Debt of the Operating Partnership | 8. Debt of the Operating Partnership All debt is currently held by the OP or its consolidated subsidiaries, and the Parent is the guarantor or co-guarantor of the Global Revolving Credit Facility and the Yen Revolving Credit Facility (together, referred to as the “Global Revolving Credit Facilities”), the unsecured term loans and the unsecured senior notes. A summary of outstanding indebtedness is as follows (in thousands): September 30, 2024 December 31, 2023 Weighted- Weighted- average Amount average Amount interest rate Outstanding interest rate Outstanding Global Revolving Credit Facilities 3.76 % $ 1,814,927 4.33 % $ 1,825,228 Unsecured term loans 4.29 % 917,563 4.76 % 1,567,925 Unsecured senior notes 2.33 % 13,610,252 2.24 % 13,507,427 Secured and other debt 8.48 % 766,304 8.07 % 637,072 Total 2.86 % $ 17,109,046 2.89 % $ 17,537,652 The weighted-average interest rates shown represent interest rates at the end of the periods for the debt outstanding and include the impact of designated interest rate swaps, which effectively fix the interest rates on certain variable rate debt, along with cross-currency interest rate swaps, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt in order to hedge the currency exposure associated with our net investment in foreign subsidiaries. We primarily borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies (in thousands, U.S. dollars): September 30, 2024 December 31, 2023 Amount Amount Denomination of Draw Outstanding % of Total Outstanding % of Total U.S. dollar ($) $ 2,550,614 14.9 % $ 2,784,875 15.9 % British pound sterling (£) 1,738,750 10.2 % 1,973,305 11.2 % Euro ( € 10,748,658 62.8 % 10,835,878 61.8 % Other 2,071,024 12.1 % 1,943,594 11.1 % Total $ 17,109,046 $ 17,537,652 The table below summarizes debt maturities and principal payments as of September 30, 2024 (in thousands): Global Revolving Unsecured Unsecured Secured and Credit Facilities (1)(2) Term Loans (3)(4)(5) Senior Notes Other Debt Total Debt 2024 $ — $ — $ — $ 140 $ 140 2025 — 917,563 1,258,775 853 2,177,191 2026 — — 1,522,211 127,129 1,649,340 2027 — — 1,177,381 242,371 1,419,752 2028 — — 2,106,750 378,106 2,484,856 Thereafter 1,814,927 — 7,545,135 17,705 9,377,767 Subtotal $ 1,814,927 $ 917,563 $ 13,610,252 $ 766,304 $ 17,109,046 Unamortized net discounts — — (30,652) (3,992) (34,644) Unamortized deferred financing costs (28,006) (3,830) (51,539) (4,481) (87,856) Total $ 1,786,921 $ 913,733 $ 13,528,061 $ 757,831 $ 16,986,546 (1) Includes amounts outstanding for the Global Revolving Credit Facilities. (2) The Global Revolving Credit Facilities are subject to two six-month extension options exercisable by us; provided that the Operating Partnership must pay a 0.0625% extension fee based on each lender’s revolving commitments then outstanding (whether funded or unfunded). (3) A €375.0 million senior unsecured term loan facility is subject to two maturity extension options of one year each, provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of such facility commitments then outstanding. Our U.S. term loan facility of $500 million currently is subject to one twelve-month extension, provided that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans. (4) On January 9, 2024, we paid down $240 million on the U.S. term loan facility, leaving $500 million outstanding. The paydown resulted in an early extinguishment charge of approximately $1.1 million during the nine months ended September 30, 2024. (5) On September 13, 2024, we paid down €375 million on the Euro Term Loan Facilities, leaving €375 million outstanding. The paydown resulted in an early extinguishment charge of approximately $1.6 million during the nine months ended September 30, 2024. On September 24, 2024, we refinanced our Global Revolving Credit Facilities. Below are key terms for our Global Revolving Credit Facility and Yen Revolving Credit Facility. Global Revolving Credit Facility We have a Global Revolving Credit Facility under which we may draw up to $4.2 billion equivalent on a revolving basis (subject to currency fluctuations). The Global Revolving Credit Facility can be drawn in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Indonesian rupiah, Japanese yen, Korean won, Singapore dollars, Swiss francs and U.S. dollars (with the ability to add other currencies in the future). We have the ability to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to the receipt of lender commitments and the satisfaction of certain customary conditions precedent. Other key terms of the Global Revolving Credit Facility are as follows: ● Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the Global Revolving Credit Facilities. ● Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is currently 85 basis points (subject to a sustainability-linked pricing component). ● Annual facility fee: based on the total commitment amount of the facility and the credit ratings of our long-term debt is currently 20 basis points (subject to a sustainability-linked pricing component) and is payable quarterly. ● Sustainability-linked pricing component: pricing can increase by up to 5 basis points or decrease by up to 5 basis points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets. Yen Revolving Credit Facility In addition to the Global Revolving Credit Facility, we have a revolving credit facility that provides for borrowings in Japanese Yen of up to ¥42.5 billion (approximately $296.8 million based on the exchange rate on September 24, 2024), hereafter referred to as the “Yen Revolving Credit Facility”). We have the ability from time to time to increase the size of the Yen Revolving Credit Facility to up to ¥102.5 billion, subject to receipt of lender commitments and other conditions precedent. Other key terms of the Yen Revolving Credit Facility are as follows: ● Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the Global Revolving Credit Facilities. ● Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is currently 50 basis points (subject to a sustainability-linked pricing component). ● Quarterly unused commitment fee: currently is 10 basis points (subject to a sustainability-linked pricing component), calculated using the average daily unused revolving credit commitment and is based on the credit ratings of our long-term debt. ● Sustainability-linked pricing component: pricing can increase by up to 5 basis points or decrease by up to 5 basis points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets. Unsecured Senior Notes The following table provides details of our unsecured senior notes (balances in thousands): Aggregate Principal Amount at Issuance Balance as of Borrowing Currency USD Maturity Date September 30, 2024 December 31, 2023 2.625% notes due 2024 (1) € 600,000 $ 677,040 Apr 15, 2024 $ — $ 662,340 2.750% notes due 2024 (2) £ 250,000 $ 324,925 Jul 19, 2024 — 318,275 4.250% notes due 2025 £ 400,000 $ 634,480 Jan 17, 2025 535,000 509,240 0.625% notes due 2025 € 650,000 $ 720,980 Jul 15, 2025 723,775 717,535 2.500% notes due 2026 € 1,075,000 $ 1,224,640 Jan 16, 2026 1,197,013 1,186,693 0.200% notes due 2026 CHF 275,000 $ 298,404 Dec 15, 2026 325,198 326,826 1.700% notes due 2027 CHF 150,000 $ 162,465 Mar 30, 2027 177,381 178,269 3.700% notes due 2027 (3) $ 1,000,000 $ 1,000,000 Aug 15, 2027 1,000,000 1,000,000 5.550% notes due 2028 (3) $ 900,000 $ 900,000 Jan 15, 2028 900,000 900,000 1.125% notes due 2028 € 500,000 $ 548,550 Apr 09, 2028 556,750 551,950 4.450% notes due 2028 $ 650,000 $ 650,000 Jul 15, 2028 650,000 650,000 0.550% notes due 2029 CHF 270,000 $ 292,478 Apr 16, 2029 319,285 320,884 3.600% notes due 2029 $ 900,000 $ 900,000 Jul 01, 2029 900,000 900,000 3.300% notes due 2029 £ 350,000 $ 454,895 Jul 19, 2029 468,125 445,585 1.500% notes due 2030 € 750,000 $ 831,900 Mar 15, 2030 835,125 827,925 3.750% notes due 2030 £ 550,000 $ 719,825 Oct 17, 2030 735,625 700,205 1.250% notes due 2031 € 500,000 $ 560,950 Feb 01, 2031 556,750 551,950 0.625% notes due 2031 € 1,000,000 $ 1,220,700 Jul 15, 2031 1,113,500 1,103,900 1.000% notes due 2032 € 750,000 $ 874,500 Jan 15, 2032 835,125 827,925 1.375% notes due 2032 € 750,000 $ 849,375 Jul 18, 2032 835,125 827,925 3.875% notes due 2033 € 850,000 $ 941,375 Sep 13, 2033 946,475 — $ 13,610,252 $ 13,507,427 Unamortized discounts, net of premiums (30,652) (33,324) Deferred financing costs, net (51,539) (51,761) Total unsecured senior notes, net of discount and deferred financing costs $ 13,528,061 $ 13,422,342 (1) Paid at maturity on April 15, 2024. (2) Paid at maturity on July 19, 2024. (3) Subject to cross-currency swaps. Restrictive Covenants in Unsecured Senior Notes The indentures governing our senior notes contain certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50. The covenants also require us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At September 30, 2024, we were in compliance with each of these financial covenants. Issuance of Unsecured Senior Notes On September 13, 2024, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the Operating Partnership, issued and sold €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2033 (the “2033 Notes”). Net proceeds from the offering were approximately €843 million (approximately $933 million based on the exchange rate on September 13, 2024) after deducting managers’ discounts and estimated offering expenses. |