Debt Facilities | 7. Debt Facilities Mortgage and Loans Payable The Company’s mortgage and loans payable consisted of the following (in thousands): September 30, December 31, Term loan $ 475,631 $ 500,000 ALOG financings (1) 32,766 56,863 Mortgage payable and other loans payable 31,505 36,608 539,902 593,471 Less amount representing debt discount and debt issuance cost (2) (2,891 ) (3,477 ) Plus amount representing mortgage premium 2,062 2,281 539,073 592,275 Less current portion (55,024 ) (59,466 ) $ 484,049 $ 532,809 (1) ALOG Data Centers do Brasil S.A. (2) The Company adopted ASU 2015-03 during the three months ended September 30, 2015. As a result, debt issuance costs of $1,594,000 and $1,877,000 were reclassified from other assets to debt as of September 30, 2015 and December 31, 2014, respectively. On April 30, 2015, the Company, as borrower, and certain subsidiaries as guarantors entered into an amendment (the “Amendment”) to its credit agreement dated December 17, 2014 (the “Original Credit Agreement” and, as amended, the “Amended Credit Agreement”). The Original Credit Agreement provided for a senior credit facility of $1,500,000,000, comprised of (i) a $1,000,000,000 senior secured multi-currency revolving credit facility and (ii) a $500,000,000 senior secured term loan facility (the “Term Loan Facility”). The Amended Credit Agreement facilitated the conversion of the outstanding U.S. dollar-denominated principal amount of the Term Loan Facility to an approximately equivalent amount denominated in four foreign currencies. In connection with the execution of the Amended Credit Agreement, on April 30, 2015 the Company prepaid the U.S. dollar-denominated $490,000,000 principal balance of the Term Loan Facility and immediately re-borrowed under the Term Loan Facility the aggregate principal amounts of CHF 47,780,000, €184,945,000, £92,586,000 and ¥11,924,000,000, or approximately $490,000,000. The Company accounted for this transaction as a debt modification. The Company did not incur any gains or losses relating to the debt modification. The Company will repay the Term Loan Facility in equal quarterly installments on the last business day of each March, June, September and December, commencing on June 30, 2015, equal to the amount of 2.00% of the result of the respective Term Loan Facility on April 30, 2015 divided by 0.98. The remaining principal amount will be paid on the maturity date of the Term Loan Facility. Convertible Debt The Company’s convertible debt consisted of the following (in thousands): September 30, December 31, 4.75% convertible subordinated notes $ 157,885 $ 157,885 Less amount representing debt discount and debt issuance cost (1) (6,350 ) (12,656 ) $ 151,535 $ 145,229 (1) The Company adopted ASU 2015-03 during the three months ended September 30, 2015. As a result, debt issuance costs of $303,000 and $624,000 were reclassified from other assets to debt as of September 30, 2015 and December 31, 2014, respectively. 4.75% Convertible Subordinated Notes Holders of the 4.75% convertible subordinated notes were eligible to convert their notes during the quarter ended September 30, 2015 and are eligible to convert their notes during the three months ending December 31, 2015, since the stock price condition conversion clause was met during the applicable periods. As of September 30, 2015, 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 1,976,736 shares of the Company’s common stock. The 4.75% convertible subordinated notes are scheduled to mature on June 15, 2016. Upon maturity (and assuming that no conversion occurs prior to such maturity), the Company will be obligated to settle any outstanding principal amount of the notes and accrued interest in cash. In addition, should conversion occur prior to maturity, the Company may, at its election, settle the obligation either in cash, stock or a combination of cash and stock. 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. The Capped Call covers a total of approximately 4,432,638 shares of the Company’s common stock, subject to adjustment. Under the Capped Call, the Company effectively raised the conversion price of the 4.75% convertible subordinated notes from $84.32 to $114.82. Pursuant to the declaration of the quarterly dividend in July 2015, the Company further amended the Capped Call agreement to adjust the effective conversion price of the 4.75% convertible subordinated notes from $79.87 to $108.68 per share of common stock. Depending upon the Company’s stock price at the time the 4.75% convertible subordinated notes are redeemed, the settlement of the Capped Call will result in a delivery of up to 1,240,460 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 $79.87 or lower at the time of conversion and will receive less shares than the 1,240,460 share maximum as described above for share prices in excess of $108.68 at the time of conversion than it would have received at a share price of $108.68 (the Company’s benefit from the Capped Call is capped at $108.68 and the benefit received begins to decrease above this price). Senior Notes The Company’s senior notes consisted of the following as of (in thousands): September 30, December 31, 5.375% Senior Notes due 2023 $ 1,000,000 $ 1,000,000 5.375% Senior Notes due 2022 750,000 750,000 4.875% Senior Notes due 2020 500,000 500,000 5.75% Senior Notes due 2025 500,000 500,000 2,750,000 2,750,000 Less amount representing debt issuance cost (1) (29,552 ) (32,954 ) $ 2,720,448 $ 2,717,046 (1) The Company adopted ASU 2015-03 during the three months ended September 30, 2015, which resulted in a reclass of debt issuance costs from other assets to debt. Maturities of Debt Facilities The following table sets forth maturities of the Company’s debt, including mortgage and loans payable, convertible debt and senior notes and excluding debt discounts and premium as of September 30, 2015 (in thousands): Year ending: 2015 (3 months remaining) $ 16,268 2016 212,791 2017 50,100 2018 46,565 2019 345,401 Thereafter 2,778,724 $ 3,449,849 Fair Value of Debt Facilities The following table sets forth the estimated fair values of the Company’s mortgage and loans payable, senior notes and convertible debt, including current maturities, as of (in thousands): September 30, December 31, Mortgage and loans payable $ 539,187 $ 553,045 Convertible debt 160,600 162,159 Senior notes 2,731,233 2,790,023 The Company has determined that the inputs used to value its debt facilities fall within Level 2 of the fair value hierarchy. Interest Charges The following table sets forth total interest costs incurred and total interest costs capitalized for the periods presented (in thousands): Three months ended Nine months ended 2015 2014 2015 2014 Interest expense $ 76,269 $ 63,756 $ 219,556 $ 199,450 Interest capitalized 1,831 5,565 8,677 13,050 Interest charges incurred $ 78,100 $ 69,321 $ 228,233 $ 212,500 |