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v3.23.3

Debt of the Operating Partnership | 9 Months Ended
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Sep. 30, 2023
Debt of the Operating Partnership |
Debt of the Operating Partnership | 9. 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, 2023 |  | December 31, 2022
​ | ​ | Weighted- | ​ | ​ | ​ | ​ | Weighted- | ​ | ​ | ​
​ | ​ | average | ​ | Amount | ​ | average | ​ | Amount
​ | ​ | interest rate | ​ | Outstanding | ​ | interest rate | ​ | Outstanding
Global revolving credit facilities | ​ | 4.50 | % | ​ | $ | 1,713,024 | ​ | 3.04 | % | ​ | $ | 2,167,889
Unsecured term loans | ​ | 4.78 | % | ​ | ​ | 1,532,975 | ​ | 2.49 | % | ​ | ​ | 802,875
Unsecured senior notes | ​ | 2.24 | % | ​ | ​ | 13,161,305 | ​ | 2.44 | % | ​ | ​ | 13,220,961
Secured and other debt | ​ | 7.84 | % | ​ |  | 580,370 | ​ | 7.12 | % | ​ |  | 532,130
Total | ​ | 2.89 | % | ​ | $ | 16,987,674 |  | 2.68 | % | ​ | $ | 16,723,855
​ 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, 2023 | ​ | December 31, 2022
​ | ​ | Amount | ​ | ​ | ​ | ​ | Amount | ​ | ​ | ​
Denomination of Draw |  | Outstanding |  | % of Total | ​ | Outstanding |  | % of Total
U.S. dollar ($) | ​ | $ | 2,783,736 |  | 16.4 | % | ​ | $ | 3,855,903 |  | 23.1 | %
British pound sterling (£) |  | ​ | 1,890,845 |  | 11.1 | % | ​ | ​ | 1,929,051 | ​ | 11.5 | %
Euro (€) | ​ | ​ | 10,491,484 | ​ | 61.8 | % | ​ | ​ | 9,325,126 | ​ | 55.8 | %
Other | ​ | ​ | 1,821,609 | ​ | 10.7 | % | ​ | ​ | 1,613,775 | ​ | 9.6 | %
Total | ​ | $ | 16,987,674 |  | ​ | ​ | ​ | $ | 16,723,855 |  | ​ | ​
​ The table below summarizes debt maturities and principal payments as of September 30, 2023 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Global Revolving | ​ | Unsecured | ​ | Unsecured | ​ | Secured and | ​ | ​ | ​
​ |  | Credit Facilities (1)(2) |  | Term Loans(3) |  | Senior Notes |  | Other Debt |  | Total Debt
2023 | ​ | $ | — | ​ | $ | — | ​ | $ | 109,272 | ​ | $ | 56 | ​ | $ | 109,328
2024 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 939,355 | ​ | ​ | 4,539 | ​ | ​ | 943,894
2025 | ​ | ​ | — | ​ | ​ | 792,975 | ​ | ​ | 1,175,205 | ​ | ​ | 567 | ​ | ​ | 1,968,747
2026 |  | ​ | 1,713,024 |  | ​ | 740,000 |  | ​ | 1,437,096 |  | ​ | 98,666 |  | ​ | 3,988,786
2027 |  | ​ | — |  | ​ | — |  | ​ | 1,163,908 |  | ​ | 207,353 |  | ​ | 1,371,261
Thereafter |  | ​ | — |  | ​ | — |  | ​ | 8,336,469 |  | ​ | 269,189 |  | ​ | 8,605,658
Subtotal | ​ | $ | 1,713,024 | ​ | $ | 1,532,975 | ​ | $ | 13,161,305 | ​ | $ | 580,370 | ​ | $ | 16,987,674
Unamortized net discounts | ​ |  | — | ​ |  | — | ​ |  | (33,067) | ​ |  | — | ​ |  | (33,067)
Unamortized deferred financing costs | ​ | ​ | (14,244) | ​ | ​ | (8,312) | ​ | ​ | (56,136) | ​ | ​ | (6,139) | ​ | ​ | (84,831)
Total | ​ | $ | 1,698,780 | ​ | $ | 1,524,663 | ​ | $ | 13,072,102 | ​ | $ | 574,231 | ​ | $ | 16,869,776
(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 $740 million 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.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2023 | ​ | December 31, 2022
0.600% notes due 2023(1) | ​ | CHF | 100,000 | ​ | $ | 108,310 | ​ | Oct 02, 2023 | ​ | $ | 109,272 | ​ | $ | 108,121
2.625% notes due 2024 | ​ | € | 600,000 | ​ | ​ | 677,040 | ​ | Apr 15, 2024 | ​ | ​ | 634,380 | ​ | ​ | 642,300
2.750% notes due 2024 | ​ | £ | 250,000 | ​ | ​ | 324,925 | ​ | Jul 19, 2024 | ​ | ​ | 304,975 | ​ | ​ | 302,075
4.250% notes due 2025 | ​ | £ | 400,000 | ​ | ​ | 634,480 | ​ | Jan 17, 2025 | ​ | ​ | 487,960 | ​ | ​ | 483,320
0.625% notes due 2025 | ​ | € | 650,000 | ​ | ​ | 720,980 | ​ | Jul 15, 2025 | ​ | ​ | 687,245 | ​ | ​ | 695,825
2.500% notes due 2026 | ​ | € | 1,075,000 | ​ | ​ | 1,224,640 | ​ | Jan 16, 2026 | ​ | ​ | 1,136,598 | ​ | ​ | 1,150,788
0.200% notes due 2026 | ​ | CHF | 275,000 | ​ | ​ | 298,404 | ​ | Dec 15, 2026 | ​ | ​ | 300,498 | ​ | ​ | 297,331
1.700% notes due 2027 | ​ | CHF | 150,000 | ​ | ​ | 162,465 | ​ | Mar 30, 2027 | ​ | ​ | 163,908 | ​ | ​ | 162,181
3.700% notes due 2027(2) | ​ | $ | 1,000,000 | ​ | ​ | 1,000,000 | ​ | Aug 15, 2027 | ​ | ​ | 1,000,000 | ​ | ​ | 1,000,000
5.550% notes due 2028(2) | ​ | $ | 900,000 | ​ | ​ | 900,000 | ​ | Jan 15, 2028 | ​ | ​ | 900,000 | ​ | ​ | 900,000
1.125% notes due 2028 | ​ | € | 500,000 | ​ | ​ | 548,550 | ​ | Apr 09, 2028 | ​ | ​ | 528,650 | ​ | ​ | 535,250
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 | ​ | ​ | 295,034 | ​ | ​ | 291,925
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 | ​ | ​ | 426,965 | ​ | ​ | 422,905
1.500% notes due 2030 | ​ | € | 750,000 | ​ | ​ | 831,900 | ​ | Mar 15, 2030 | ​ | ​ | 792,975 | ​ | ​ | 802,875
3.750% notes due 2030 | ​ | £ | 550,000 | ​ | ​ | 719,825 | ​ | Oct 17, 2030 | ​ | ​ | 670,945 | ​ | ​ | 664,565
1.250% notes due 2031 | ​ | € | 500,000 | ​ | ​ | 560,950 | ​ | Feb 01, 2031 | ​ | ​ | 528,650 | ​ | ​ | 535,250
0.625% notes due 2031 | ​ | € | 1,000,000 | ​ | ​ | 1,220,700 | ​ | Jul 15, 2031 | ​ | ​ | 1,057,300 | ​ | ​ | 1,070,500
1.000% notes due 2032 | ​ | € | 750,000 | ​ | ​ | 874,500 | ​ | Jan 15, 2032 | ​ | ​ | 792,975 | ​ | ​ | 802,875
1.375% notes due 2032 | ​ | € | 750,000 | ​ | ​ | 849,375 | ​ | Jul 18, 2032 | ​ | ​ | 792,975 | ​ | ​ | 802,875
​ | ​ | $ | 13,161,305 | ​ | $ | 13,220,961
Unamortized discounts, net of premiums | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (33,067) | ​ | ​ | (37,280)
Deferred financing costs, net | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (56,136) | ​ | ​ | (63,648)
Total unsecured senior notes, net of discount and deferred financing costs | ​ | $ | 13,072,102 | ​ | $ | 13,120,033
(1) | Paid in full at maturity on October 2, 2023.
(2) | 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, 2023, we were in compliance with each of these financial covenants. ​ Euro Term Loan Agreement ​ On August 11, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into a term loan agreement (the “Euro Term Loan Agreement”) which governs (i) a €375,000,000 three-year senior unsecured term loan facility (the “2025 Term Facility”), the entire amount of which was funded on such date, and (ii) a €375,000,000 five-year senior unsecured term loan facility (the “2025-27 Term Facility” and, together with the 2025 Term Facility, collectively, the “Euro Term Loan Facilities”), comprised of €125,000,000 of initial term loans, the entire amount of which was funded on such date, and €250,000,000 of delayed draw term loan commitments that were funded on September 9, 2023. The Euro Term Loan Facilities provide for borrowings in Euros. The 2025 Term Facility matures on August 11, 2025. The 2025-27 Term Facility matures on August 11, 2025, 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 the 2025-27 Term Facility commitments then outstanding. ​ USD Term Loan Agreement ​ On October 25, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into an escrow agreement (the “Escrow Agreement”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), certain lenders (the “Lenders”), and Arnold & Porter Kaye Scholer LLP, as escrow agent (the “Escrow Agent”), pursuant to which the Operating Partnership, the Company, the Administrative Agent and the Lenders delivered executed signature pages to a new term loan agreement among the Operating Partnership, the Company, the Lenders and the Administrative Agent (the “USD Term Loan Agreement”) to be held in escrow by the Escrow Agent and released by the Escrow Agent upon satisfaction of the terms described in the Escrow Agreement. On January 9, 2023, the terms and conditions of the Escrow Agreement were satisfied, and, on such date, the USD Term Loan Agreement was deemed executed and became effective. The USD Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the “USD Term Loan Facility”). The USD Term Loan Facility provides for borrowings in U.S. dollars. The USD Term Loan Facility will mature on March 31, 2025, subject to one twelve-month extension option at the Operating Partnership’s option; provided, that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans under the USD Term Loan Facility.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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