Debt

6 Months Ended

Jun. 30, 2019

Bank Line of Credit and Term Loans

On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility (the “Revolving Facility”), which matures on May 23, 2023 and contains two, six months extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at LIBOR plus a margin that depends on the Company’s credit ratings. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at June 30, 2019, the margin on the Revolving Facility was 0.825% and the facility fee was 0.15%. At June 30, 2019, the Company had $530 million, including £55 million ($70 million), outstanding under the Revolving Facility, with a weighted average effective interest rate of 3.29%.

In May 2019, the Company also entered into a new $250 million unsecured term loan facility, which the Company fully drew down on June 20, 2019 (the “2019 Term Loan” and, together with the Revolving Facility, the “Facilities”). The 2019 Term Loan matures on May 23, 2024. Based on the Company’s credit ratings at June 30, 2019, the 2019 Term Loan accrues interest at a rate of LIBOR plus 0.90%, with a weighted average effective interest rate of 3.38%.

The Facilities include a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. The Facilities also contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.0 billion. At June 30, 2019, the Company believes it was in compliance with each of these restrictions and requirements of the Facilities.

On July 3, 2018, the Company exercised its one-time right under a previously-drawn term loan to repay the outstanding British pound sterling (“GBP”) balance and re-borrow in U.S. Dollars (“USD”) with all other key terms unchanged, which resulted in repayment of a £169 million balance and re-borrowing of $224 million. In November 2018, the Company repaid the $224 million unsecured term loan, bringing the total term loan balance to zero at December 31, 2018.

Senior Unsecured Notes

At June 30, 2019, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.3 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at June 30, 2019.

There were no senior unsecured notes issuances during the six months ended June 30, 2019 or year ended December 31, 2018.

In June 2019, the Company priced a public offering of $650 million aggregate principal amount of 3.25% senior unsecured notes due 2026 (the “2026 Notes”) and $650 million aggregate principal amount of 3.50% senior unsecured notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”). The Notes were issued and the proceeds were received on July 5, 2019.

In July 2019, using the net proceeds from the Notes offering, the Company: (i) redeemed all of the its $800 million, 2.625% senior unsecured notes due February 2020 (the “2020 Notes”), (ii) repurchased $250 million aggregate principal amount of its 4.250% senior notes due 2023 (the “2023 Notes”), and (iii) repurchased $250 million aggregate principal amount of its 4.000% senior notes due 2022 (the “2022 Notes”). Upon completing the redemption of the 2020 Notes and repurchase of a portion of the 2022 Notes and 2023 Notes, the Company incurred a loss on debt extinguishment of approximately $35 million in July 2019.

The following table summarizes the Company’s senior unsecured notes payoffs during the year ended December 31, 2018 (dollars in thousands):



Date	Amount		Coupon Rate
July 16, 2018⁽¹⁾	$	700,000	5.375	%
November 8, 2018	$	450,000	3.750	%

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(1)	The Company recorded a $44 million loss on debt extinguishment related to the repurchase of senior notes.

Mortgage Debt

At June 30, 2019, the Company had $155 million in aggregate principal of mortgage debt outstanding (excluding mortgage debt on assets held for sale), which is secured by 15 healthcare facilities with an aggregate carrying value of $305 million.

Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires insurance on the assets, and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

In May 2019, upon acquiring three senior housing assets from Oakmont, the Company assumed $50 million of secured mortgage debt. In July 2019, upon acquiring five senior housing assets from Oakmont, the Company assumed an additional $112 million of secured mortgage debt (see Note 3).

Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at June 30, 2019 (in thousands):



Year	Bank Line of Credit⁽¹⁾		Term Loan			Senior Unsecured Notes⁽²⁾			Mortgage Debt⁽³⁾		Total⁽⁴⁾
2019 (six months)	$	—	$	—		$	—		$	1,456	$	1,456
2020	—		—			800,000			3,046		803,046
2021	—		—			—			10,679		10,679
2022	—		—			900,000			2,694		902,694
2023	530,004		—			800,000			2,826		1,332,830
Thereafter	—		250,000			2,800,000			134,279		3,184,279
	530,004		250,000			5,300,000			154,980		6,234,984
(Discounts), premium and debt costs, net	—		(1,179		)	(37,306		)	6,849		(31,636		)
	530,004		248,821			5,262,694			161,829		6,203,348
Debt on assets held for sale⁽⁵⁾	—		—			—			28,404		28,404
	$	530,004	$	248,821		$	5,262,694		$	190,233	$	6,231,752

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(1)	Includes £55 million translated into USD.


(2)	Effective interest rates on the notes ranged from 2.79% to 6.87% with a weighted average effective interest rate of 4.03% and a weighted average maturity of five years. After completing the senior unsecured notes transactions in July 2019 (see discussion above), the senior unsecured notes had a weighted average effective interest rate of 4.07% and a weighted average maturity of seven years.


(3)	Excluding mortgage debt on assets held for sale, effective interest rates on the mortgage debt ranged from 2.52% to 5.91% with a weighted average effective interest rate of 4.13% and a weighted average maturity of 14 years.


(4)	Excludes $87 million of other debt that have no scheduled maturities.

(5)

Represents mortgage debt on assets held for sale with an interest rate of 3.45% and maturity in 2044.