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Debt Obligations, net
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt Obligations, net

Note 10—Debt Obligations, net

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

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​

​

​

​

​

​

​

​

​

​

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Carrying Value as of 

​

Stated 

​

Scheduled 

​

    

December 31, 2022

    

December 31, 2021

    

Interest Rates

            

Maturity Date

Secured credit facilities:

 

​

  

 

​

  

​

  

 

  

Revolving Credit Facility

​

$

—

​

$

—

​

LIBOR + 2.00

% (1)

—

Senior Term Loan

​

 

—

​

 

491,875

​

LIBOR + 2.75

% (2)

—

Total secured credit facilities

​

 

—

​

 

491,875

​

  

 

  

Unsecured notes:

​

 

  

​

 

  

​

  

 

  

3.125% senior convertible notes(3)

​

 

—

​

 

287,500

​

3.125

%  

—

4.75% senior notes(4)

​

 

753,561

​

 

775,000

​

4.75

%  

October 2024

4.25% senior notes(5)

​

 

501,997

​

 

550,000

​

4.25

%  

August 2025

5.50% senior notes(6)

​

 

346,906

​

 

400,000

​

5.50

%  

February 2026

Total unsecured notes

​

 

1,602,464

​

 

2,012,500

​

  

 

  

Other debt obligations:

​

 

  

​

 

  

​

  

 

  

Trust preferred securities

​

 

100,000

​

 

100,000

​

LIBOR + 1.50

%  

October 2035

Total debt obligations

​

 

1,702,464

​

 

2,604,375

​

  

 

  

Debt discounts and deferred financing costs, net

​

 

(19,943)

​

 

(32,201)

​

  

 

  

Total debt obligations, net(7)

​

$

1,682,521

​

$

2,572,174

​

  

 

  

(1)The Revolving Credit Facility accrued 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 1.00% 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%. The Company terminated the Revolving Credit Facility in August 2022.
(2)The loan accrued 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 1.00% and subject to a margin of 1.75%; or (ii) LIBOR subject to a margin of 2.75%.
(3)During the years ended December 31, 2022, 2021 and 2020, the Company recognized $3.5 million, $9.0 million, $9.0 million, respectively, of contractual interest on the 3.125% Convertible Notes. Refer to Unsecured Notes below.
(4)The Company can prepay these senior notes without penalty beginning July 1, 2024.
(5)The Company can prepay these senior notes without penalty beginning May 1, 2025.
(6)The Company can prepay these senior notes without penalty beginning August 15, 2024.
(7)The Company capitalized interest relating to development activities of $1.5 million, $1.0 million and $1.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Future Scheduled Maturities—As of December 31, 2022, future scheduled maturities of outstanding debt obligations are as follows ($ in thousands):

​

​

​

​

​

​

​

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Unsecured Debt

    

Secured Debt

    

Total

2023

​

$

—

​

$

—

​

$

—

2024

​

 

753,561

​

 

—

​

 

753,561

2025

​

 

501,997

​

 

—

​

 

501,997

2026

​

 

346,906

​

 

—

​

 

346,906

2027

​

 

—

​

 

—

​

 

—

Thereafter

​

 

100,000

​

 

—

​

 

100,000

Total principal maturities

​

 

1,702,464

​

 

—

​

 

1,702,464

Unamortized discounts and deferred financing costs, net

​

 

(19,943)

​

 

—

​

 

(19,943)

Total debt obligations, net

​

$

1,682,521

​

$

—

​

$

1,682,521

​

Senior Term Loan—The Company had a $650.0 million senior term loan that accrued interest at LIBOR plus 2.75% per annum and matured in June 2023 (the “Senior Term Loan”). The Senior Term Loan was secured by pledges of equity of certain subsidiaries that own a defined pool of assets. The Senior Term Loan permitted substitution of collateral, subject to overall collateral pool coverage and concentration limits, over the life of the facility. The Company repaid the Senior Term Loan in full in March 2022 using proceeds from the Net Lease Sale (refer to Note 3 - Net Lease Sale and

Discontinued Operations). During the year ended December 31, 2022, the Company incurred a “Loss on extinguishment of debt” of $1.4 million in connection with the repayment of the Senior Term Loan.

Revolving Credit Facility—The Company had a secured revolving credit facility with a maximum capacity of $350.0 million and a maturity of September 2022 (the “Revolving Credit Facility”). The Company terminated the Revolving Credit Facility in August 2022. Outstanding borrowings under the Revolving Credit Facility were secured by pledges of the equity interests in the Company’s subsidiaries that own a defined pool of assets. Borrowings under this credit facility accrued interest at a floating rate indexed to one of several base rates plus a margin which adjusted 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 was an undrawn credit facility commitment fee that ranges from 0.25% to 0.45%, based on corporate credit ratings.

Unsecured Notes— As of December 31, 2022, the Company has senior unsecured notes outstanding with varying fixed-rates and maturities ranging from October 2024 to February 2026. In connection with the Net Lease Sale, in the fourth quarter 2021, the Company obtained the consents of holders of its outstanding 4.75% senior notes due 2024, 4.25% senior notes due 2025 and 5.50% senior notes due 2026 to certain amendments to the indentures governing the notes intended to align the indentures with the sale of the Company's net lease assets. The Company paid holders consent fees ranging from 0.75% to 1.00% of the principal amount of consenting notes, depending on the relevant series. 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).

3.125% Senior Convertible Notes—In April 2022, the Company completed separate, privately-negotiated transactions with holders of $194 million aggregate principal amount of the Company's 3.125% Convertible Notes in which the noteholders exchanged their convertible notes with the Company for 13.75 million newly issued shares of the Company's common stock and aggregate cash payments of $14 million. The 3.125% Convertible Senior Notes received by the Company were retired. The Company applied extinguishment accounting and recognized a net increase in shareholders’ equity of $180.6 million inclusive of a $118.1 million loss on extinguishment of debt in connection with these transactions.

In July and August 2022, the Company completed a series of privately-negotiated exchange transactions with holders of approximately $80.9 million aggregate principal amount of the Company's 3.125% Convertible Notes in which the noteholders exchanged their convertible notes with the Company for an aggregate of approximately 3.3 million newly issued shares of the Company's common stock and aggregate cash payments of approximately $43.6 million inclusive of accrued interest. The convertible notes received by the Company were retired. The Company applied extinguishment accounting and recognized a net increase in shareholders’ equity of $38.2 million inclusive of a $12.1 million loss on extinguishment of debt in connection with these transactions.

In September 2022, the holders of approximately $11.7 million aggregate principal amount of the Company's 3.125% Convertible Notes executed their conversion rights under the notes and exchanged their convertible notes with the Company for an aggregate of approximately 92,011 newly issued shares of the Company's common stock and aggregate cash payments of approximately $11.7 million. The convertible notes received by the Company were retired. The Company also repaid $0.5 million principal amount of its 3.125% Convertible Notes for cash at maturity.

4.75% Senior Notes—In April 2022, the Company redeemed $7.1 million principal amount of its 4.75% senior notes due October 2024 for $7.2 million. The Company recognized a $0.2 million loss on extinguishment of debt in connection with these transactions. In July and August 2022, the Company redeemed an aggregate $14.4 million principal amount of its senior notes due October 2024 for $14.5 million. The Company recognized a $0.3 million net loss on extinguishment of debt in connection with these transactions.

5.50% Senior Notes—In June 2022, the Company redeemed $53.1 million principal amount of its 5.50% senior notes due February 2026 for $50.6 million. The Company recognized a $1.7 million net gain on extinguishment of debt in connection with these transactions.

4.25% Senior Notes— In August and September 2022, the Company redeemed an aggregate $48.0 million principal amount of its senior notes due August 2025 for $48.1 million. The Company recognized a $0.7 million loss on extinguishment of debt in connection with these transactions.

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 1.3x 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.