Lineage, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Debt
(9)Debt
| (in millions) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Unsecured credit facilities | $3,199 | $2,772 |
| Senior unsecured notes | 1,770 | 1,665 |
| 5.25% Notes | 500 | — |
| Secured debt | 497 | 522 |
| Unsecured term loans | 2 | 17 |
| Total debt | 5,968 | 4,976 |
| Less current portion long-term debt | (22) | (56) |
| Less deferred financing costs | (15) | (13) |
| Less discount on debt issued | (5) | — |
| Less below-market debt | (1) | (4) |
| Plus above-market debt | — | 3 |
| Total long-term debt, net | $5,925 | $4,906 |
(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 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.
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:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (in millions) | Contractual Interest Rate (1) | Borrowing Currency Amount | Carrying Amount (USD) | Contractual Interest Rate (1) | Borrowing Currency Amount | Carrying Amount (USD) |
| Term Loan A | ||||||
| USD | SOFR+0.93% | 1,000 | $1,000 | SOFR+0.93% | 1,000 | $1,000 |
| Revolving Credit Facility | ||||||
| USD | SOFR+0.93% | 1,545 | 1,545 | SOFR+0.93% | 1,535 | 1,535 |
| EUR | EURIBOR+0.93% | 378 | 443 | EURIBOR+0.93% | 55 | 57 |
| AUD | BBSW+0.93% | 122 | 80 | BBSW+0.93% | 126 | 78 |
| NZD | BKBM+0.93% | 127 | 74 | BKBM+0.93% | 106 | 60 |
| DKK | CIBOR+0.93% | 155 | 24 | CIBOR+0.93% | 250 | 35 |
| NOK | NIBOR+0.93% | 150 | 15 | NIBOR+0.93% | — | — |
| CAD | CORRA+0.93% | 25 | 18 | CORRA+0.93% | 10 | 7 |
| Total Revolving Credit Facility | $2,199 | $1,772 | ||||
| (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”), EURIBOR = Euro Interbank Offered Rate, BBSW = Bank Bill Swap Rate, BKBM = Bank Bill Reference Rate, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, CORRA = for purpose of the above instruments, the term “CORRA” refers to the Canadian Overnight Repo Rate Average plus 0.29547% (or “Adjusted Term CORRA”). | ||||||
There were $65 million in letters of credit issued on the Company’s Revolving Credit Facility as of September 30, 2025 and $66 million as of December 31, 2024.
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”). 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.
(b)Senior Unsecured Notes
On August 20, 2021, and on August 15, 2022, the Company issued a series of fixed-rate guaranteed, senior unsecured notes with various maturities pursuant to a private placement financing (“Senior Unsecured Notes”). Interest on these notes is due semi-annually in August and February.
The table below summarizes the balances and terms of the Senior Unsecured Notes:
| (in millions, except interest rates) · Borrowing Currency Amount · Interest rate · Maturity date · September 30, 2025 · December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Series A Senior Notes | $300 | 2.22% | 8/20/2026 | $300 | $300 | |
| Series B Senior Notes | $375 | 2.52% | 8/20/2028 | 375 | 375 | |
| Series C Senior Notes | €128 | 0.89% | 8/20/2026 | 150 | 133 | |
| Series D Senior Notes | €251 | 1.26% | 8/20/2031 | 294 | 262 | |
| Series E Senior Notes | £145 | 1.98% | 8/20/2026 | 195 | 182 | |
| Series F Senior Notes | £130 | 2.13% | 8/20/2028 | 175 | 163 | |
| Series G Senior Notes | €80 | 3.33% | 8/20/2027 | 93 | 83 | |
| Series H Senior Notes | €110 | 3.54% | 8/20/2029 | 129 | 115 | |
| Series I Senior Notes | €50 | 3.74% | 8/20/2032 | 59 | 52 | |
| Total Senior Unsecured Notes | $1,770 | $1,665 | ||||
Some of the Senior Unsecured Notes are set to mature in August 2026 and continue to be presented in Long-term debt, net in the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.
(c)5.25% Notes
On June 17, 2025, the Operating Partnership issued $500 million aggregate principal amount of senior notes due July 15, 2030 (the “5.25% Notes”). The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries). The 5.25% Notes bear interest at a rate of 5.25% per year, and interest is payable on January 15 and July 15 of each year, commencing January 15, 2026. The 5.25% Notes were issued at 98.991% of par. Total debt discount of $5 million and debt issuance costs of $5 million, which were capitalized as deferred financing costs, related to the 5.25% Notes were recorded in Long-term debt, net in the condensed consolidated balance sheets as of September 30, 2025.
The Operating Partnership may redeem the 5.25% Notes in whole or in part, at any time and from time to time, prior to June 15, 2030, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the 5.25% Notes); and (ii)100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after June 15, 2030, the Operating Partnership may redeem the 5.25% Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.25% Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The 5.25% Notes require that the Operating Partnership maintain total unencumbered assets of not less than 150% of the aggregate principal amount of all outstanding unsecured debt of the Operating Partnership and its subsidiaries, as determined on a consolidated basis. The 5.25% Notes also contain certain financial covenants required, including:
A maximum total indebtedness to total assets ratio of less than 0.60 to 1.00
A maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00; and
A minimum interest coverage ratio of not less than 1.50 to 1.00.
The Company was in compliance with all financial covenants as of September 30, 2025.
(d)Secured Debt
As of September 30, 2025, the total balance of $497 million was comprised ofthree secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $470 million (due in 2026, 2028, and 2029) and $27 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. One of the Metlife Real Estate Notes is set to mature in January 2026 and continues to be presented in Long-term debt, net in the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.
As of December 31, 2024, the total Secured Debt balance of $522 million was comprised of 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. These debt instruments are secured by various assets specific to the underlying agreement. During the nine months ended September 30, 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 adjustable rate multi-property loan 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, during both the three and nine months ended September 30, 2024, 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.
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.
(e)Unsecured term loans
As of September 30, 2025 and December 31, 2024, the total balance of $2 million and $17 million, respectively, was comprised of euro denominated borrowings the Company assumed as part of a prior acquisition. The Company paid off $12 million of debt relating to the Spain Transportation business during the three months ended September 30, 2025, recognizing a $3 million loss on extinguishment of debt.
(f)Deferred financing costs
During the three and nine months ended September 30, 2025, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $3 million and $9 million, respectively. During the three and nine months ended September 30, 2024, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $5 million and $16 million, respectively.
As of September 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Long-term debt, net within the condensed consolidated balance sheets was $15 million and $13 million, respectively. As of September 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Other assets in the condensed consolidated balance sheets was $23 million and $28 million, respectively.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.