access to the GTP Secured Towers, including the right to conduct site investigations. |
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A failure to comply with the covenants in the GTP Indentures could prevent the GTP Issuers from taking certain actions with respect to the GTP Secured Towers and could prevent the GTP Issuers from distributing excess cash flow to the Company. In addition, upon occurrence and during an event of default, the trustee may, in its discretion or at direction of holders of more than 50% of the aggregate outstanding principal of any series of GTP Notes, declare such series of GTP Notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such GTP Notes. Furthermore, if the GTP Issuers were to default on a series of the GTP Notes, the trustee may demand, collect, take possession of, receive, settle, compromise, adjust, sue for, foreclose or realize upon all or any portion of the GTP Secured Towers securing such series, in which case GTP Issuers could lose the GTP Secured Towers and the revenue associated with those assets. |
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Under the GTP Indentures, the GTP Issuers are required to maintain reserve accounts, including for amounts received or due from tenants related to future periods, property taxes, insurance, ground rents, certain expenses and debt service. The $26.8 million held in the reserve accounts as of December 31, 2013 is classified as Restricted cash on the accompanying consolidated balance sheets. |
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Costa Rica Loan—In connection with the acquisition of MIPT, the Company assumed $32.6 million of secured debt in Costa Rica (the “Costa Rica Loan”). The interest rate under the Costa Rica Loan is the London Interbank Offered Rate (“LIBOR”) plus 5.50%, or 5.744% as of December 31, 2013. The loan agreement requires that the Company manage exposure to variability in interest rates on at least seventy percent of the amounts outstanding under the Costa Rica Loan. Accordingly, as of December 31, 2013, the Company holds three interest rate swap agreements with an aggregate notional value of $42.0 million with certain of the lenders under the Costa Rica Loan. After giving effect to the interest rate swap agreements, the facility accrues interest at a weighted average rate of 6.90%. On February 12, 2014, the Company repaid all amounts outstanding under the Costa Rica Loan and subsequently terminated the associated interest rate swap agreements. |
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Unison Notes—In connection with the Unison acquisition, the Company assumed $196.0 million of existing indebtedness with an acquisition date fair value of $209.3 million under the Unison Notes issued by Unison Ground Lease Funding, LLC (the “Unison Issuer”) in a securitization transaction (the “Unison Securitization”). The three classes of Unison Notes bear interest at rates of 5.349%, 6.392% and 9.522%, respectively, with anticipated repayment dates of April 15, 2017, April 15, 2020 and April 15, 2020, respectively, and a final maturity date of April 15, 2040. |
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The Unison Notes are secured by, among other things, liens on approximately 1,470 real property interests owned by two special purpose subsidiaries of the Unison Issuer (together with the Unison Issuer, the “Unison Obligors”) and other related assets. The indenture for the Unison Notes (the “Unison Indenture”) includes certain financial ratios and operating covenants and other restrictions customary for notes subject to rated securitizations. Among other things, the Unison Obligors are restricted from incurring other indebtedness or further encumbering their assets. |
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Under the terms of the Unison Indenture, the Unison Notes will be paid from the cash flows generated by the communications sites subject to the Unison Securitization. The Unison Issuer is required to make monthly payments of interest to holders of the Unison Notes. On a monthly basis, cash flows in excess of amounts needed to make debt service payments and other payments required under the Unison Indenture are to be distributed to the Unison Issuer, which may then be distributed to, and used by, the Company. The Unison Issuer may prepay the Unison Notes in whole or in part at any time, provided such payment is accompanied by applicable prepayment consideration. If the prepayment occurs within six months of the anticipated repayment date, no prepayment consideration is due. |
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A failure to comply with the covenants in the Unison Indenture could prevent the Unison Obligors from taking certain actions with respect to the property interests subject to the Unison Securitization and a failure to meet certain financial ratio tests could prevent excess cash flow from being distributed to the Unison Issuer. In addition, if the Unison Issuer were to default on the Unison Notes, the trustee could seek to foreclose upon the property interests subject to the Unison Securitization, in which case the Company could lose ownership of the property interests and the revenue associated with those property interests. |
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Colombian Bridge Loans—In connection with the acquisition of communications sites in Colombia, one of the Company’s Colombian subsidiaries entered into five COP denominated bridge loans for an aggregate principal amount outstanding of 94.0 billion COP (approximately $48.8 million), and on August 6, 2013, entered into an additional 14.0 billion COP bridge loan (approximately $7.3 million). |
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Mexican Loan—On November 1, 2013, in connection with the acquisition of towers in Mexico from NII, one of the Company’s Mexican subsidiaries entered into a 5.2 billion MXN denominated unsecured bridge loan (the “Mexican Loan”). On November 5, 2013, the Mexican subsidiary borrowed approximately 4.9 billion MXN (approximately $374.7 million). The Mexican subsidiary maintains the ability to draw down the remaining 0.3 billion MXN under the Mexican Loan until February 28, 2014. The Mexican Loan bears interest at a margin over the Equilibrium Interbank Interest Rate (“TIIE”). The interest rate will range between 0.25% and 1.50% above TIIE, pursuant to a schedule set forth in the credit agreement. As of December 31, 2013, the current margin over TIIE is 0.25%, which results in an interest rate of 4.040%. |
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Ghana Loan—In connection with the establishment of the Company’s joint venture with MTN Group and acquisitions of communications sites in Ghana, Ghana Tower Interco B.V., a 51% owned subsidiary of the Company, entered into a U.S. Dollar-denominated shareholder loan agreement (“Ghana Loan”), as the borrower, with a wholly owned subsidiary of the Company (“ATC Ghana Subsidiary”) and a wholly owned subsidiary of MTN Ghana (the “MTN Ghana Subsidiary”), as the lenders. Pursuant to the terms of the Ghana Loan, loans were made to the joint venture in connection with the acquisition of communications sites from MTN Ghana. Pursuant to the loan agreement, accrued interest was periodically capitalized and added to the principal amount outstanding through November 2013. The portion of the loans made by the ATC Ghana Subsidiary is eliminated in consolidation and the portion of the loans made by the MTN Ghana Subsidiary is reported as outstanding debt of the Company. |
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Uganda Loan—In connection with the establishment of the Company’s joint venture with MTN Group and acquisitions of communications sites in Uganda, Uganda Tower Interco B.V., a 51% owned subsidiary of the Company, entered into a U.S. Dollar-denominated shareholder loan agreement (the “Uganda Loan”), as the borrower, with a wholly owned subsidiary of the Company (the “ATC Uganda Subsidiary”) and a wholly owned subsidiary of MTN Uganda (the “MTN Uganda Subsidiary”), as the lenders. The Uganda Loan accrues interest at 5.30% above LIBOR, reset annually, which results in an interest rate of 5.984% as of December 31, 2013. Pursuant to the loan agreement, accrued interest is periodically capitalized and added to the principal amount outstanding through December 2014. The portion of the Uganda Loan made by the ATC Uganda Subsidiary is eliminated in consolidation, and the portion of the Uganda Loan made by the MTN Uganda Subsidiary is reported as outstanding debt of the Company. |
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South African Facility—In connection with the Company’s expansion initiatives in South Africa, one of the Company’s South African subsidiaries (the “SA Borrower”) entered into a 1.2 billion ZAR denominated credit facility (the “South African Facility”) in November 2011. During the year ended December 31, 2013, the SA Borrower borrowed an additional 116.3 million ZAR (approximately $12.0 million) and repaid 23.8 million ZAR (approximately $2.5 million). On September 30, 2013, the SA Borrower’s ability to draw on the South African Facility expired. |
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Principal and interest are payable quarterly in arrears with principal due in accordance with the repayment schedule included in the loan agreement. Outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. Commencing twenty-four months after financial close, the South African Facility may be prepaid in whole or in part without prepayment consideration. |
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The South African Facility is secured by, among other things, liens on towers owned by the SA Borrower. The loan agreement contains certain reporting, information, financial ratios and operating covenants. Failure to comply with certain of the financial and operating covenants would constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. Under the terms of the South African Facility, interest is payable quarterly at a rate generally equal to 3.75% per annum, plus the three month Johannesburg Interbank Agreed Rate (“JIBAR”), which results in an interest rate of 8.967% as of December 31, 2013. The loan agreement requires that the SA Borrower manage exposure to variability in interest rates on at least fifty percent of the amounts outstanding under the South African Facility. Accordingly, as of December 31, 2013, the SA Borrower holds fifteen interest rate swap agreements with an aggregate notional value of 469.4 million ZAR (approximately $44.7 million) with certain of the lenders under the South African Facility. After giving effect to the interest rate swap agreements, the facility accrues interest at a weighted average rate of 9.89%. |
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Colombian Long-Term Credit Facility—On October 19, 2012, one of the Company’s Colombian subsidiaries (“ATC Sitios”) entered into a loan agreement for a COP denominated long-term credit facility (the “Colombian Long-Term Credit Facility”), which it used to refinance the previously existing COP denominated short-term credit facility on November 30, 2012. |
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Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The Colombian Long-Term Credit Facility may be prepaid in whole or in part, subject to certain limitations and prepayment consideration, at any time. |
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Principal and interest are payable quarterly in arrears with principal due in accordance with the repayment schedule included in the loan agreement. Interest accrues at a per annum rate equal to 5.00% above the quarterly advanced Inter-bank Rate (“IBR”) in effect at the beginning of each Interest Period (as defined in the loan agreement), which results in an interest rate of 8.166% as of December 31, 2013. The loan agreement also requires that ATC Sitios manage exposure to variability in interest rates on at least fifty percent of the amounts outstanding under the Colombian Long-Term Credit Facility for the first four years of the loan, and seventy-five percent thereafter. Accordingly, ATC Sitios entered into an interest rate swap agreement with an aggregate notional value of 101.3 billion COP (approximately $52.5 million) with certain of the lenders under the Colombian Long-Term Credit Facility on December 5, 2012. As of December 31, 2013, the interest rate, after giving effect to the interest rate swap agreements, is 10.13%. |
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The Colombian Long-Term Credit Facility is secured by, among other things, liens on towers owned by ATC Sitios. The loan agreement contains certain reporting, information, financial ratios and operating covenants. Failure to comply with certain of the financial and operating covenants would constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. |
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Colombian Loan—In connection with the establishment of the Company’s joint venture with Millicom and the acquisition of certain communications sites in Colombia, ATC Colombia B.V., a 60% owned subsidiary of the Company, entered into a U.S. Dollar-denominated shareholder loan agreement (the “Colombian Loan”), as the borrower, with the Company’s wholly owned subsidiary (the “ATC Colombian Subsidiary”), and a wholly owned subsidiary of Millicom (the “Millicom Subsidiary”), as the lenders. Pursuant to the loan agreement, accrued interest is periodically capitalized and added to the principal amount outstanding. The portion of the Colombian Loan made by the ATC Colombian Subsidiary is eliminated in consolidation, and the portion of the Colombian Loan made by the Millicom Subsidiary is reported as outstanding debt of the Company. During the year ended December 31, 2013, the Company borrowed an additional $16.0 million, resulting in $35.7 million outstanding at December 31, 2013. |
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Indian Working Capital Facility—On April 29, 2013, one of the Company’s Indian subsidiaries (“ATC India”) entered into a working capital facility agreement (the “Indian Working Capital Facility”), which allows ATC India to borrow an amount not to exceed the Indian Rupee equivalent of $10.0 million. Any advances made pursuant to the Indian Working Capital Facility will be payable on the earlier of demand or six months following the borrowing date and the interest rate will be determined at the time of advance by the bank. ATC India has no amounts outstanding under the Indian Working Capital Facility. ATC India maintains the ability to draw down and repay amounts under the Indian Working Capital Facility in the ordinary course. |
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2011 Credit Facility—On June 28, 2013, the Company terminated the $1.0 billion unsecured revolving credit facility entered into in April 2011 (the “2011 Credit Facility”) upon entering into a new credit facility in June 2013, as described below, at the Company’s option without penalty or premium. The 2011 Credit Facility was undrawn at the time of termination. The 2011 Credit Facility had a term of five years and would have matured on April 8, 2016. During the year ended December 31, 2013, the Company recorded a Loss on retirement of long-term obligations in the accompanying consolidated statements of operations of $2.7 million, related to the acceleration of the remaining deferred financing costs associated with the 2011 Credit Facility. |
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2012 Credit Facility—On September 26, 2013, the Company borrowed $963.0 million under the $1.0 billion senior unsecured revolving credit facility entered into in January 2012 (the “2012 Credit Facility”) to partially fund its acquisition of MIPT. On October 29, 2013, the Company repaid $800.0 million under the 2012 Credit Facility using net proceeds from the term loan entered into in October 2013, as described below, and cash on hand. On December 30, 2013, the Company repaid an additional $75.0 million. In January 2014, the Company repaid all amounts outstanding with proceeds from a registered unsecured debt offering (see note 24). The Company maintains the ability to draw down and repay amounts under the 2012 Credit Facility in the ordinary course. |
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The 2012 Credit Facility does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium. The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the 2012 Credit Facility. The interest rate ranges between 1.075% to 2.400% above LIBOR for LIBOR based borrowings or between 0.075% to 1.400% above the defined base rate for base rate borrowings, in each case based upon the Company’s debt ratings. A quarterly commitment fee on the undrawn portion of the 2012 Credit Facility is required, ranging from 0.125% to 0.450% per annum, based upon the Company’s debt ratings. The current margin over LIBOR that the Company incurs on borrowings is 1.625%, which results in an interest rate of 1.795% as of December 31, 2013. The current commitment fee on the undrawn portion of the 2012 Credit Facility is 0.225%. |
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The loan agreement contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement would not only prevent the Company from being able to borrow additional funds, but would constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. |
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On September 20, 2013, the Company entered into an amendment agreement with respect to the 2012 Credit Facility, which (i) amended the definition of “Total Debt” to be net of unrestricted domestic cash and cash equivalents and (ii) increased the permitted ratio of Total Debt to Adjusted EBITDA (as defined therein) from 6.00 to 1.00 to 6.50 to 1.00 from September 30, 2013 to September 30, 2014. |
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On December 10, 2013, the Company entered into a second amendment agreement with respect to the 2012 Credit Facility. The second amendment (i) increased the limitation on indebtedness of, and guaranteed by, its subsidiaries from $600 million in the aggregate to $800 million in the aggregate, (ii) added a representation and warranty and a covenant regarding the Company and its subsidiaries’ compliance with sanctions laws and regulations, (iii) provided that compliance with the interest expense ratio is only required in the event that the Company’s debt ratings are below investment grade and (iv) increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $200 million to $250 million. |
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As of December 31, 2013, the Company has approximately $7.5 million of undrawn letters of credit under the 2012 Credit Facility. |
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2013 Credit Facility—On June 28, 2013, the Company entered into its $1.5 billion senior unsecured revolving credit facility, which was subsequently increased to $2.0 billion (the “2013 Credit Facility”). The 2013 Credit Facility initially allowed the Company to borrow up to $1.5 billion, and includes a $1.0 billion sublimit for multicurrency borrowings, a $200.0 million sublimit for letters of credit, a $50.0 million sublimit for swingline loans and an expansion option allowing the Company to request additional commitments of up to $500.0 million, which the Company exercised on September 20, 2013. |
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The 2013 Credit Facility has a term of five years and includes two one-year renewal periods at the Company’s option. Any outstanding principal and accrued but unpaid interest will be due and payable in full at final maturity. The 2013 Credit Facility does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium. |
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The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the 2013 Credit Facility. The interest rate ranges between 1.125% to 2.000% above LIBOR for LIBOR based borrowings or between 0.125% to 1.000% above the defined base rate for base rate borrowings, in each case based upon the Company’s debt ratings. A quarterly commitment fee on the undrawn portion of the 2013 Credit Facility is required, ranging from 0.125% to 0.400% per annum, based upon the Company’s debt ratings. The current margin over LIBOR that the Company incurs on borrowings is 1.250%, which results in an interest rate of 1.420% as of December 31, 2013. The current commitment fee on the undrawn portion of the new credit facility is 0.150%. |
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The loan agreement contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement would not only prevent the Company from being able to borrow additional funds, but would constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. |
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On September 20, 2013, the Company entered into an amendment agreement with respect to the 2013 Credit Facility, which (i) amended the definition of “Total Debt” to be net of unrestricted domestic cash and cash equivalents, (ii) increased the permitted ratio of Total Debt to Adjusted EBITDA (as defined therein) from 6.00 to 1.00 to 6.50 to 1.00 from September 30, 2013 to September 30, 2014 and (iii) added an additional expansion feature permitting the Company to request an additional increase of the commitments under the 2013 Credit Facility from time to time up to an aggregate additional $750.0 million, including in the form of a term loan, from any of the lenders or other eligible lenders that elect to make such increases available, upon the satisfaction of certain conditions. |
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On September 26, 2013, the Company borrowed $1,853.0 million under the 2013 Credit Facility to partially fund its acquisition of MIPT (see note 6). In January 2014, the Company used proceeds from a registered unsecured debt offering (see note 24), together with cash on hand, to repay $710.0 million of existing indebtedness and as a result, the Company has $1,143.0 million outstanding under the 2013 Credit Facility. The Company maintains the ability to draw down and repay amounts under the 2013 Credit Facility in the ordinary course. |
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As of December 31, 2013, the Company has approximately $2.8 million of undrawn letters of credit under the 2013 Credit Facility. |
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Short-Term Credit Facility—On September 20, 2013, the Company entered into a $1.0 billion senior unsecured revolving credit facility (the “Short-Term Credit Facility”). The Short-Term Credit Facility does not require amortization of payments and may be repaid prior to maturity in whole or in part at the Company’s option without penalty or premium. The unutilized portion of the commitments under the Short-Term Credit Facility may be irrevocably reduced or terminated by the Company in whole or in part without penalty. The Short-Term Credit Facility matures on September 19, 2014. |
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Amounts borrowed under the Short-Term Credit Facility will bear interest, at the Company’s option, at a margin above LIBOR or the defined base rate. For LIBOR based borrowings, interest rates will range from 1.125% to 2.000% above LIBOR. For base rate borrowings, interest rates will range from 0.125% to 1.000% above the defined base rate. In each case, the applicable margin is based upon the Company’s debt ratings. In addition, the loan agreement provides for a quarterly commitment fee on the undrawn portion of the Short-Term Credit Facility ranging from 0.125% to 0.400% per annum, based upon the Company’s debt ratings. The current margin over LIBOR that the Company would incur (should it choose LIBOR) on borrowings is 1.250% and the current commitment fee on the undrawn portion is 0.150%. |
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The loan agreement contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants would not only prevent the Company from being able to borrow additional funds, but would constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. |
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The Company has no amounts outstanding under the Short-Term Credit Facility as of December 31, 2013. The Company maintains the ability to draw down and repay amounts under the Short-Term Credit Facility in the ordinary course. |
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2012 Term Loan—On June 29, 2012, the Company entered into a $750.0 million unsecured term loan (“2012 Term Loan”). On October 29, 2013, the Company repaid the 2012 Term Loan upon entering into the $1.5 billion unsecured term loan (the “2013 Term Loan”), prior to its maturity without penalty or premium. The 2012 Term Loan had a term of five years and would have matured on June 29, 2017. On September 20, 2013, the Company entered into an amendment agreement with respect to the 2012 Term Loan, which (i) amended the definition of “Total Debt” to be net of unrestricted domestic cash and cash equivalents and (ii) increased the permitted ratio of Total Debt to Adjusted EBITDA (as defined therein) from 6.00 to 1.00 to 6.50 to 1.00. |
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2013 Term Loan—On October 29, 2013, the Company entered into the 2013 Term Loan and together with cash on hand, repaid all amounts outstanding under the 2012 Term Loan and $800.0 million of outstanding indebtedness under the 2012 Credit Facility. The 2013 Term Loan includes an expansion option allowing the Company to request additional commitments of up to $500 million. |
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Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The 2013 Term Loan may be paid prior to maturity in whole or in part at our option without penalty or premium. The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate. The interest rate ranges between 1.125% to 2.250% above LIBOR or between 0.125% to 1.250% above the defined base rate, in each case based upon our debt ratings. The current margin over LIBOR is 1.25%, which results in an interest rate of 1.420% as of December 31, 2013. |
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The loan agreement contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement would constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. |
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Outstanding Senior Notes |
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3.50% Senior Notes Offering—On January 8, 2013, the Company completed a registered public offering of $1.0 billion aggregate principal amount of 3.50% senior unsecured notes due 2023 (the “3.50% Notes”). The net proceeds from the offering were approximately $983.4 million, after deducting commissions and expenses. The Company used $265.0 million of the net proceeds to repay the outstanding indebtedness under the 2011 Credit Facility and $718.4 million to repay a portion of the outstanding indebtedness incurred under the 2012 Credit Facility. |
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Interest is payable semi-annually in arrears on January 31 and July 31 of each year, commencing on July 31, 2013. Interest on the notes began to accrue on January 8, 2013 and is computed on the basis of a 360-day year comprised of twelve 30-day months. |
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3.40% Senior Notes and 5.00% Senior Notes Offering—On August 19, 2013, the Company completed a registered public offering for $750.0 million aggregate principal amount of 3.40% senior unsecured notes due 2019 (the “3.40% Notes”) and $500.0 million aggregate principal amount of 5.00% senior unsecured notes due 2024 (the “5.00% Notes”). The net proceeds from the offering were approximately $1,238.7 million, after deducting commissions and estimated expenses. The Company used a portion of the proceeds to repay outstanding indebtedness under the 2013 Credit Facility. |
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On January 10, 2014, the Company completed a registered public offering of $250.0 million principal amount of reopened 3.40% Notes and $500.0 million principal amount of reopened 5.00% Notes (see note 24). |
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Accrued and unpaid interest on the 3.40% Notes and the 5.00% Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2014. Interest on the 3.40% Notes and the 5.00% Notes began to accrue from August 19, 2013 and is computed on the basis of a 360-day year comprised of twelve 30-day months. |
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The following table outlines key terms related to the Company’s outstanding senior notes as of December 31, 2013: |
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| | | Unamortized (Discount) | | | | | | |
| Aggregate Principal Amount | | 2013 | | 2012 | | Semi-annual interest | | Issue Date | | Maturity Date |
payments due |
| (in thousands) | | | | | | |
4.625% Notes | $ | 600,000 | | | $ | (206 | ) | | $ | (362 | ) | | April 1 and October 1 | | 20-Oct-09 | | April 1, 2015 |
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7.00% Notes | 500,000 | | | — | | | — | | | April 15 and October 15 | | 1-Oct-07 | | October 15, 2017 |
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4.50% Notes | 1,000,000 | | | (480 | ) | | (586 | ) | | January 15 and July 15 | | 7-Dec-10 | | January 15, 2018 |
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3.40 % Notes | 750,000 | | | (627 | ) | | — | | | February 15 and August 15 | | 19-Aug-13 | | February 15, 2019 |
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7.25% Notes | 300,000 | | | (3,252 | ) | | (3,728 | ) | | May 15 and November 15 | | 10-Jun-09 | | May 15, 2019 |
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5.05% Notes | 700,000 | | | (587 | ) | | (667 | ) | | March 1 and September 1 | | 16-Aug-10 | | September 1, 2020 |
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5.90% Notes | 500,000 | | | (586 | ) | | (644 | ) | | May 1 and November 1 | | 6-Oct-11 | | November 1, 2021 |
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4.70% Notes | 700,000 | | | (1,129 | ) | | (1,240 | ) | | March 15 and September 15 | | 12-Mar-12 | | March 15, 2022 |
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3.50% Notes | 1,000,000 | | | (7,480 | ) | | — | | | January 31 and July 31 | | 8-Jan-13 | | January 31, 2023 |
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5.00% Notes | 500,000 | | | (545 | ) | | — | | | February 15 and August 15 | | 19-Aug-13 | | February 15, 2024 |
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The Company may redeem each of the series of senior notes at any time at a redemption price equal to 100% of the principal amount of such notes, plus a make-whole premium, together with accrued interest to the redemption date. Each of the applicable indentures, including any supplemental indentures (the “Indentures”) for the notes contain certain covenants that restrict the Company’s ability to merge, consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness, if the aggregate amount of such liens shall not exceed 3.5x Adjusted EBITDA, as defined in the applicable Indenture for each of the notes. If the Company undergoes a change of control and ratings decline, each as defined in the Indentures, the Company may be required to repurchase one or more series of notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest (including additional interest, if any) up to, but not including, the date of repurchase. The notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of the Company’s subsidiaries. |
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Capital Lease and Other Obligations—The Company’s capital lease and other obligations approximated $73.4 million and $57.3 million as of December 31, 2013 and 2012, respectively. These obligations are secured by the related assets, bear interest at rates of 2.57% to 8.00%, and mature in periods ranging from less than one year to approximately seventy years. |
Maturities—As of December 31, 2013, aggregate principal maturities of long-term debt, including capital leases, for the next five years and thereafter are expected to be (in thousands): |
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Year Ending December 31, | | | | | | | | | | | | | | | |
2014 | $ | 70,132 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
2015 | 1,252,591 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
2016 | 912,402 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
2017 | 787,297 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
2018 | 3,643,836 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Thereafter | 7,769,480 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Total cash obligations | 14,435,738 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Unamortized discounts and premiums, net | 42,540 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance as of December 31, 2013 | $ | 14,478,278 | | | | | | | | | | | | | | | |
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