SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt as of June 30, 2013 and December 31, 2012:



	June 30, 2013			December 31, 2012
	(In thousands)
Unsecured revolving credit facility	$	259,616		$	540,727
6.25% Senior Notes due 2013	—			269,850
Unsecured term loan due 2015 (1)	123,306			130,336
3.125% Senior Notes due 2015	400,000			400,000
6% Senior Notes due 2015	234,420			234,420
Unsecured term loan due 2017 (1)	375,000			375,000
Unsecured term loan due 2018	180,000			180,000
2.00% Senior Notes due 2018	700,000			700,000
4.00% Senior Notes due 2019	600,000			600,000
2.700% Senior Notes due 2020	500,000			—
4.750% Senior Notes due 2021	700,000			700,000
4.25% Senior Notes due 2022	600,000			600,000
3.25% Senior Notes due 2022	500,000			500,000
6.90% Senior Notes due 2037	52,400			52,400
6.59% Senior Notes due 2038	22,973			22,973
5.45% Senior Notes due 2043	258,750			—
Mortgage loans and other (2)	2,856,244			2,880,609
Total	8,362,709			8,186,315
Capital lease obligations	—			142,412
Unamortized fair value adjustment	82,648			111,623
Unamortized discounts	(25,284		)	(26,704		)
Senior notes payable and other debt	$	8,420,073		$	8,413,646


(1)	These amounts represent in aggregate the approximate $500.0 million of borrowings outstanding under our unsecured term loan facility. Certain amounts included in the 2015 tranche are in the form of Canadian dollar borrowings.


(2)	In July 2013, we repaid in full approximately $126.2 million of the mortgage loans outstanding as of June 30, 2013.

As of June 30, 2013, our indebtedness had the following maturities:



	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility (1)		Scheduled Periodic Amortization		Total Maturities(1)
	(In thousands)
2013 (2)	$	184,866	$	—	$	26,383	$	211,249
2014 (3)	294,206		—		48,735		342,941
2015	1,053,864		259,616		39,672		1,353,152
2016	410,917		—		32,541		443,458
2017	922,715		—		20,391		943,106
Thereafter (4)	4,910,132		—		158,671		5,068,803
Total maturities	$	7,776,700	$	259,616	$	326,393	$	8,362,709


(1)	As of June 30, 2013, we had $62.4 million of unrestricted cash and cash equivalents, for $197.2 million of net borrowings outstanding under our unsecured revolving credit facility. Borrowings under our unsecured revolving credit facility mature on October 16, 2015, but may be extended for an additional period of one year at our option, subject to the satisfaction of certain conditions.


(2)	In July 2013, we repaid in full approximately $108.1 million of the mortgage loans outstanding as of June 30, 2013.


(3)	In July 2013, we repaid in full approximately $18.1 million of the mortgage loans outstanding as of June 30, 2013.

(4)

Includes $52.4 million aggregate principal amount of our 6.90% senior notes due 2037 that is subject to repurchase, at the option of the holders, on October 1 in each of the years 2017 and 2027, and $23.0 million aggregate principal amount of 6.59% senior notes due 2038 that was or is subject to repurchase, at the option of the holders, on July 7 in each of the years 2013, 2018, 2023 and 2028. The option to require us to repurchase the 6.59% senior notes due 2038 on July 7, 2013 was not exercised by any holder.

Unsecured Revolving Credit Facility and Term Loans

We have $2.0 billion of aggregate borrowing capacity under our unsecured revolving credit facility, which may be increased to up to $2.5 billion at our option, subject to the satisfaction of certain conditions, and includes sublimits of (a) up to $200 million for letters of credit, (b) up to $200 million for swingline loans, (c) up to $250 million for loans in certain alternative currencies, and (d) up to 50% of the facility for certain negotiated rate loans. Borrowings under our unsecured revolving credit facility bear interest at a fluctuating rate per annum (based on the applicable LIBOR for Eurocurrency rate loans and the higher of (i) the federal funds rate plus 0.50%, (ii) the administrative agent’s prime rate and (iii) the applicable LIBOR plus 1.0% for base rate loans, plus, in each case, a spread based on our senior unsecured long-term debt ratings). We also pay a facility fee ranging from 15 basis points to 45 basis points per annum (based on our senior unsecured long-term debt ratings) on the aggregate revolving commitments under our unsecured revolving credit facility. At June 30, 2013, the applicable spread was 110 basis points for Eurocurrency rate loans and 10 basis points for base rate loans and the facility fee was 17.5 basis points. Borrowings under our unsecured revolving credit facility mature on October 16, 2015, but may be extended for an additional period of one year at our option, subject to the satisfaction of certain conditions.

As of June 30, 2013, we had $259.6 million of borrowings outstanding, $14.9 million of letters of credit outstanding and $1.73 billion of unused borrowing capacity available under our unsecured revolving credit facility.

Senior Notes

In February 2013, we repaid in full, at par, $269.9 million principal amount then outstanding of our 6.25% senior notes due 2013 upon maturity.

In March 2013, we issued and sold: $258.8 million aggregate principal amount of 5.45% senior notes due 2043, at a public offering price equal to par, for total proceeds of $258.8 million before any underwriting discounts and expenses; and $500.0 million aggregate principal amount of 2.700% senior notes due 2020, at a public offering price equal to 99.942% of par, for total proceeds of $499.7 million before any underwriting discounts and expenses.

Capital Leases

As of December 31, 2012, we leased eight seniors housing communities pursuant to arrangements that were accounted for as capital leases. In January 2013, we acquired these facilities for aggregate consideration of $145.0 million, thereby eliminating our capital lease obligation.