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Debt Obligations

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt Obligations

Debt Obligations

As of December 31, 2020 and 2019, the Company had the following indebtedness outstanding:

			Carrying Value as of
			December 31, 2020						December 31, 2019						Stated Interest Rate(1)						Scheduled Maturity Date
Secured loan
Secured loan			$	—					$	7,000					N/A						N/A
Net unamortized premium			—						211
Net unamortized debt issuance costs			—						(37)
Total secured loan, net			$	—					$	7,174
Notes payable
Unsecured notes(2)(3)			$	4,518,453					$	4,218,453					1.26% – 7.97%						2022 – 2030
Net unamortized premium			31,390						11,078
Net unamortized debt issuance costs			(25,232)						(23,579)
Total notes payable, net			$	4,524,611					$	4,205,952
Unsecured Credit Facility and term loans
Unsecured Credit Facility - Revolving Facility			$	—					$	7,000					N/A						2023
Unsecured $350 Million Term Loan(3)			350,000						350,000						1.40%						2023
Unsecured $300 Million Term Loan(4)			300,000						300,000						1.40%						2024
Net unamortized debt issuance costs			(7,281)						(8,941)
Total Unsecured Credit Facility and term loans			$	642,719					$	648,059
Total debt obligations, net			$	5,167,330					$	4,861,185

(1)Stated interest rates as of December 31, 2020 do not include the impact of the Company’s interest rate swap agreements (described below).

(2)The weighted average stated interest rate on the Company’s unsecured notes was 3.75% as of December 31, 2020.

(3)Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $150.0 million of the Company’s $250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 to a fixed, combined interest rate of 1.11% (plus a spread of 105 basis points) and the Company’s $350.0 million term loan agreement, as amended April 29, 2020, (the “$350 Million Term Loan”) to a fixed, combined interest rate of 1.11% (plus a spread of 125 basis points) through July 30, 2021.

(4)Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $300.0 million term loan agreement, as amended April 29, 2020 (the “$300 Million Term Loan”) to a fixed, combined interest rate of 2.61% (plus a spread of 125 basis points) through July 26, 2024.

2020 Debt Transactions

During the year ended December 31, 2020, the Company repaid $7.0 million, net of borrowings, under the Operating Partnership’s $1.25 billion revolving credit facility (the “Revolving Facility”).

In June 2020, the Operating Partnership issued $500.0 million aggregate principal amount of 4.050% Senior Notes due 2030 (the “2030 Notes”) at 99.776% of par, the net proceeds of which were used to complete the Tender Offer (defined below), repay outstanding indebtedness under the Revolving Facility, and for general corporate purposes. The 2030 Notes bear interest at a rate of 4.050% per annum, payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2021. The 2030 Notes will mature on July 1, 2030. The Operating Partnership may redeem the 2030 Notes prior to maturity, at its option, at any time in whole or from time to time in part, at the

applicable redemption price specified in the Indenture with respect to the 2030 Notes. If the 2030 Notes are redeemed on or after April 1, 2030 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The 2030 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness.

In August 2020, the Operating Partnership issued an additional $300.0 million aggregate principal amount of the 2030 Notes at 107.172% of par, the net proceeds of which were used to repay outstanding indebtedness under the Revolving Facility and for general corporate purposes. The additional notes form a single series with the previously outstanding 2030 Notes.

In June 2020, the Operating Partnership commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.875% Senior Notes due 2022 (the “2022 Notes”). The Tender Offer expired on June 26, 2020. As a result of the Tender Offer, the Company repurchased notes with a face value of $182.5 million on June 29, 2020 and $0.7 million on July 1, 2020.

In December 2020, the Operating Partnership redeemed the remaining $316.8 million principal amount of 2022 Notes. Pursuant to the terms of the Indenture, the notes were redeemed at a price equal to the principal amount of the notes plus a make-whole premium, together with accrued and unpaid interest up to, but excluding, the redemption date.

During the year ended December 31, 2020, as a result of the Tender Offer, the redemption of the remaining amount of 2022 Notes and the repayment of its $7.0 million secured loan, the Company recognized a $28.1 million loss on extinguishment of debt, net. Loss on extinguishment of debt, net includes $26.2 million of prepayment fees and $1.9 million of accelerated unamortized debt issuance costs and debt discounts, net of premiums.

In April 2020, the Operating Partnership amended its senior unsecured credit agreements related to the Revolving Facility and the Operating Partnership’s term loans, changing the covenant calculation reference period to the most recent twelve months for which it reported financial results from the most recent six months for which it reported financial results, annualized.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of December 31, 2020.

Debt Maturities

As of December 31, 2020 and 2019, the Company had accrued interest of $47.2 million and $36.9 million outstanding, respectively. As of December 31, 2020, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,
2021						$	—
2022						250,000
2023						850,000
2024						800,000
2025						700,000
Thereafter						2,568,453
Total debt maturities						5,168,453
Net unamortized premium						31,390
Net unamortized debt issuance costs						(32,513)
Total debt obligations, net						$	5,167,330

As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months.

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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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

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