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Debt
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt
Debt
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 month extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at LIBOR plus a margin that depends on credit ratings of the Company's senior unsecured long-term debt. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on those credit ratings at December 31, 2019, the margin on the Revolving Facility was 0.825% and the facility fee was 0.15%.
In conjunction with the Company's exit from the U.K. in December 2019 (see Note 8), the Company paid down £55 million ($72 million) under the Revolving Facility. At December 31, 2019, the Company had no balance outstanding under the Revolving Facility.
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 December 31, 2019, the 2019 Term Loan accrues interest at a rate of LIBOR plus 0.90%, with a weighted average effective interest rate of 2.79%.
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 December 31, 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 GBP balance and re-borrow in 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.
Commercial Paper Program
In September 2019, the Company established an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, unsecured short-term debt securities with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $1.0 billion. Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company intends to use its Revolving Facility as a liquidity backstop for the repayment of unsecured short term debt securities issued under the Commercial Paper Program.
As of December 31, 2019, the Company had $93 million of notes outstanding under the Commercial Paper Program, with original maturities of one month and a weighted average interest rate of 2.04%.
Senior Unsecured Notes
At December 31, 2019, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.7 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 December 31, 2019.
The following table summarizes the Company’s senior unsecured notes issuances during the year ended December 31, 2019 (dollars in thousands):
Date
 
Amount
 
Coupon Rate
 
Maturity Date
November 21, 2019
 
$
750,000

 
3.000
%
 
2030
July 5, 2019
 
$
650,000

 
3.250
%
 
2026
July 5, 2019
 
$
650,000

 
3.500
%
 
2029
There were no senior unsecured notes issuances for the years ended December 31, 2018 and 2017.
The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands):
Date
 
Amount
 
Coupon Rate
 
Maturity Date
Year ended December 31, 2019:
 
 
 
 
 
 
November 21, 2019(1)
 
$
350,000

 
4.000
%
 
2022
July 22, 2019(2)
 
$
800,000

 
2.625
%
 
2020
July 8, 2019(2)
 
$
250,000

 
4.000
%
 
2022
July 8, 2019(2)
 
$
250,000

 
4.250
%
 
2023
Year ended December 31, 2018:
 
 
 
 

 
 
November 8, 2018
 
$
450,000

 
3.750
%
 
2019
July 16, 2018(3)
 
$
700,000

    
5.375
%
 
2021
Year ended December 31, 2017:
 
 
 
 
 
 
July 27, 2017(4)
 
$
500,000

 
5.375
%
 
2021
May 1, 2017
 
$
250,000

 
5.625
%
 
2017

_______________________________________
(1)
The Company recognized a $22 million loss on debt extinguishment related to the repurchase of senior notes.
(2)
Upon completing the redemption of the 2.625% senior unsecured notes due February 2020 and repurchasing a portion of the 4.250% senior unsecured notes due 2023 and the 4.000% senior unsecured notes due 2022, the Company recognized a $35 million loss on debt extinguishment.
(3)
The Company recognized a $44 million loss on debt extinguishment related to the repurchase of senior notes.
(4)
The Company recognized a $54 million loss on debt extinguishment related to the repurchase of senior notes.
Mortgage Debt
At December 31, 2019, the Company had $264 million in aggregate principal of mortgage debt outstanding (excluding mortgage debt on assets held for sale), which is secured by 17 healthcare facilities with an aggregate carrying value of $511 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 maturing in 2028 and having a weighted average interest rate of 4.83%. In July 2019, upon acquiring five senior housing assets from Oakmont, the Company assumed an additional $112 million of secured mortgage debt with maturity dates ranging from 2027 to 2033 and a weighted average interest rate of 4.89% (see Note 4).
Debt Maturities
The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at December 31, 2019 (dollars in thousands):
 
 
 
 
 
 
 
 
Senior Unsecured Notes(1)
 
Mortgage Debt(2)
 
 
Year
 
Bank Line of Credit
 
Commercial Paper
 
Term Loan
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
 
Total(3)
2020
 
$
—

 
$
93,000

 
$
—

 
$
—

 
—
%
 
$
4,132

 
5.08
%
 
$
97,132

2021
 
—

 
—

 
—

 
—

 
—
%
 
11,821

 
5.26
%
 
11,821

2022
 
—

 
—

 
—

 
300,000

 
3.37
%
 
3,886

 
—
%
 
303,886

2023
 
—

 
—

 
—

 
550,000

 
4.37
%
 
4,069

 
—
%
 
554,069

2024
 
—

 
—

 
250,000

 
1,150,000

 
4.17
%
 
4,247

 
—
%
 
1,404,247

Thereafter
 
—

 
—

 
—

 
3,700,000

 
3.86
%
 
236,089

 
4.09
%
 
3,936,089

 
 
—

 
93,000

 
250,000

 
5,700,000

 
 
 
264,244

 
 
 
6,307,244

(Discounts), premium and debt costs, net
 
—

 
—

 
(1,058
)
 
(52,007
)
 
 
 
12,663

 
 
 
(40,402
)
 
 
—

 
93,000

 
248,942

 
5,647,993

 
 
 
276,907

 
 
 
6,266,842

Debt on assets held for sale(4)
 
—

 
—

 
—

 
—

 
 
 
32,289

 
 
 
32,289

 
 
$
—

 
$
93,000

 
$
248,942

 
$
5,647,993

 


 
$
309,196

 


 
$
6,299,131

_______________________________________
(1)
Effective interest rates on the senior notes range from 3.14% to 6.87% with a weighted average effective interest rate of 3.94% and a weighted average maturity of seven years.
(2)
Excluding mortgage debt on assets held for sale, effective interest rates on the mortgage debt range from 2.22% to 5.91% with a weighted average effective interest rate of 4.09% and a weighted average maturity of 13 years.
(3)
Excludes $85 million of other debt that has no scheduled maturities. Other debt represents (i) $52 million of non-interest bearing life care bonds and occupancy fee deposits at certain of the Company's senior housing facilities and (ii) $33 million of on-demand notes from the CCRC JV which bear interest at a rate of 3.6%.
(4)
Represents mortgage debt on assets held for sale with interest rates that ranged from 3.45% to 6.80% and matures in 2026, 2028, and 2044.