XML 30 R18.htm IDEA: XBRL DOCUMENT v3.25.2
SENIOR NOTES PAYABLE AND OTHER DEBT
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
SENIOR NOTES PAYABLE AND OTHER DEBT
NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our Senior notes payable and other debt (dollars in thousands):
As of June 30, 2025As of December 31, 2024
Unsecured revolving credit facility (1)(2)
$1,374 $6,397 
Commercial paper notes— — 
2.65% Senior Notes due 2025
— 450,000 
3.50% Senior Notes due 2025
— 600,000 
4.125% Senior Notes due 2026
500,000 500,000 
3.75% Exchangeable Senior Notes due 2026
862,500 862,500 
3.25% Senior Notes due 2026
450,000 450,000 
Unsecured term loan due February 2027200,000 200,000 
Unsecured term loan due June 2027500,000 500,000 
2.45% Senior Notes, Series G due 2027 (2)
349,085 330,320 
3.85% Senior Notes due 2027
400,000 400,000 
4.00% Senior Notes due 2028
650,000 650,000 
5.398% Senior Notes, Series I due 2028 (2)
440,950 417,246 
4.40% Senior Notes due 2029
750,000 750,000 
5.10% Senior Notes, Series J due 2029 (2)
477,695 452,017 
3.00% Senior Notes due 2030
650,000 650,000 
4.75% Senior Notes due 2030
500,000 500,000 
2.50% Senior Notes due 2031
500,000 500,000 
3.30% Senior Notes, Series H due 2031 (2)
220,475 208,623 
5.10% Senior Notes due 2032
500,000 — 
5.625% Senior Notes due 2034
500,000 500,000 
5.00% Senior Notes due 2035
550,000 550,000 
6.90% Senior Notes due 2037 (3)
52,400 52,400 
6.59% Senior Notes due 2038 (3)
21,413 21,413 
5.70% Senior Notes due 2043
300,000 300,000 
4.375% Senior Notes due 2045
300,000 300,000 
4.875% Senior Notes due 2049
300,000 300,000 
Mortgage loans and other3,178,982 3,167,886 
Total13,154,874 13,618,802 
Deferred financing costs, net(89,502)(92,365)
Unamortized fair value adjustment7,832 11,587 
Unamortized discounts(16,892)(15,473)
Senior notes payable and other debt$13,056,312 $13,522,551 
______________________________
(1)As of June 30, 2025, we had no Canadian Dollar borrowings and £1.0 million ($1.4 million) British Pound borrowings outstanding. As of December 31, 2024, we had Canadian Dollar and British Pound borrowings of C$2.0 million ($1.4 million) and £4.0 million ($5.0 million) outstanding, respectively.
(2)British Pound and Canadian Dollar debt obligations shown in US Dollars.
(3)Our 6.90% Senior Notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% Senior Notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7, 2028.
Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

As of June 30, 2025, we had a $3.5 billion unsecured revolving credit facility priced at the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (“SOFR”) plus 0.775% which is subject to adjustment based on the Company’s debt ratings. Our unsecured revolving credit facility matures in April 2028, and may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The unsecured revolving credit facility includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $4.5 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

Our unsecured revolving credit facility imposes certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; and (viii) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains certain customary covenants and events of default.

As of June 30, 2025, our $3.5 billion unsecured revolving credit facility had $1.4 million of borrowings outstanding and an additional $0.8 million restricted to support outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporate purposes.

Our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas. As of June 30, 2025 and December 31, 2024, we had no borrowings outstanding under our commercial paper program.

Ventas Realty has a $500.0 million unsecured term loan priced at 0.10% plus SOFR (“Adjusted SOFR”) plus 0.85%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas and subject to certain customary covenants. It matures in June 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

Ventas Realty has a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas and subject to certain customary covenants. It matures in February 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $500.0 million, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

As of June 30, 2025, we had a $100.0 million uncommitted line for standby letters of credit, which had an outstanding balance of $17.6 million. The agreement governing the line contains certain customary covenants and, under its terms, we are required to pay a commission on each outstanding letter of credit at a fixed rate.

Exchangeable Senior Notes

In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased.
As of June 30, 2025, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding with an effective interest rate of 4.62%, inclusive of the impact of the amortization of issuance costs. During the three and six months ended June 30, 2025, we recognized $8.1 million and $16.2 million, respectively, of contractual interest expense and amortization of issuance costs of $1.8 million and $3.5 million, respectively, related to the Exchangeable Notes. Unamortized issuance costs of $6.7 million as of June 30, 2025 were recorded as an offset to Senior notes payable and other debt on our Consolidated Balance Sheets.

The Exchangeable Notes are currently exchangeable at an exchange rate of 18.2628 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $54.76 per share of common stock). The exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes are exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes are exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

We have evaluated and concluded that the exchange options embedded in the Exchangeable Notes are eligible for the entity’s own equity scope exception from ASC 815 and therefore do not need to be bifurcated. Accordingly, we record the Exchangeable Notes as liabilities (included in Senior notes payable and other debt on our Consolidated Balance Sheets).

Senior Notes

In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and 3.50% Senior Notes due 2025, respectively, at maturity.

In June 2025, Ventas Realty issued $500.0 million aggregate principal amount of 5.10% Senior Notes due 2032 in a registered public offering. The proceeds were primarily used for general corporate purposes, which included repayment of other indebtedness and expenses related to the offering.

Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of June 30, 2025, our indebtedness had the following maturities (dollars in thousands):

Principal Amount Due at MaturityUnsecured Revolving Credit Facility and Commercial Paper NotesScheduled Periodic AmortizationTotal Maturities
2025$526,712 $— $24,275 $550,987 
20262,063,997 — 46,235 2,110,232 
20271,587,911 — 46,705 1,634,616 
20281,529,616 1,374 39,373 1,570,363 
20291,668,280 — 32,865 1,701,145 
Thereafter5,486,453 — 101,078 5,587,531 
Total maturities$12,862,969 $1,374 $290,531 $13,154,874 
The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.

We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and variable-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.

Periodically, we enter into interest rate derivatives, such as treasury locks, to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt and recorded in Interest expense in our Consolidated Statements of Income.

As of June 30, 2025, our variable rate debt obligations of $1.2 billion reflect, in part, the effect of $140.9 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. These interest rate swaps were not designated for hedge accounting.

As of June 30, 2025, our fixed rate debt obligations of $11.9 billion reflect, in part, the effect of $126.0 million and C$603.3 million ($443.3 million) notional amount of interest rate swaps with maturities ranging from June 2027 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt. These interest rate swaps were designated as cash flow hedges.

2025 Activity

For the six months ended June 30, 2025, we entered into an aggregate $200.0 million notional amount of 10-year treasury locks to hedge interest rate risk on future debt issuances. The aggregate $200.0 million notional amount of treasury locks have a blended rate of 4.2%.

During the three and six months ended June 30, 2025, approximately $0.5 million and $2.0 million, respectively, of realized gain primarily relating to our interest rate swaps was reclassified into Interest expense in our Consolidated Statements of Income. Approximately $0.7 million of unrealized losses, which are included in Accumulated other comprehensive income as of June 30, 2025, are expected to be reclassified into earnings within the next 12 months.