Debt Facilities | 12 Months Ended |
Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
Debt Facilities | 9. Debt Facilities |
Mortgage and Loans Payable |
The Company’s mortgage and loans payable consisted of the following as of December 31 (in thousands): |
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| | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | |
Term loans | | $ | 500,000 | | | $ | 140,000 | | | | | |
ALOG financings | | | 56,863 | | | | 67,882 | | | | | |
Mortgage payable | | | 34,851 | | | | 40,825 | | | | | |
Other loans payable | | | 1,757 | | | | 1,829 | | | | | |
| | | | | | | | | | | | |
| | | 593,471 | | | | 250,536 | | | | | |
Less the amount representing debt discount | | | (1,600 | ) | | | — | | | | | |
Add the amount representing mortgage premium | | | 2,281 | | | | 2,672 | | | | | |
| | | | | | | | | | | | |
| | | 594,152 | | | | 253,208 | | | | | |
Less current portion | | | (59,466 | ) | | | (53,508 | ) | | | | |
| | | | | | | | | | | | |
| | $ | 534,686 | | | $ | 199,700 | | | | | |
| | | | | | | | | | | | |
Senior Credit Facility |
In December 2014, the Company entered into a credit agreement with a group of lenders for a $1,500,000,000 credit facility (“Senior Credit Facility”), comprised of a $1,000,000,000 multicurrency revolving credit facility (“revolving credit facility”) and a $500,000,000 multicurrency term loan facility (“term loan facility”). The Senior Credit Facility contains two financial covenants with which the Company must comply on a quarterly basis, including a maximum consolidated net lease adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio. The Senior Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries and is secured by its domestic accounts receivable as well as pledges of the equity interest of certain of the Company’s direct and indirect subsidiaries. The revolving credit facility and the term loan facility both have a five-year term, maturing on December 17, 2019, subject to the satisfaction of certain conditions with respect to the Company’s outstanding convertible subordinated notes. The Company may use the remaining Senior Credit Facility for working capital, capital expenditures and other corporate purpose. |
The Company is required to repay the term loan facility in quarterly installments in the amount of $10,000,000 per quarter, with a balloon payment of $300,000,000 at the end of the term. The term loan bears interest at a rate based on LIBOR or, at the Company’s option, the base rate, which is defined as the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Bank of America prime rate and (c) one-month LIBOR plus, in either case, a margin that varies as a function of the Company’s consolidated net lease adjusted leverage ratio that ranges between 1.25% and 1.75% per annum if the Company elects to use the LIBOR index and in the range of 0.25% to 0.75% per annum if the Company elects to use the base rate index. In December 2014, the Company utilized $110,740,000 of the term loan facility to repay the remaining principal of the U.S. term loan as well as fees and interest. |
The revolving credit facility allows the Company to borrow, repay and reborrow over the term. The revolving credit facility provides a sublimit for the issuance of letters of credit of up to $150,000,000 at any one time. Borrowings under the revolving credit facility bear interest at a rate based on LIBOR or, at the Company’s option, the base rate, as defined above, plus, in either case, a margin that varies as a function of its consolidated net lease adjusted leverage ratio that ranges between 1.00% and 1.40% per annum if the Company elects to use the LIBOR index and in the range of 0.25% to 0.75% per annum if the Company elects to use the base rate index. The Company is required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee is based on the same margin that applies from time to time to LIBOR-indexed borrowings under the revolving credit line. The Company is also required to pay a quarterly facility fee ranging from 0.25% to 0.35% per annum of the revolving credit facility, regardless of the amount utilized, which fee also varies as a function of our consolidated net lease adjusted leverage ratio. In December 2014, the outstanding letters of credit issued under the U.S. revolving credit line (see below) were assumed under the revolving credit facility and the U.S. revolving credit line was terminated. |
As of December 31, 2014, the Company had $500,000,000 outstanding under the term loan facility with an effective interest rate of 1.66% per annum. As of December 31, 2014, the Company had 26 irrevocable letters of credit totaling $43,330,000 issued and outstanding under the revolving credit facility. As a result, the amount available to the Company to borrow under the revolving credit facility was $956,670,000 as of December 31, 2014. As of December 31, 2014, the Company was in compliance with all covenants of the Senior Credit Facility. Debt issuance costs related to the Senior Credit Facility financing, net of amortization, were $10,159,000 as of December 31, 2014. |
U.S. Financing |
In June 2012, the Company entered into a credit agreement with a group of lenders for a $750,000,000 credit facility (the “U.S. Financing”), comprised of a $200,000,000 term loan facility (the “U.S. Term Loan”) and a $550,000,000 multicurrency revolving credit facility (the “U.S. Revolving Credit Line”). The U.S. Term Loan bore interest at a rate based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Bank of America prime rate and (c) one-month LIBOR plus 1.00%) plus, in either case, a margin that varies as a function of the Company’s senior leverage ratio in the range of 1.25%-2.00% per annum if the Company elects to use the LIBOR index and in the range of 0.25%-1.00% per annum if the Company elected to use the Base Rate index. In July 2012, the Company fully utilized the U.S. Term Loan and used the funds to prepay the outstanding balance of and terminate a multi-currency credit facility in the Company’s Asia-Pacific region. Borrowings under the U.S. Revolving Credit Line bore interest at a rate based on LIBOR or, at the option of the Company, the Base Rate (defined above) plus, in either case, a margin that varies as a function of the Company’s senior leverage ratio in the range of 0.95%-1.60% per annum if the Company elected to use the LIBOR index and in the range of 0.00%-0.60% per annum if the Company elected to use the Base Rate index. The Company was required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee was based on the same margin that applies from time to time to LIBOR-indexed borrowings under the U.S. Revolving Credit Line. The Company was also required to pay a quarterly facility fee ranging from 0.30%-0.40% per annum of the U.S. Revolving Credit Line (regardless of the amount utilized), which fee also varied as a function of the Company’s senior leverage ratio. In June 2012, the outstanding letters of credit issued under an existing revolving credit facility were replaced by the U.S. Revolving Credit Line and the existing revolving credit facility was terminated. |
In December 2014, the Company paid down the remaining principal of U.S. Term Loan of $110,000,000 and replaced the U.S. Revolving Credit Line with the revolving credit facility (see above). As a result, the Company recorded a loss on debt extinguishment of $2,534,000. |
ALOG Financings |
In November 2013, ALOG completed a 60,318,000 Brazilian real borrowing agreement, or approximately $25,536,000 (the “2013 ALOG Financing”). The 2013 ALOG Financing has a five-year term with semi-annual principal payments beginning in the third year of its term and semi-annual interest payments during the entire term. The 2013 ALOG Financing bears an interest rate of 2.25% above the local borrowing rate. The 2013 ALOG Financing contains financial covenants, which ALOG must comply with annually, consisting of a leverage ratio and a fixed charge coverage ratio. As of December 31, 2014, the Company was in compliance with all financial covenants under the 2013 ALOG Financing. The 2013 ALOG Financing is not guaranteed by ALOG or the Company. The 2013 ALOG Financing is not secured by ALOG’s or the Company’s assets. The 2013 ALOG Financing has a final maturity date of November 2018. During the three months ended December 31, 2013, ALOG fully utilized the 2013 ALOG Financing. As of December 31, 2014, the effective interest rate under the 2013 ALOG Financing was 13.82% per annum. |
In June 2012, ALOG completed a 100,000,000 Brazilian real borrowing agreement, or approximately $48,807,000 (the “2012 ALOG Financing”). The 2012 ALOG Financing has a five-year term with semi-annual principal payments beginning in the third year of its term and quarterly interest payments during the entire term. The 2012 ALOG Financing bears an interest rate of 2.75% above the local borrowing rate. The 2012 ALOG Financing contains financial covenants, which ALOG must comply with annually, consisting of a leverage ratio and a fixed charge coverage ratio. As of December 31, 2014, the Company was in compliance with all financial covenants under the 2012 ALOG Financing. The 2012 ALOG Financing is not guaranteed by ALOG or the Company. The 2012 ALOG Financing is not secured by ALOG’s or the Company’s assets. The 2012 ALOG Financing has a final maturity date of June 2017. During the three months ended September 30, 2012, ALOG fully utilized the 2012 ALOG Financing and used a portion of the funds to prepay and terminate ALOG loans payable outstanding. As of December 31, 2014, the effective interest rate under the 2012 ALOG Financing was 14.32% per annum. |
Mortgage Payable |
In October 2013, as a result of the Frankfurt Kleyer 90 Carrier Hotel Acquisition, the Company assumed a mortgage payable of $42,906,000 (see Note 2) with an effective interest rate of 4.25%. The mortgage payable has monthly principal and interest payments and has an expiration date of August 2022. |
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Convertible Debt |
The Company’s convertible debt consisted of the following as of December 31 (in thousands): |
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| | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | |
3.00% Convertible Subordinated Notes | | $ | — | | | $ | 395,986 | | | | | |
4.75% Convertible Subordinated Notes | | | 157,885 | | | | 373,724 | | | | | |
| | | | | | | | | | | | |
| | | 157,885 | | | | 769,710 | | | | | |
Less amount representing debt discount | | | (12,032 | ) | | | (45,508 | ) | | | | |
| | | | | | | | | | | | |
| | $ | 145,853 | | | $ | 724,202 | | | | | |
| | | | | | | | | | | | |
3.00% Convertible Subordinated Notes |
In September 2007, the Company issued $395,986,000 aggregate principal amount of 3.00% Convertible Subordinated Notes due October 15, 2014 (the “3.00% Convertible Subordinated Notes”). Interest is payable semi-annually on April 15 and October 15 of each year and commenced April 15, 2008. |
In June 2014, the Company entered into an agreement with a note holder to exchange an aggregate of $217,199,000 of the principal amount of the 3.00% Convertible Subordinated Notes for 1,948,578 shares of the Company’s common stock and $5,387,000 in cash, comprised of accrued interest and a premium. As a result, the Company recognized a loss on debt extinguishment of $4,210,000 during the three months ended June 30, 2014 in its consolidated statement of operations. In the Company’s consolidated statement of cash flows for the year ended December 31, 2014, the premium paid was included within net cash provided by financing activities and the accrued interest paid was included within net cash provided by operating activities. |
In October 2014, upon maturity the Company settled with the remaining holders of 3.00% Convertible Subordinated Notes. The conversion rate was adjusted to 8.9264 per $1,000 principal amount of 3.00% convertible notes. Approximately $178,741,000 in aggregate principal amount of the 3.00% Convertible Subordinated Notes was converted into 1,595,496 shares of common stock. The remaining 3.00% Convertible Subordinated Notes, plus accrued interest, were settled in cash. |
4.75% Convertible Subordinated Notes |
In June 2009, the Company issued $373,750,000 aggregate principal amount of 4.75% Convertible Subordinated Notes due June 15, 2016 (the “4.75% Convertible Subordinated Notes”). Interest is payable semi-annually on June 15 and December 15 of each year and commenced on December 15, 2009. |
The 4.75% Convertible Subordinated Notes are governed by an Indenture dated as of June 12, 2009, between the Company, as issuer, and U.S. Bank National Association, as trustee (the “4.75% Convertible Subordinated Notes Indenture”). The 4.75% Convertible Subordinated Notes Indenture does not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by the Company. The 4.75% Convertible Subordinated Notes are unsecured and rank junior in right of payment to the Company’s existing or future senior debt and equal in right of payment to the Company’s existing and future subordinated debt. |
Upon conversion, holders will receive, at the Company’s election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. However, the Company may at any time irrevocably elect for the remaining term of the 4.75% Convertible Subordinated Notes to satisfy its obligation in cash up to 100% of the principal amount of the 4.75% Convertible Subordinated Notes, with any remaining amount to be satisfied, at the Company’s election, in shares of its common stock or a combination of cash and shares of its common stock. |
The initial conversion rate is 11.8599 shares of common stock per $1,000 principal amount of the 4.75% Convertible Subordinated Notes, subject to adjustment. This represents an initial conversion price of approximately $84.32 per share of common stock. In November 2014, the Company adjusted the conversion rate of the 4.75% Convertible Subordinated Notes from 11.8599 shares of its common stock per $1,000 principal amount of the notes to 12.2736 shares per $1,000 principal amount of the notes, which took effective as of October 24, 2014. The adjustment was the result of the declaration of the 2014 Special Distribution. This represents an adjusted conversion price of approximately $81.48 per share of common stock. |
Holders of the 4.75% Convertible Subordinated Notes may convert their notes at any time prior to the close of business on the business day immediately preceding the maturity date under the following circumstances: |
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| • | | during any fiscal quarter (and only during that fiscal quarter) ending after December 31, 2009, if the sale price of the Company’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, is greater than 130% of the adjusted conversion price per share of common stock on such last trading day, which was approximately $105.92 per share after the adjustment from the 2014 Special Distribution (the “Stock Price Condition Conversion Clause”); | | | | | | | | | |
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| • | | subject to certain exceptions, during the five business day period following any 10 consecutive trading day period in which the trading price of the 4.75% Convertible Subordinated Notes for each day of such period was less than 98% of the product of the sale price of the Company’s common stock and the conversion rate (the “4.75% Convertible Subordinated Notes Parity Provision Clause”); | | | | | | | | | |
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| • | | upon the occurrence of specified corporate transactions described in the 4.75% Convertible Subordinated Notes Indenture, such as a consolidation, merger or binding share exchange in which the Company’s common stock would be converted into cash or property other than securities (the “Corporate Action Provision Clause”); or | | | | | | | | | |
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| • | | at any time on or after March 15, 2016. | | | | | | | | | |
Upon conversion, if the Company elected to pay a sufficiently large portion of the conversion obligation in cash, additional consideration beyond the gross proceeds received would be required. |
Holders of the 4.75% Convertible Subordinated Notes were eligible to convert their notes during the year ended December 31, 2014 and are eligible to convert their notes during the three months ending March 31, 2015, since the Stock Price Condition Conversion Clause was met during the applicable periods. As of December 31, 2014, had the holders of the 4.75% Convertible Subordinated Notes converted their notes, the 4.75% Convertible Subordinated Notes would have been convertible into a maximum of 1,937,817 shares of the Company’s common stock. |
The conversion rates may be adjusted upon the occurrence of certain events, including for any cash dividend, but they will not be adjusted for accrued and unpaid interest. Holders of the 4.75% Convertible Subordinated Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. |
The Company does not have the right to redeem the 4.75% Convertible Subordinated Notes at its option. Holders of the 4.75% Convertible Subordinated Notes have the right to require the Company to purchase with cash all or a portion of the 4.75% Convertible Subordinated Notes upon the occurrence of a fundamental change, such as a change of control at a purchase price equal to 100% of the principal amount of the 4.75% Convertible Subordinated Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Following certain corporate transactions that constitute a change of control, the Company will increase the conversion rate for a holder who elects to convert the 4.75% Convertible Subordinated Notes in connection with such change of control in certain circumstances. |
Under an accounting standard for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement), the Company separated the 4.75% Convertible Subordinated Notes into a liability component and an equity component. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability (including any embedded features other than the conversion option) that does not have an associated equity component. The carrying amount of the equity component representing the embedded conversion option was determined by deducting the fair value of the liability component from the initial proceeds ascribed to the 4.75% Convertible Subordinated Notes as a whole. The excess of the principal amount of the liability component over its carrying amount is amortized to interest expense over the expected life of a similar liability that does not have an associated equity component using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification as prescribed in the accounting standard for derivative financial instruments indexed to, and potentially settled in, an entity’s own common stock and the accounting standard for determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. |
In May and June 2014, the Company entered into agreements with certain note holders to exchange an aggregate of $215,830,000 of the principal amount of the 4.75% Convertible Subordinated Notes for 2,411,851 shares of the Company’s common stock and $51,671,000 in cash, comprised of accrued interest, premium and cash paid in lieu of issuing shares for certain note holders’ principal amount. As a result, the Company recognized a loss on debt extinguishment of $46,973,000 for the year ended December 31, 2014 in its consolidated statement of operations. The loss on debt extinguishment included the premium paid and the excess of the fair value of liability component of the 4.75% Convertible Subordinated Notes over its carrying amount, including debt discount and unamortized debt issuance costs, in accordance with the accounting standard for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement). In the Company’s consolidated statement of cash flows for the year ended December 31, 2014, the premium and cash paid in lieu of issuing shares to settle a portion of the principal amount were included within net cash provided by financing activities and the accrued interest paid was included within net cash provided by operating activities. |
Issuance and transaction costs incurred at the time of the issuance of the 4.75% Convertible Subordinated Notes with third parties are allocated to the liability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively. The 4.75% Convertible Subordinated Notes consisted of the following as of December 31 (in thousands): |
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| | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | |
Equity component (1) | | $ | 44,278 | | | $ | 104,794 | | | | | |
| | | | | | | | | | | | |
Liability component: | | | | | | | | | | | | |
Principal | | $ | 157,885 | | | $ | 373,724 | | | | | |
Less debt discount, net (2) | | | (12,032 | ) | | | (45,508 | ) | | | | |
| | | | | | | | | | | | |
Net carrying amount | | $ | 145,853 | | | $ | 328,216 | | | | | |
| | | | | | | | | | | | |
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| -1 | Included in the consolidated balance sheets within additional paid-in capital. | | | | | | | | | | |
| -2 | Included in the consolidated balance sheets within convertible debt and is amortized over the remaining life of the 4.75% Convertible Subordinated Notes. | | | | | | | | | | |
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As of December 31, 2014, the remaining life of the 4.75% Convertible Subordinated Notes was 1.46 years. |
The following table sets forth total interest expense recognized related to the 4.75% Convertible Subordinated Notes for the years ended December 31 (in thousands): |
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| | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | |
Contractual interest expense | | $ | 10,976 | | | $ | 17,753 | | | | | |
Amortization of debt issuance costs | | | 629 | | | | 1,022 | | | | | |
Amortization of debt discount | | | 10,448 | | | | 15,482 | | | | | |
| | | | | | | | | | | | |
| | $ | 22,053 | | | $ | 34,257 | | | | | |
| | | | | | | | | | | | |
Effective interest rate of the liability component | | | 10.88 | % | | | 10.88 | % | | | | |
To minimize the impact of potential dilution upon conversion of the 4.75% Convertible Subordinated Notes, the Company entered into capped call transactions (“the Capped Call”) separate from the issuance of the 4.75% Convertible Subordinated Notes and paid a premium of $49,664,000 for the Capped Call in 2009. Under the Capped Call, the Company effectively raised the conversion price of the 4.75% Convertible Subordinated Notes from $84.32 to $114.82. In May and June 2014, the Company amended the Capped Call to provide that early exchanges of the 4.75% Convertible Subordinated Notes would not result in the termination of a relative amount of the Capped Call if the Company did not exercise the Capped Call at the time the 4.75% Convertible Subordinated Notes were exchanged. Instead, the Capped Call will remain outstanding in its entirety. The amendment to the Capped Call had no impact to the Company’s condensed consolidated financial statements for the year ended December 31, 2014, pursuant to the accounting standard for derivative financial instruments indexed to, and potentially settled in, an entity’s own common stock and the accounting standard for determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Pursuant to the declaration of the special distribution in October 2014, the Company further amended the Capped Call agreement to adjust the effective conversion price of the 4.75% Convertible Subordinated Notes from $81.48 to $110.85 per share of common stock. Depending upon the Company’s stock price at the time the 4.75% Convertible Subordinated Notes are redeemed, the Capped Call will return up to 1,215,406 shares of the Company’s common stock to the Company; however, the Company will receive no benefit from the Capped Call if the Company’s stock price is $81.48 or lower at the time of conversion and will receive less shares than the 1,215,406 share maximum as described above for share prices in excess of $110.85 at the time of conversion than it would have received at a share price of $110.85 (the Company’s benefit from the Capped Call is capped at $110.85 and the benefit received begins to decrease above this price). |
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Senior Notes |
The Company’s senior notes consisted of the following as of December 31 (in thousands): |
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| | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | |
5.375% Senior Notes due 2023 | | $ | 1,000,000 | | | $ | 1,000,000 | | | | | |
5.375% Senior Notes due 2022 | | | 750,000 | | | | — | | | | | |
4.875% Senior Notes due 2020 | | | 500,000 | | | | 500,000 | | | | | |
5.75% Senior Notes due 2025 | | | 500,000 | | | | — | | | | | |
7.00% Senior Notes due 2021 | | | — | | | | 750,000 | | | | | |
| | | | | | | | | | | | |
| | $ | 2,750,000 | | | $ | 2,250,000 | | | | | |
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2022 Senior Notes and 2025 Senior Notes |
In November 2014, The Company issued $750,000,000 million aggregate principal amount of 5.375% senior notes due January 1, 2022, and $500,000,000 million aggregate principal amount of 5.750% senior notes due January 1, 2025, which are referred to as the “2022 Senior Notes” and “2025 Senior Notes”, respectively. Interest on each series of the notes is payable semi-annually in arrears on January 1 and July 1 of each year, commencing on July 1, 2015. |
Both senior notes are unsecured and rank equal in right of payment to the Company’s existing or future senior indebtedness and senior in right of payment to the Company’s existing and future subordinated indebtedness. The senior notes are effectively subordinated to all of the existing and future secured debt, including debt outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing such debt. They are also structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of any of the Company’s subsidiaries. |
The senior notes are governed by an indenture which contains covenants that limit the Company’s ability and the ability of its subsidiaries to, among other things: |
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| • | | incur additional debt; | | | | | | | | | |
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| • | | pay dividends or make other restricted payments; | | | | | | | | | |
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| • | | purchase, redeem or retire capital stock or subordinated debt; | | | | | | | | | |
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| • | | make asset sales; | | | | | | | | | |
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| • | | enter into transactions with affiliates; | | | | | | | | | |
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| • | | incur liens; | | | | | | | | | |
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| • | | enter into sale-leaseback transactions; | | | | | | | | | |
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| • | | provide subsidiary guarantees; | | | | | | | | | |
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| • | | make investments; and | | | | | | | | | |
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| • | | merge or consolidate with any other person. | | | | | | | | | |
At any time prior to January 1, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2022 Senior Notes (calculated giving effect to any issuance of additional notes of such series) outstanding under the 2022 Senior Notes indenture, at a redemption price equal to 105.375% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings, provided that (i) at least 65% of the aggregate principal amount of the 2022 Senior Notes issued under the 2022 indenture remains outstanding immediately after the occurrence of such redemption (excluding 2022 Senior Notes held by the Company and its subsidiaries) and (ii) the redemption must occur within 90 days of the date of the closing of such equity offerings. |
On or after January 1, 2018, the Company may redeem all or a part of the 2022 Senior Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning January 1 of the years indicated below: |
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| | | | | | | | | | | | |
| | Redemption price of the 2022 Notes | | | | | | | | | |
2018 | | | 104.031 | % | | | | | | | | |
2019 | | | 102.688 | % | | | | | | | | |
2020 | | | 101.344 | % | | | | | | | | |
2021 and thereafter | | | 100 | % | | | | | | | | |
In addition, at any time prior to January 1, 2018, the Company may redeem all or a part of the 2022 Senior Notes at a redemption price equal to 100% of the principal amount of 2022 Senior Notes redeemed plus the applicable premium (the “2022 Senior Notes Applicable Premium”) as of, and accrued and unpaid interest, if any, to, but not including, the date of the redemption, subject to the rights of the holders of record of 2022 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date. The 2022 Senior Notes Applicable Premium means the greater of: |
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| • | | 1.0% of the principal amount of the 2022 Senior Notes; | | | | | | | | | |
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| • | | the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2022 Senior Notes at January 1, 2018 (such redemption price being set forth in the table as shown in the above table ), plus (ii) all required interest payments due on the 2022 Senior Notes through January 1, 2018 (excluding accrued but unpaid interest, if any, to, but not including the, the redemption date,) computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; and | | | | | | | | | |
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| • | | the principal amount of the 2022 Senior Notes. | | | | | | | | | |
At any time prior to January 1, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes (calculated giving effect to any issuance of additional notes of such series) outstanding under the 2025 Senior Notes indenture, at a redemption price equal to 105.750% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that (1) at least 65% of the aggregate principal amount of the 2025 Senior Notes issued under the 2025 Senior Notes indenture remains outstanding immediately after the occurrence of such redemption (excluding 2025 Senior Notes held by the Company and its subsidiaries); and (2) the redemption must occur within 90 days of the date of the closing of such equity offering. |
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On or after January 1, 2020, the Company may redeem all or a part of the 2025 Senior Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning January 1 of the years indicated below: |
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| | Redemption price of the 2025 Notes | | | | | | | | | |
2020 | | | 102.875 | % | | | | | | | | |
2021 | | | 101.917 | % | | | | | | | | |
2022 | | | 100.958 | % | | | | | | | | |
2023 and thereafter | | | 100 | % | | | | | | | | |
In addition, at any time prior to January 1, 2020, the Company may also redeem all or a part of the 2025 Senior Notes at a redemption price equal to 100% of the principal amount of 2025 Senior Notes redeemed plus the applicable premium (the “2025 Senior Notes Applicable Premium”) as of, and accrued and unpaid interest, if any, to, but not including, the redemption date, subject to the rights of holders of record of 2025 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date. The 2025 Senior Notes Applicable Premium means the greater of: |
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| • | | 1.0% of the principal amount of the 2025 Senior Notes; | | | | | | | | | |
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| • | | the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2025 Senior Notes at January 1, 2020 (such redemption price being set forth in the table as shown in the above table ), plus (ii) all required interest payments due on the 2025 Senior Notes through January 1, 2020 (excluding accrued but unpaid interest, if any, to, but not including the, the redemption date,) computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; and | | | | | | | | | |
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| • | | the principal amount of the 2025 Senior Notes. | | | | | | | | | |
As of December 31, 2014, debt issuance costs related to the 2022 Senior Notes and 2025 Senior Notes, net of amortization, were $16,762,000. |
2020 Senior Notes and 2023 Senior Notes |
In March 2013, the Company issued $1,500,000,000 aggregate principal amount of senior notes, which consist of $500,000,000 aggregate principal amount of 4.875% senior notes due April 1, 2020 (the “2020 Senior Notes”) and $1,000,000,000 aggregate principal amount of 5.375% senior notes due April 1, 2023 (the “2023 Senior Notes”). Interest on both the 2020 Senior Notes and the 2023 Senior Notes is payable semi-annually on April 1 and October 1 of each year and commenced on October 1, 2013. |
The 2020 Senior Notes and the 2023 Senior Notes are governed by separate indentures dated March 5, 2013, between the Company, as issuer, and U.S. Bank National Association, as trustee (the “Senior Notes Indentures”). The Senior Notes Indentures contain covenants that limit the Company’s ability and the ability of its subsidiaries to, among other things: |
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| • | | incur additional debt; | | | | | | | | | |
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| • | | pay dividends or make other restricted payments; | | | | | | | | | |
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| • | | purchase, redeem or retire capital stock or subordinated debt; | | | | | | | | | |
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| • | | make asset sales; | | | | | | | | | |
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| • | | enter into transactions with affiliates; | | | | | | | | | |
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| • | | incur liens; | | | | | | | | | |
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| • | | enter into sale-leaseback transactions; | | | | | | | | | |
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| • | | provide subsidiary guarantees; | | | | | | | | | |
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| • | | make investments; and | | | | | | | | | |
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| • | | merge or consolidate with any other person. | | | | | | | | | |
Each of these restrictions has a number of important qualifications and exceptions. The 2020 Senior Notes and the 2023 Senior Notes are unsecured and rank equal in right of payment with the Company’s existing or future senior unsecured debt and senior in right of payment with the Company’s existing and future subordinated debt. The 2020 Senior Notes and the 2023 Senior Notes are junior to the Company’s secured indebtedness and guaranteed indebtedness of its subsidiaries. |
At any time prior to April 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2020 Senior Notes outstanding at a redemption price equal to 104.875% of the principal amount of the 2020 Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that (i) at least 65% of the aggregate principal amount of the 2020 Senior Notes issued under the 2020 Senior Notes indenture remains outstanding immediately after the occurrence of such redemption (excluding the 2020 Senior Notes held by the Company and its subsidiaries); and (ii) the redemption must occur within 90 days of the date of the closing of such equity offering. |
On or after April 1, 2017, the Company may redeem all or a part of the 2020 Senior Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: |
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| | | | | | | | | | | | |
| | Redemption price of the 2020 Senior Notes | | | | | | | | | |
2017 | | | 102.438 | % | | | | | | | | |
2018 | | | 101.219 | % | | | | | | | | |
2019 and thereafter | | | 100 | % | | | | | | | | |
At any time prior to April 1, 2017, the Company may also redeem all or a part of the 2020 Senior Notes at a redemption price equal to 100% of the principal amount of the 2020 Senior Notes redeemed plus an applicable premium (the “2020 Senior Notes Applicable Premium”), and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “2020 Senior Notes Redemption Date”). The 2020 Senior Notes Applicable Premium means the greater of: |
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| • | | 1.0% of the principal amount of the 2020 Senior Notes; and | | | | | | | | | |
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| • | | the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2020 Senior Notes at April 1, 2017 as shown in the above table, plus (ii) all required interest payments due on the 2020 Senior Notes through April 1, 2017 (excluding accrued but unpaid interest, if any, to, but not including the 2020 Senior Notes Redemption Date), computed using a discount rate equal to the yield to maturity of the U.S. Treasury securities with a constant maturity most nearly equal to the period from the 2020 Senior Notes Redemption Date to April 1, 2017, plus 0.50%; over (b) the principal amount of the 2020 Senior Notes. | | | | | | | | | |
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At any time prior to April 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2023 Senior Notes outstanding at a redemption price equal to 105.375% of the principal amount of the 2023 Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that (i) at least 65% of the aggregate principal amount of the 2023 Senior Notes issued under the 2023 Senior Notes indenture remains outstanding immediately after the occurrence of such redemption (excluding the 2023 Senior Notes held by the Company and its subsidiaries); and (ii) the redemption must occur within 90 days of the date of the closing of such equity offering. |
On or after April 1, 2018, the Company may redeem all or a part of the 2023 Senior Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: |
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| | Redemption price of the 2023 Senior Notes | | | | | | | | | |
2018 | | | 102.688 | % | | | | | | | | |
2019 | | | 101.792 | % | | | | | | | | |
2020 and thereafter | | | 100.896 | % | | | | | | | | |
2021 and thereafter | | | 100 | % | | | | | | | | |
At any time prior to April 1, 2018, the Company may also redeem all or a part of the 2023 Senior Notes at a redemption price equal to 100% of the principal amount of the 2023 Senior Notes redeemed plus an applicable premium (the “2023 Senior Notes Applicable Premium”), and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “2023 Senior Notes Redemption Date”). The 2023 Senior Notes Applicable Premium means the greater of: |
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| • | | 1.0% of the principal amount of the 2023 Senior Notes; and | | | | | | | | | |
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| • | | the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2023 Senior Notes at April 1, 2018 as shown in the above table, plus (ii) all required interest payments due on the 2023 Senior Notes through April 1, 2018 (excluding accrued but unpaid interest, if any, to, but not including the 2023 Senior Notes Redemption Date), computed using a discount rate equal to the yield to maturity of the U.S. Treasury securities with a constant maturity most nearly equal to the period from the 2023 Senior Notes Redemption Date to April 1, 2018, plus 0.50%; over (b) the principal amount of the 2023 Senior Notes. | | | | | | | | | |
Debt issuance costs related to the 2020 Senior Notes and 2023 Senior Notes, net of amortization, were $16,193,000 as of December 31, 2014. |
7.00% Senior Notes |
In July 2011, the Company issued $750,000,000 aggregate principal amount of 7.00% Senior Notes due July 15, 2021 (the “7.00% Senior Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year and commenced on January 15, 2012. The indenture governing the 7.00% senior notes permitted the Company to redeem the 7.00% senior notes at the redemption prices set forth in the 7.00% senior notes indenture plus accrued and unpaid interest to, but not including the redemption price. |
In December 2014, the Company redeemed the 7.00% Senior Notes and paid $866,861,000 in cash including the principal amount of $750,000,000 plus a premium of $93,965,000 and accrued and unpaid interest of $22,896,000. During the three months of December 31, 2014, the Company recognized a loss on debt extinguishment of $103,273,000, including the unamortized debt issuance costs and the redemption premium. |
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Loss on Debt Extinguishment |
During the year ended December 31, 2014, the Company recorded $156,990,000 of loss on debt extinguishment comprised of (i) $103,273,000 of loss on debt extinguishment from the redemption of the 7.00% Senior Notes, which included the $93,965,000 redemption premium that was paid in cash and $9,307,000 related to the write-off of unamortized debt issuance costs, (ii) $51,183,000 related to the exchanges of the 3.00% Convertible Subordinated Notes and 4.75% Convertible Subordinated Notes and (iii) $2,534,000 as a result of the prepayment and termination of the U.S. Term Loan and the U.S. Revolving Credit Line. |
During the year ended December 31, 2013, the Company recorded $108,501,000 of loss on debt extinguishment comprised of (i) $93,602,000 loss on debt extinguishment from the redemption of the 8.125% Senior Notes, which included the $80,925,000 applicable premium that was paid in cash, $8,927,000 related to the write-off of unamortized debt issuance costs and $3,750,000 of other transaction-related fees, (ii) $13,189,000 from the new leases for the London 4 and 5 IBX data centers that replaced the existing leases and (iii) $1,710,000 from an amendment of the New York 5 and 6 IBX data center lease. |
During the year ended December 31, 2012, the Company recorded $5,204,000 of loss on debt extinguishment due to the write-off of unamortized debt issuance costs associated with the prepayment and termination of a multi-currency credit facility in the Company’s Asia-Pacific region. |
Maturities of Debt Facilities |
The following table sets forth maturities of the Company’s debt, including loans payable, convertible debt and senior notes, as of December 31, 2014 (in thousands): |
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Year ending: | | | | | | | | | | | | |
2015 | | $ | 59,466 | | | | | | | | | |
2016 (1) | | | 219,071 | | | | | | | | | |
2017 | | | 53,959 | | | | | | | | | |
2018 | | | 48,636 | | | | | | | | | |
2019 (2) | | | 341,478 | | | | | | | | | |
Thereafter | | | 2,781,027 | | | | | | | | | |
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| | $ | 3,503,637 | | | | | | | | | |
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-1 | Gross of $12,032 debt discount from the 4.75% Convertible Subordinated Notes. | | | | | | | | | | | |
-2 | Gross of $1,600 debt discount from the $500.0 million multicurrency term loan facility. | | | | | | | | | | | |
Fair Value of Debt Facilities |
The following table sets forth the estimated fair values of the Company’s mortgage, loans payable, senior notes and convertible debt, including current maturities, as of December 31 (in thousands): |
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| | 2014 | | | 2013 | | | | | |
Mortgage and loans payable | | $ | 553,045 | | | $ | 254,607 | | | | | |
Convertible debt | | | 162,159 | | | | 1,009,744 | | | | | |
Senior notes | | | 2,790,023 | | | | 2,302,290 | | | | | |
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The fair value of the mortgage, loans payable and convertible debt, which were not publicly traded, was estimated by considering the Company’s credit rating, current rates available to the Company for debt of the same remaining maturities and terms of the debt (level 2). The fair value of the senior notes, which were traded in the public debt market, was based on quoted market prices (level 1). |
Interest Charges |
The following table sets forth total interest costs incurred and total interest costs capitalized for the years ended December 31 (in thousands): |
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| | 2014 | | | 2013 | | | 2012 | |
Interest expense | | $ | 270,553 | | | $ | 248,792 | | | $ | 200,328 | |
Interest capitalized | | | 19,004 | | | | 10,608 | | | | 30,643 | |
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Interest charges incurred | | $ | 289,557 | | | $ | 259,400 | | | $ | 230,971 | |
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