Lineage Inc

(10)Debt

(a)Unsecured Credit Facilities

i. Credit Agreement - Revolving Credit Facility and Term Loan A

Originally entered into on December 22, 2020, and subsequently amended, the Company has an unsecured 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 USD denominated term loan (the “Term Loan A” or “TLA”) with various lenders.

Effective June 28, 2022, the Company amended and restated the Credit Agreement, increasing the availability under the Revolving Credit Facility by $500 million to a total capacity of $2,625 million and increasing the Term Loan A commitment by $700 million to a total of $1,875 million. The $700 million borrowed on the Term Loan A was utilized to pay down amounts outstanding on the Revolving Credit Facility. In addition, the amendment changed the interest reference rate for USD-denominated balances from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company incurred fees and expenses of $7 million in connection with the upsizing, all of which was capitalized as deferred financing costs during the year ended December 31, 2022.

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 and decreasing the total commitment under the Term Loan A from $1,875 million to $1,000 million. This pay down of $875 million on the Term Loan A was completed using funds available on the Revolving Credit Facility. 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. This amendment also extended the maturity dates for the Revolving Credit Facility from December 22, 2024 to February 15, 2028 and Term Loan A from December 22, 2025 to February 15, 2029. Under the terms of the Credit Agreement, the Revolving Credit Facility may be extended throughtwo 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 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.

Borrowings under the Credit Agreement bear interest based on the Company’s elected borrowing type and borrowing currency. The contractual interest rate is equal to the applicable variable reference rate plus the margin rate. The applicable margin rate is based on the Company’s Total Leverage Ratio and the loan borrowing type. The applicable margin for Term Benchmark and Risk-Free Reference (“RFR”) loans ranges from 1.60% to 2.20% and Alternate Base Rate (“ABR”) loans range from 0.60% to 1.20%. Interest payments on the Revolving Credit Facility and Term Loan A are due quarterly and monthly, respectively.

On July 30, 2024, Moody’s Ratings assigned a first-time Baa2 issuer rating to the Company, with a stable outlook. On August 6, 2024, Fitch Ratings assigned a first-time BBB+ issuer rating to the Company, with a stable outlook. These assigned ratings qualified as an investment grade rating event under the terms of the Credit Agreement and allowed the Company to elect the contractual interest rate margin to be based on the Company’s debt rating instead of the total leverage ratio, effective August 1, 2024, which reduced the RCF and TLA interest rate to Term SOFR plus 0.10% (or “Adjusted Term SOFR”) +1.05%. Upon receipt of the Fitch Rating, the RCF and TLA interest rate was further reduced to Adjusted Term SOFR +0.93%.

The following table provides the details of the Credit Agreement:

There were $66 million in letters of credit issued on the Company’s Revolving Credit Facility as of December 31, 2024 and $67 million as of 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.On April 9, 2024, the Company drew $2,400 million under the DDTL and used the proceeds to pay off the remaining outstanding adjustable rate multi-property loan CMBS 4 (“CMBS 4”).

Term loan borrowings under the DDTL facility bear interest at a rate per annum equal to Adjusted Term SOFR, plus the applicable margin of 1.60% that is based on the Company’s total leverage ratio. Interest is payable in arrears on a quarterly basis. In addition, the DDTL facility is subject to a commitment fee of 0.20% 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.

On July 26, 2024, the Company used a portion of the net proceeds from the IPO to repay in full the remaining outstanding DDTL principal balance of $2,400 million, along with $7 million in accrued interest and fees. Additionally, the Company recorded a $6 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the DDTL.

(b)Senior Unsecured Notes

On August 20, 2021, and on August 15, 2022, the Company entered into private placement financing consisting of a series of fixed-rate guaranteed, senior unsecured notes (“Senior Unsecured Notes”). Interest on the notes is due semi-annually in August and February.

The table below summarizes the balances and terms of the Senior Unsecured Notes:

On September 19, 2024, the Company amended all of its outstanding unsecured senior notes. The amendment involved the removal of select note guarantors and the addition of new ones, including Lineage, Inc. As a result of the amendment, $1 million in lender financing fees were incurred and capitalized. Aside from these changes in note holders, there were no significant changes to the total loan amounts, terms, or conditions of the unsecured notes.

(c)Secured Debt

As of December 31, 2024, the total balance of $522 million was comprised ofthree secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $472 million (due in 2026, 2028, and 2029) and $50 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. As of December 31, 2023, the total balance of $4,193 million was comprised of CMBS 4 in the amount of $2,344 million, an adjustable rate multi-property loan agreement CMBS 5 (“CMBS 5”) loan in the amount of $1,298 million, the MetLife Real Estate Notes totaling $470 million, and $81 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2024 and 2044. These debt instruments are secured by various assets specific to the underlying agreement. 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. Adjustable rate multi-property loan CMBS 5

On October 21, 2020, the Company entered into CMBS 5 with Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and JPMorgan Chase Bank, N.A. in the aggregate amount of $1,320 million.

On August 9, 2024, the Company fully paid the remaining outstanding CMBS 5 principal balance of $1,298 million, along with $8 million in accrued interest and fees. As a result of the full repayment, the Company recorded a $4 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the CMBS 5 loan.

iii. 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 on March 25, 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 1.77% per annum. The agreement requires 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.

iv. Wilmington Trust, National Association Loan

On September 18, 2019, the Company assumed a loan with Wilmington Trust, N. A. in the amount of $26 million, maturing on September 1, 2044, with early payment permitted beginning on June 1, 2024.

On September 3, 2024, the Company fully paid the remaining outstanding principal balance of $24 million.

(d)Unsecured term loans

As of December 31, 2024 and December 31, 2023, the total balance of $17 million and $28 million, respectively, was comprised of euro denominated borrowings the Company assumed as part of a prior acquisition.

(e)Deferred financing costs

During the years ended December 31, 2024, 2023, and 2022, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $18 million, $19 million, and $18 million, respectively.

As of December 31, 2024 and December 31, 2023, the amount of unamortized deferred financing costs in Long-term debt, net within the consolidated balance sheets was $13 million and $23 million, respectively. As of December 31, 2024 and December 31, 2023, the amount of unamortized deferred financing costs in Other assets in the consolidated balance sheets was $28 million and $9 million, respectively.

(f)Future maturities

Future payments on debt, if contractual extensions are executed, for each of the next five years and thereafter are as follows (in millions):