Debt Obligations, net

3 Months Ended

Mar. 31, 2021

The Company's debt obligations were as follows ($ in thousands):


	Carrying Value as of				Stated Interest Rates		Scheduled Maturity Date
	March 31, 2021		December 31, 2020
Secured credit facilities and mortgages:
Revolving Credit Facility	$	—	$	—	LIBOR + 2.00%	(1)	September 2022
Senior Term Loan	491,875		491,875		LIBOR + 2.75%	(2)	June 2023

Mortgages collateralized by net lease assets(3)	713,766		721,075		1.66% - 7.26%	(3)

Total secured credit facilities and mortgages(4)	1,205,641		1,212,950
Unsecured notes:
3.125% senior convertible notes(5)	287,500		287,500		3.125%		September 2022
4.75% senior notes(6)	775,000		775,000		4.75%		October 2024
4.25% senior notes(7)	550,000		550,000		4.25%		August 2025
5.50% senior notes(8)	400,000		400,000		5.50%		February 2026
Total unsecured notes	2,012,500		2,012,500
Other debt obligations:
Trust preferred securities	100,000		100,000		LIBOR + 1.50%		October 2035
Total debt obligations	3,318,141		3,325,450
Debt discounts and deferred financing costs, net(9)	(26,798)		(38,475)
Total debt obligations, net(10)	$	3,291,343	$	3,286,975

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(1)The Revolving Credit Facility bears interest at the Company's election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.50% or (c) LIBOR plus 1.0% and subject to a margin ranging from 1.00% to 1.50%; or (ii) LIBOR subject to a margin ranging from 2.00% to 2.50%. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through September 2023.

(2)The loan bears interest at the Company's election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.50% or (c) LIBOR plus 1.0% and subject to a margin of 1.75%; or (ii) LIBOR subject to a margin of 2.75%.

(3)As of March 31, 2021, the weighted average interest rate of these loans is 4.4%, inclusive of the effect of interest rate swaps.

(4)As of March 31, 2021, $2.1 billion net carrying value of assets served as collateral for the Company's secured debt obligations.

(5)The Company's 3.125% senior convertible fixed rate notes due September 2022 ("3.125% Convertible Notes") are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding September 15, 2022. The conversion rate as of March 31, 2021 was 70.716 shares per $1,000 principal amount of 3.125% Convertible Notes, which equals a conversion price of $14.14 per share. The conversion rate is subject to adjustment from time to time for specified events. Upon conversion, the Company will pay or deliver, as the case may be, a combination of cash and shares of its common stock. As of December 31, 2020, the carrying value of the 3.125% Convertible Notes was $275.1 million, net of fees, and the unamortized discount of the 3.125% Convertible Notes was $10.2 million, net of fees. Upon the adoption of ASU 2020-06 on January 1, 2021, the Company reclassed the unamortized discount to shareholders equity (refer to Note 3). During the three months ended March 31, 2021, the Company recognized $2.2 million of contractual interest. During the three months ended March 31, 2020, the Company recognized $2.2 million of contractual interest and $1.3 million of discount amortization on the 3.125% Convertible Notes. The effective interest rate for the three months ended March 31, 2020 was 5.2%.

(6)The Company can prepay these senior notes without penalty beginning July 1, 2024.

(7)The Company can prepay these senior notes without penalty beginning May 1, 2025.

(8)The Company can prepay these senior notes without penalty beginning August 15, 2024.

(9)On January 1, 2021, the Company adopted ASU 2020-06 and reclassed $10.0 million of debt discount and unamortized fees from the 3.125% Convertible Notes to shareholders' equity on the Company's consolidated balance sheet (refer to Note 3).

(10)The Company capitalized interest relating to development activities of $0.3 million and $0.5 million during the three months ended March 31, 2021 and 2020, respectively.

Future Scheduled Maturities—As of March 31, 2021, future scheduled maturities of outstanding debt obligations are as follows ($ in thousands):


	Unsecured Debt		Secured Debt		Total
2021 (remaining nine months)	—		$	101,519	$	101,519
2022	287,500		96,406		383,906
2023	—		491,875		491,875
2024	775,000		—		775,000
2025	550,000		271,985		821,985
Thereafter	500,000		243,856		743,856
Total principal maturities	2,112,500		1,205,641		3,318,141
Unamortized discounts and deferred financing costs, net	(21,122)		(5,676)		(26,798)
Total debt obligations, net	$	2,091,378	$	1,199,965	$	3,291,343

Senior Term Loan—The Company has a $650.0 million senior term loan (the "Senior Term Loan") that bears interest at LIBOR plus 2.75% per annum and matures in June 2023. The Senior Term Loan is secured by pledges of equity of certain subsidiaries that own a defined pool of assets. The Senior Term Loan permits substitution of collateral, subject to overall collateral pool coverage and concentration limits, over the life of the facility. The Company may make optional prepayments, subject to prepayment fees. As of March 31, 2021, the outstanding balance on the Company's Senior Term Loan was $491.9 million.

Revolving Credit Facility—The Company has a secured revolving credit facility (the "Revolving Credit Facility") with a maximum capacity of $350.0 million that matures in September 2022. Outstanding borrowings under the Revolving Credit Facility are secured by pledges of the equity interests in the Company's subsidiaries that own a defined pool of assets. Borrowings under this credit facility bear interest at a floating rate indexed to one of several base rates plus a margin which adjusts upward or downward based upon the Company's corporate credit rating, ranging from 1.0% to 1.5% in the case of base rate loans and from 2.0% to 2.5% in the case of LIBOR loans. In addition, there is an undrawn credit facility commitment fee that ranges from 0.25% to 0.45%, based on corporate credit ratings. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through September 2023. As of March 31, 2021, based on the Company's borrowing base of assets, had the ability to draw $350.0 million without pledging any additional assets to the facility.

Unsecured Notes—As of March 31, 2021, the Company has senior unsecured notes outstanding with varying fixed-rates and maturities ranging from September 2022 to February 2026. The Company's senior unsecured notes are interest only, are generally redeemable at the option of the Company and contain certain financial covenants (see below).

During the three months ended March 31, 2020, repayments of unsecured notes prior to maturity resulted in losses on early extinguishment of debt of $4.1 million. This amount is included in "Loss on early extinguishment of debt, net" in the Company's consolidated statements of operations.

Debt Covenants—The Company's outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness, as such terms are defined in the indentures governing the debt securities, of at least 1.2x and a covenant restricting certain incurrences of debt based on a fixed charge coverage ratio. If any of the Company's covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of its debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders.

The Company's Senior Term Loan and the Revolving Credit Facility contain certain covenants, including covenants relating to collateral coverage, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. In particular, the Senior Term Loan requires the Company to maintain collateral coverage of at least 1.25x outstanding borrowings on the facility. The Revolving Credit Facility is secured by a borrowing base of assets and requires the Company to maintain both borrowing base asset value of at least 1.5x outstanding borrowings on the facility and a consolidated ratio of cash flow to fixed charges of at least 1.5x. The Revolving Credit Facility does not require that proceeds from the borrowing base be used to pay down outstanding borrowings provided

the borrowing base asset value remains at least 1.5x outstanding borrowings on the facility. To satisfy this covenant, the Company has the option to pay down outstanding borrowings or substitute assets in the borrowing base. Under both the Senior Term Loan and the Revolving Credit Facility the Company is permitted to pay dividends provided that no material default (as defined in the relevant agreement) has occurred and is continuing or would result therefrom and the Company remains in compliance with its financial covenants after giving effect to the dividend.

The Company's Senior Term Loan and the Revolving Credit Facility contain cross default provisions that would allow the lenders to declare an event of default and accelerate the Company's indebtedness to them if the Company fails to pay amounts due in respect of its other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing the Company's unsecured public debt securities permit the bondholders to declare an event of default and accelerate the Company's indebtedness to them if the Company's other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated.