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Debt | 6 Months Ended
--- | ---
Jun. 30, 2024
Debt Disclosure [Abstract] |
Debt | Debt
(in millions) | June 30, 2024 |  | December 31, 2023
Unsecured Credit Facilities | $ | 5,811 |  |  | $ | 3,080 |
Unsecured Notes | 1,686 |  |  | 1,708 |
Secured Debt | 1,840 |  |  | 4,188 |
Other | 26 |  |  | 33 |
Total debt | 9,363 |  |  | 9,009 |
Less current portion long-term debt | (39) |  |  | (24) |
Less deferred financing costs | (19) |  |  | (23) |
Less below-market debt | (5) |  |  | (6) |
Plus above-market debt | 2 |  |  | 2 |
Total long-term debt, net | $ | 9,302 |  |  | $ | 8,958 |
(a)Unsecured Credit Facilities As of June 30, 2024 and December 31, 2023, the Company had an outstanding balance on Unsecured Credit Facilities of $5,811 million and $3,080 million, respectively, inclusive of the following debt instruments: i. Credit Agreement - Revolving Credit Facility and Term Loan A On December 22, 2020, the Company entered into a revolving credit and term loan agreement (collectively, the “Credit Agreement”) consisting of a multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”) and a U.S. dollar (“USD”) denominated term loan (the “Term Loan A” or “TLA”) with various lenders. The Revolving Credit Facility and Term Loan A had an original maturity of December 22, 2024 and December 22, 2025, respectively. The Credit Agreement became unsecured with an amendment on August 20, 2021. Effective February 15, 2024, the Company amended and restated the Credit Agreement, increasing the Company’s borrowing capacity under the existing Revolving Credit Facility from $2,625 million to $3,500 million. The amendment also resulted in a pay down of $875 million on the Term Loan A using funds available on the Revolving Credit Facility. After the amendment, the remaining outstanding balance on the Term Loan A is $1,000 million. Additionally, the amendment gives the Company the right to increase the size of the existing Term Loan A, add one or more incremental term loans, and/or increase commitments under the Revolving Credit Facility, up to $500 million, which would increase the total aggregate commitment amount of the existing Credit Agreement to $5,000 million. The amended maturity dates for the Revolving Credit Facility and Term Loan A are February 15, 2028 and February 15, 2029, respectively. Under the terms of the Credit Agreement, the Revolving Credit Facility may be extended through two six-month extension options that can be exercised if certain conditions are met. In connection with the February 2024 refinancing of the Credit Agreement, the Company incurred total fees and expenses of $34 million, of which $31 million was capitalized as deferred financing costs, $2 million was recognized as an immediate loss on extinguishment of debt, and $1 million was recognized in General and administrative expense as third-party costs related to a debt modification. Of the capitalized $31 million in deferred financing costs, $26 million related to the Revolving Credit Facility and $5 million related to the Term Loan A, which are presented in Other assets and Long-term debt, net, respectively, in the condensed consolidated balance sheets. In addition, the Company recognized an additional $5 million in loss on extinguishment of debt related to unamortized deferred financing costs for the portions of the Credit Agreement determined to be extinguished. The following table provides the details of the Credit Agreement:
| June 30, 2024 |  | December 31, 2023
(in millions) | Contractual Interest Rate (1) | Borrowing Currency | Carrying Amount (USD) |  | Contractual Interest Rate (1) | Borrowing Currency | Carrying Amount (USD)
Term Loan A |  |  |  |  |  |
USD | SOFR+1.60% | 1,000 |  | $ | 1,000 |  |  | SOFR+1.60% | 1,875 |  | $ | 1,875 |
Revolving Credit Facility |  |  |  |  |
USD | SOFR+1.60% | 1,475 |  | 1,475 |  |  | SOFR+1.60% | 315 |  | 315 |
CAD | CDOR+1.60% | 442 |  | 323 |  |  | CDOR+1.60% | 448 | 338 |
EUR | EURIBOR+1.60% | 227 |  | 243 |  |  | EURIBOR+1.60% | 349 |  | 238 |
AUD | BBSW+1.60% | 363 |  | 242 |  |  | BBSW+1.60% | 175 |  | 193 |
DKK | CIBOR+1.60% | 487 |  | 70 |  |  | CIBOR+1.60% | 498 |  | 74 |
NZD | BKBM+1.60% | 85 |  | 52 |  |  | BKBM+1.60% | 62 |  | 39 |
NOK | NIBOR+1.60% | 65 |  | 6 |  |  | NIBOR+1.60% | 86 |  | 8 |
Total Revolving Credit Facility |  | $ | 2,411 |  |  |  |  | $ | 1,205 |
1 SOFR = for purpose of the above instruments, the term “SOFR” refers to the Term Secured Overnight Financing Rate plus 0.1% (or “Adjusted Term SOFR”), CDOR = Canadian Dollar Offered Rate, BBSW = Bank Bill Swap Rate, EURIBOR = Euro Interbank Offered Rate, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, BKBM = Bank Bill Reference Rate
There were $67 million in letters of credit issued on the Company’s Revolving Credit Facility as of June 30, 2024 and December 31, 2023. Under the Credit Agreement, the Company has the ability to issue up to $100 million as letters of credit. On June 25, 2024, the Company amended the Credit Agreement to include two new syndicate lenders. Apart from the addition of these lenders, there were no significant changes to the total loan amounts, terms, or conditions of the Credit Agreement. ii. Delayed-draw term loan facility On February 15, 2024, the Company entered into an unsecured delayed-draw term loan facility (“DDTL”) with a borrowing capacity of up to $2,400 million. The involved parties, in addition to the Company, included a syndicate of banks, financial institutions, and other entities, with notable participants being JPMorgan Chase Bank, N.A. (“JPMorgan”) also acting as the administrative agent, and Wells Fargo Securities LLC also acting as a syndication agent. Under this facility, the full commitment was available for borrowing in a single drawing during the period commencing on the closing date and ending on May 10, 2024. In addition, the Company has the right to increase the size of the DDTL, up to $500 million, which would increase the total aggregate commitment amount to $2,900 million. On April 9, 2024, the Company drew $2,400 million under the DDTL. The DDTL matures on February 14, 2025. The DDTL may be extended through a twelve-month extension option that can be exercised if certain conditions are met and an extension fee of 0.3% is paid. The agreement permits prepayments of principal, in whole or in part, at any time, without premium or penalty. There are also additional instances outlined that would trigger a mandatory principal prepayment under specified events. The Company is required to prepay the principal using the entire aggregate net cash proceeds from any issuance or offering of common or preferred equity securities through an underwritten public offering in which the equity interests of the Company are listed on a nationally-recognized stock exchange or a generally offered equity raise, or other specified events which had not occurred as of June 30, 2024. On or before December 31, 2024, the Company must repay outstanding DDTL balances in an amount equal to at least 20.0% of the aggregate principal amount borrowed on the initial funding date. Term loan borrowings under the DDTL facility will bear interest at a rate per annum equal to Term SOFR plus 0.1% (or “Adjusted Term SOFR”), plus the applicable margin ranging from 1.6% to 2.2% based on the Company’s total leverage ratio. Based on the Company’s existing total leverage ratio, the interest rate expected to be in effect for the Company’s prospective DDTL borrowing is Adjusted Term SOFR plus 1.6%. Interest is payable in arrears on a quarterly basis. In addition, the DDTL facility is subject to a commitment fee of 0.2% on the average daily unused amount of the facility commitment. In connection with the execution of the DDTL, the Company incurred and capitalized fees and expenses of $9 million as deferred financing costs. The DDTL capitalized deferred financing costs are presented in Other assets in the condensed consolidated balance sheets. (b)Unsecured Notes As of June 30, 2024 and December 31, 2023, the total balance of $1,686 million and $1,708 million, respectively, was comprised of a series of USD, Euro (“EUR”), and Great British pound (“GBP”) private placement financing instruments that are fixed-rate guaranteed, unsecured senior notes. The notes bear interest at rates between 0.89% and 3.74% and have maturities between August 2026 and August 2032. (c)Secured Debt As of June 30, 2024, the total balance of $1,840 million was comprised of an adjustable rate multi-property loan agreement (“CMBS 5”) in the amount of $1,298 million (due in November 2024 with a one-year extension option), three secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $473 million (due in 2026, 2028, and 2029), and $69 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2024 and 2044. As of December 31, 2023, the total balance of $4,188 million was comprised of an adjustable rate multi-property loan agreement (“CMBS 4”) in the amount of $2,344 million, CMBS 5 loan in the amount of $1,298 million, the MetLife Real Estate Notes totaling $470 million, and $76 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2024 and 2044. During 2024, the Company had the following secured debt pay down and refinancing arrangements: i. Adjustable rate multi-property loan (CMBS 4) On May 9, 2019, the Company entered into CMBS 4 with Column Financial, Inc., Bank of America, N.A., and Morgan Stanley Bank, N.A. in the aggregate amount of $2,350 million. On April 9, 2024, the Company fully paid the remaining outstanding CMBS 4 principal balance of $2,344 million, along with $14 million in accrued interest and fees. ii. MetLife Real Estate Lending LLC - Cool Port Oakland On March 25, 2019, the Company entered into a loan agreement with MetLife Real Estate Lending LLC in the amount of $81 million. On February 6, 2024, the Company entered into a new $81 million loan agreement with MetLife Real Estate Lending LLC, designed as a refinancing arrangement, with a maturity date of March 5, 2029. This agreement enabled the company to fully pay the outstanding balloon payment of $77 million associated with the previous loan due to mature in March 2024. After the repayment, debt issuance fees, and other closing costs, the Company received net cash proceeds of $4 million. The loan bears interest at SOFR plus a spread of 1.8% per annum. In addition, the agreement mandates monthly interest-only payments with a balloon repayment of the outstanding principal amount due upon maturity. As a result of the financing, the Company capitalized $1 million of incurred fees and expenses as deferred financing costs. (d)Other Debt As of June 30, 2024 and December 31, 2023, the total balance of $26 million and $33 million, respectively, was primarily comprised of euro denominated unsecured term loans the Company assumed as part of Transportes Fuentes Group acquisition. (e)Deferred financing costs During the three and six months ended June 30, 2024, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $6 million and $11 million, respectively. During the three and six months ended June 30, 2023, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $5 million and $10 million, respectively. As of June 30, 2024 and December 31, 2023, the amount of unamortized deferred financing costs in Long-term debt, net within the condensed consolidated balance sheets was $19 million and $23 million, respectively. As of June 30, 2024 and December 31, 2023, the amount of unamortized deferred financing costs in Other assets in the condensed consolidated balance sheets was $37 million and $9 million, respectively. (f)Collateral CMBS 5 is secured by certain assets in which the lender has been granted a security interest pursuant to the loan documents. Other than the unsecured loan agreements noted above, all other debt instruments are secured by various other assets specific to the underlying agreement.

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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 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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