4. Debt | 9 Months Ended |
Sep. 30, 2013 |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt |
Debt Summary as of September 30, 2013 and December 31, 2012 |
($ in thousands) |
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| September 30, 2013 | | December 31, 2012 | | | | |
| Amounts | | % of Total | | Rates | | Maturities | | Amounts | | | | |
(years) | | | | |
Secured | $ | 115,000 | | | 12 | % | | 2 | % | | 4.5 | | | $ | 139,600 | | | | | |
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Unsecured | 851,889 | | | 88 | % | | 5.7 | % | | 6.4 | | | 568,000 | | | | | |
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Total | $ | 966,889 | | | 100 | % | | 5.3 | % | | 6.2 | | | $ | 707,600 | | | | | |
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Fixed Rate Debt: | | | | | | | | | | | | | |
Unsecured Notes due 2021 | $ | 600,000 | | | 62 | % | | 5.9 | % | | 8 | | | $ | — | | | | | |
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Unsecured Notes due 2017 | 131,889 | | | 14 | % | | 8.5 | % | | 0.1 | | | 550,000 | | | | | |
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Fixed Rate Debt | 731,889 | | | 76 | % | | 6.3 | % | | 6.5 | | | 550,000 | | | | | |
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Floating Rate Debt: | | | | | | | | | | | | | |
Unsecured Credit Facility | — | | | — | | | — | | | 2.5 | | | 18,000 | | | | | |
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Unsecured Term Loan | 120,000 | | | 12 | % | | 1.9 | % | | 5.4 | | | — | | | | | |
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ACC3 Term Loan | 115,000 | | | 12 | % | | 2 | % | | 4.5 | | | — | | | | | |
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ACC5 Term Loan | — | | | — | | | — | | | — | | | 139,600 | | | | | |
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Floating Rate Debt | 235,000 | | | 24 | % | | 2 | % | | 4.9 | | | 157,600 | | | | | |
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Total | $ | 966,889 | | | 100 | % | | 5.3 | % | | 6.2 | | | $ | 707,600 | | | | | |
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Note: | The Company capitalized interest and deferred financing cost amortization of $1.1 million and $1.6 million during the three and nine months ended September 30, 2013, respectively. | | | | | | | | | | | | | | | | | | | |
Outstanding Indebtedness |
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ACC3 Term Loan |
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On March 27, 2013, the Company entered into a $115 million term loan facility (the “ACC3 Term Loan”). The ACC3 Term Loan matures on March 27, 2018 and the borrower, a subsidiary of the Company, may elect to have borrowings under the facility bear interest at (i) LIBOR plus 1.85% or (ii) a base rate, which is based on the lender's prime rate, plus 0.85%. The interest rate is currently at LIBOR plus 1.85%. The Company may prepay the ACC3 Term Loan at any time, in whole or in part, without penalty or premium. |
The loan is secured by the ACC3 data center and an assignment of the lease agreement between the Company and the tenant of ACC3. The Operating Partnership has guaranteed the outstanding principal amount of the ACC3 Term Loan, plus interest and certain costs under the loan. |
The ACC3 Term Loan imposes financial maintenance covenants relating to, among other things, the following matters: |
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• | consolidated total indebtedness of the Operating Partnership not exceeding 60% of gross asset value of the Operating Partnership; | | | | | | | | | | | | | | | | | | | |
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• | fixed charge coverage ratio of the Operating Partnership being not less than 1.70 to 1.00; | | | | | | | | | | | | | | | | | | | |
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• | tangible net worth of the Operating Partnership being not less than $1.3 billion plus 80% of the sum of (i) net equity offering proceeds and (ii) the value of equity interests issued in connection with a contribution of assets to the Operating Partnership or its subsidiaries; and | | | | | | | | | | | | | | | | | | | |
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• | debt service coverage ratio of the borrower not less than 1.50 to 1.00. | | | | | | | | | | | | | | | | | | | |
The Company was in compliance with all of the covenants under the loan as of September 30, 2013. |
Unsecured Term Loan |
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On September 13, 2013, the Company entered into a senior unsecured term loan (the "Unsecured Term Loan") providing for a $195 million facility. The Unsecured Term Loan matures on February 15, 2019, with no extension option. The Company drew $120.0 million under the Unsecured Term Loan at closing. Pursuant to a "delayed draw" feature in the loan agreement, the remaining $75 million balance can be advanced to the Company at any time subsequent to loan closing, in full or in increments of at least $25 million, provided that the full amount of the loan must be drawn no later than January 10, 2014. |
The Unsecured Term Loan includes an accordion feature permitting an increase in the amount of the loan by up to an additional $55 million. On October 18, 2013, this accordion was exercised and the Unsecured Term Loan was increased to $250 million. An additional $34.0 million was advanced at the time of the accordion exercise, and the remaining $96.0 million must be advanced no later than January 10, 2014. |
Under the terms of the loan, the Company may elect to have borrowings under the loan bear interest at either LIBOR or a base rate, which is based on the lender's prime rate, in each case plus an applicable margin. Prior to the Company's Unsecured Notes Due 2021 receiving an investment grade credit rating, the applicable margin added to LIBOR and the base rate is based on the table below. |
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| | | | Applicable Margin | | | | | | | | | | | | |
Pricing Level | | Ratio of Total Indebtedness to Gross Asset Value | | LIBOR Rate Loans | | Base Rate Loans | | | | | | | | | | | | |
Level 1 | | Less than or equal to 35% | | 1.75 | % | | 0.75 | % | | | | | | | | | | | | |
Level 2 | | Greater than 35% but less than or equal to 40% | | 1.9 | % | | 0.9 | % | | | | | | | | | | | | |
Level 3 | | Greater than 40% but less than or equal to 45% | | 2.05 | % | | 1.05 | % | | | | | | | | | | | | |
Level 4 | | Greater than 45% but less than or equal to 52.5% | | 2.2 | % | | 1.2 | % | | | | | | | | | | | | |
Level 5 | | Greater than 52.5% | | 2.4 | % | | 1.4 | % | | | | | | | | | | | | |
As of September 30, 2013, the applicable margin was set at pricing level 1. The terms of the loan provide for the adjustment of the applicable margin from time to time according to the ratio of the Operating Partnership’s total indebtedness to gross asset value in effect from time to time. |
The terms of the loan also provide that, in the event the Company receives an investment grade credit rating, borrowings under the loan will bear interest based on the table below. |
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| | | | Applicable Margin | | | | | | | | | | | | |
Credit Rating Level | | Credit Rating | | LIBOR Rate Loans | | Base Rate Loans | | | | | | | | | | | | |
Level 1 | | Greater than or equal to A- by S&P or A3 by Moody’s | | 0.95 | % | | 0 | % | | | | | | | | | | | | |
Level 2 | | Greater than or equal to BBB+ by S&P or Baa1 by Moody’s | | 1.05 | % | | 0.05 | % | | | | | | | | | | | | |
Level 3 | | Greater than or equal to BBB by S&P or Baa2 by Moody’s | | 1.2 | % | | 0.2 | % | | | | | | | | | | | | |
Level 4 | | Greater than or equal to BBB- by S&P or Baa3 by Moody’s | | 1.5 | % | | 0.5 | % | | | | | | | | | | | | |
Level 5 | | Less than BBB- by S&P or Baa3 by Moody’s | | 1.95 | % | | 0.95 | % | | | | | | | | | | | | |
Following the receipt of such investment grade rating, the terms of the loan provide for the adjustment of the applicable margin from time to time according to the rating then in effect. |
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The Unsecured Term Loan is unconditionally guaranteed jointly and severally, on a senior unsecured basis by DFT and the direct and indirect subsidiaries of DFT that guaranty the obligations of Unsecured Credit Facility (as defined below). |
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The Unsecured Term Loan requires that the Company comply with various covenants that are substantially the same as those applicable under the Unsecured Credit Facility, including with respect to restrictions on liens, incurring indebtedness, making investments, effecting mergers and/or asset sales, and certain restrictions on dividend payments. In addition, the Unsecured Term Loan imposes financial maintenance covenants substantially the same as those under the Unsecured Credit Facility relating to, among other things, the following matters: |
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• | unsecured debt not exceeding 60% of the value of unencumbered assets; | | | | | | | | | | | | | | | | | | | |
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• | net operating income generated from unencumbered properties divided by the amount of unsecured debt being not less than 12.5%; | | | | | | | | | | | | | | | | | | | |
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• | total indebtedness not exceeding 60% of gross asset value; | | | | | | | | | | | | | | | | | | | |
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• | fixed charge coverage ratio being not less than 1.70 to 1.00; and | | | | | | | | | | | | | | | | | | | |
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• | tangible net worth being not less than $1.3 billion plus 80% of the sum of (i) net equity offering proceeds after March 21, 2012 and (ii) the value of equity interests issued in connection with a contribution of assets to the Operating Partnership or its subsidiaries after March 21, 2012. | | | | | | | | | | | | | | | | | | | |
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The Unsecured Term Loan includes customary events of default, the occurrence of which, following any applicable cure period, would permit the Lenders to, among other things, declare the principal, accrued interest and other obligations of the Borrower under the Facility to be immediately due and payable. |
The Company was in compliance with all of the covenants under the loan as of September 30, 2013. |
Unsecured Notes due 2021 |
On September 24, 2013, the Operating Partnership completed the sale of $600 million 5.875% senior notes due 2021 (the “Unsecured Notes due 2021”). The Unsecured Notes due 2021 were issued at face value. The Company will pay interest on the Unsecured Notes due 2021 semi-annually, in arrears, on March 15th and September 15th of each year, beginning March 15, 2014. |
The Unsecured Notes due 2021 are unconditionally guaranteed, jointly and severally on a senior unsecured basis by DFT and certain of the Operating Partnership’s subsidiaries, including the subsidiaries that own the ACC2, ACC4, ACC5, ACC6, VA3, VA4, CH1, NJ1 and SC1 data centers and the SC2 parcels of land (collectively, the “Subsidiary Guarantors”), but excluding the subsidiaries that own the ACC3 data center facility, the ACC7 data center under development, the ACC8 and CH2 parcels of land, the Company’s taxable REIT subsidiary (“TRS”), DF Technical Services, LLC and the Company's property management subsidiary, DF Property Management LLC. |
The Unsecured Notes due 2021 rank (i) equally in right of payment with all of the Operating Partnership's existing and future senior unsecured indebtedness, (ii) senior in right of payment with all of its existing and future subordinated indebtedness, (iii) effectively subordinate to any of the Operating Partnership's existing and future secured indebtedness and (iv) effectively junior to any liabilities of any subsidiaries of the Operating Partnership that do not guarantee the Unsecured Notes. The guarantees of the Unsecured Notes due 2021 by DFT and the Subsidiary Guarantors rank (i) equally in right of payment with such guarantor's existing and future senior unsecured indebtedness, (ii) senior in right of payment with all of such guarantor's existing and future subordinated indebtedness and (iii) effectively subordinate to any of such guarantor's existing and future secured indebtedness. |
At any time prior to September 15, 2016, the Operating Partnership may redeem the Unsecured Notes due 2021, in whole or in part, at a price equal to the sum of (i) 100% of the principal amount of the Unsecured Notes due 2021 to be redeemed, plus (ii) a make-whole premium and accrued and unpaid interest. The notes may be redeemed at the option of the Operating Partnership, in whole or in part, at any time, on and after September 15, 2016 at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing September 15 of the years indicated below, in each case together with accrued and unpaid interest to the date of redemption: |
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Year | Redemption Price | | | | | | | | | | | | | | | | | | |
2016 | 104.406 | % | | | | | | | | | | | | | | | | | | |
2017 | 102.938 | % | | | | | | | | | | | | | | | | | | |
2018 | 101.469 | % | | | | | | | | | | | | | | | | | | |
2019 and thereafter | 100 | % | | | | | | | | | | | | | | | | | | |
If there is a change of control (as defined in the indenture) of the Operating Partnership or DFT, the Operating Partnership must offer to purchase the Unsecured Notes due 2021 at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. In addition, in certain circumstances the Operating Partnership may be required to use the net proceeds of asset sales to purchase a portion of the Unsecured Notes due 2021 at 100% of the principal amount thereof, plus accrued and unpaid interest. |
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The Unsecured Notes due 2021 have certain covenants limiting or prohibiting the ability of the Operating Partnership and certain of its subsidiaries from, among other things, (i) incurring secured or unsecured indebtedness, (ii) entering into sale and leaseback transactions, (iii) making certain dividend payments, distributions, purchases of the Company's common stock and investments, (iv) entering into transactions with affiliates, (v) entering into agreements limiting the ability to make certain transfers and other payments from subsidiaries, (vi) engaging in sales of assets or (vii) engaging in certain mergers, consolidations or transfers/sales of all or substantially all assets. The Unsecured Notes due 2021 also require the Operating Partnership and the Subsidiary Guarantors to maintain total unencumbered assets of at least 150% of their unsecured debt on a consolidated basis. The Unsecured Notes due 2021 also have customary events of default, including, but not limited to, nonpayment, breach of covenants, and payment or acceleration defaults in certain other indebtedness of the Company or certain of its subsidiaries. Upon an event of default, the holders of the Unsecured Notes due 2021 or the trustee may declare the Unsecured Notes due 2021 due and immediately payable. The Company was in compliance with all covenants under the Unsecured Notes due 2021 as of September 30, 2013. |
Unsecured Credit Facility |
In June 2013, the Company exercised the accordion feature on its unsecured revolving credit facility ("Unsecured Credit Facility"), resulting in an increase in total commitment from $225 million to $400 million. The maturity date of the facility is March 21, 2016, with a one-year extension option, subject to the payment of an extension fee equal to 25 basis points on the total commitment in effect on the maturity date and certain other customary conditions. |
Under the terms of the facility, the Company may elect to have borrowings under the facility bear interest at either LIBOR or a base rate, which is based on the lender's prime rate, in each case plus an applicable margin. Prior to the Company's Unsecured Notes due 2021 receiving an investment grade credit rating, the applicable margin added to LIBOR and the base rate is based on the table below. |
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| | | | Applicable Margin | | | | | | | | | | | | |
Pricing Level | | Ratio of Total Indebtedness to Gross Asset Value | | LIBOR Rate Loans | | Base Rate Loans | | | | | | | | | | | | |
Level 1 | | Less than or equal to 35% | | 1.85 | % | | 0.85 | % | | | | | | | | | | | | |
Level 2 | | Greater than 35% but less than or equal to 40% | | 2 | % | | 1 | % | | | | | | | | | | | | |
Level 3 | | Greater than 40% but less than or equal to 45% | | 2.15 | % | | 1.15 | % | | | | | | | | | | | | |
Level 4 | | Greater than 45% but less than or equal to 52.5% | | 2.3 | % | | 1.3 | % | | | | | | | | | | | | |
Level 5 | | Greater than 52.5% | | 2.5 | % | | 1.5 | % | | | | | | | | | | | | |
As of September 30, 2013, the applicable margin was set at pricing level 1. The terms of the facility provide for the adjustment of the applicable margin from time to time according to the ratio of the Operating Partnership’s total indebtedness to gross asset value in effect from time to time. |
The terms of the facility also provide that, in the event the Company receives an investment grade credit rating, borrowings under the facility will bear interest based on the table below. |
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Credit Rating Level | | Credit Rating | | LIBOR Rate Loans | | Base Rate Loans | | | | | | | | | | | | |
Level 1 | | Greater than or equal to A- by S&P or A3 by Moody’s | | 1.05 | % | | 0.05 | % | | | | | | | | | | | | |
Level 2 | | Greater than or equal to BBB+ by S&P or Baa1 by Moody’s | | 1.2 | % | | 0.2 | % | | | | | | | | | | | | |
Level 3 | | Greater than or equal to BBB by S&P or Baa2 by Moody’s | | 1.35 | % | | 0.35 | % | | | | | | | | | | | | |
Level 4 | | Greater than or equal to BBB- by S&P or Baa3 by Moody’s | | 1.5 | % | | 0.5 | % | | | | | | | | | | | | |
Level 5 | | Less than BBB- by S&P or Baa3 by Moody’s | | 2.1 | % | | 1.1 | % | | | | | | | | | | | | |
Following the receipt of such investment grade rating, the terms of the facility provide for the adjustment of the applicable margin from time to time according to the rating then in effect. |
The facility is unconditionally guaranteed, jointly and severally, on a senior unsecured basis by DFT and all of the Operating Partnership’s subsidiaries that currently guaranty the obligations under the Company’s indenture governing the terms of the Unsecured Notes due 2021, listed above. |
The amount available for borrowings under the facility is determined according to a calculation comparing the value of certain unencumbered properties designated by the Operating Partnership at such time relative to the amount of the Operating Partnership's unsecured debt. Up to $35 million of the borrowings under the facility may be used for letters of credit. |
In June 2013, the Company amended its unsecured credit facility to provide for an option to increase the total commitment under the facility to $600 million, if one or more lenders commit to being a lender for the additional amount and certain other customary conditions are met. |
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As of September 30, 2013, no amounts were outstanding under the facility, with no letters of credit. |
The facility requires that DFT, the Operating Partnership and their subsidiaries comply with various covenants, including with respect to restrictions on liens, incurring indebtedness, making investments, effecting mergers and/or asset sales, and certain limits on dividend payments, distributions and purchases of DFT's stock. In addition, the facility imposes financial maintenance covenants relating to, among other things, the following matters: |
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• | unsecured debt not exceeding 60% of the value of unencumbered assets; | | | | | | | | | | | | | | | | | | | |
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• | net operating income generated from unencumbered properties divided by the amount of unsecured debt being not less than 12.5%; | | | | | | | | | | | | | | | | | | | |
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• | total indebtedness not exceeding 60% of gross asset value; | | | | | | | | | | | | | | | | | | | |
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• | fixed charge coverage ratio being not less than 1.70 to 1.00; and | | | | | | | | | | | | | | | | | | | |
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• | tangible net worth being not less than $1.3 billion plus 80% of the sum of (i) net equity offering proceeds and (ii) the value of equity interests issued in connection with a contribution of assets to the Operating Partnership or its subsidiaries. | | | | | | | | | | | | | | | | | | | |
The facility includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Operating Partnership under the facility to be immediately due and payable. The Company was in compliance with all covenants under the facility as of September 30, 2013. |
Indebtedness Retired During 2013 |
ACC5 Term Loan |
On December 2, 2009, the Company entered into a $150 million term loan facility (the “ACC5 Term Loan”). In March 2013, the Company paid off the $138.3 million remaining balance of the ACC5 Term Loan which resulted in a write-off of unamortized deferred financing costs of $1.7 million in the first quarter of 2013. The ACC5 Term Loan was scheduled to mature on December 2, 2014 and bore interest at LIBOR plus 3.00%. |
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Unsecured Notes due 2017 |
On December 16, 2009, the Operating Partnership completed the sale of $550 million of 8.5% senior notes due 2017 (the “Unsecured Notes due 2017”). The Unsecured Notes due 2017 were issued at face value. The Company paid interest on the Unsecured Notes due 2017 semi-annually, in arrears, on December 15 and June 15 of each year. In September 2013, the Company commenced a tender offer to repurchase the notes at 106.04%. Under the early deadline for this offer, $418.1 million of these notes were tendered and the Company paid $25.5 million in tender consideration and fees, in addition to accrued interest due through the repayment date. The early repayment of these notes resulted in a write-off of unamortized deferred financing costs of $5.1 million. This write-off, as well as the tender consideration and fees, is included in loss on early extinguishment of debt on the accompanying statements of operations. The remaining $131.9 million of Unsecured Notes due 2017 were irrevocably called in September 2013 and paid off in October 2013 at a premium of $7.1 million, which resulted in the write-off the remaining unamortized deferred financing costs related to these notes totaling $1.6 million. |
A summary of the Company’s debt maturity schedule as of September 30, 2013 is as follows: |
Debt Maturity as of September 30, 2013 |
($ in thousands) |
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Year | | Fixed Rate | | | Floating Rate | | | Total | | % of Total | | Rates |
2013 | | $ | 131,889 | | -1 | | $ | — | | | | $ | 131,889 | | | 13.6 | % | | 8.5 | % |
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2014 | | — | | | | — | | | | — | | | — | | | — | |
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2015 | | — | | | | — | | | | — | | | — | | | — | |
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2016 | | — | | | | 3,750 | | -3 | | 3,750 | | | 0.4 | % | | 2 | % |
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2017 | | — | | | | 8,750 | | -3 | | 8,750 | | | 0.9 | % | | 2 | % |
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2018 | | — | | | | 102,500 | | -3 | | 102,500 | | | 10.6 | % | | 2 | % |
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2019 | | — | | | | 120,000 | | -4 | | 120,000 | | | 12.4 | % | | 1.9 | % |
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2020 | | — | | | | — | | | | — | | | — | | | — | |
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2021 | | 600,000 | | -2 | | — | | | | 600,000 | | | 62.1 | % | | 5.9 | % |
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Total | | $ | 731,889 | | | | $ | 235,000 | | | | $ | 966,889 | | | 100 | % | | 5.3 | % |
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-1 | The remaining Unsecured Notes due 2017 were irrevocably called on September 24, 2013 and were redeemed on October 24, 2013. | | | | | | | | | | | | | | | | | | | |
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-2 | The 5.875% Unsecured Notes due 2021 were issued in September 2013. | | | | | | | | | | | | | | | | | | | |
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-3 | The ACC3 Term Loan matures on March 27, 2018 with no extension option. Quarterly principal payments of $1.25 million begin on April 1, 2016, increase to $2.5 million on April 1, 2017 and continue through maturity. | | | | | | | | | | | | | | | | | | | |
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-4 | The Unsecured Term Loan matures on February 15, 2019 with no extension option. In October 2013, the Company exercised the accordion feature, increasing this loan to $250 million and drawing an additional $34.0 million. The remaining balance of $96.0 million must be drawn by January 10, 2014. | | | | | | | | | | | | | | | | | | | |