Senior Unsecured Notes and Secured Debt

3 Months Ended

Mar. 31, 2023

We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At March 31, 2023, the annual principal payments due on these debt obligations were as follows (in thousands):


	Senior Unsecured Notes (1,2,3)		Secured Debt (1,4)		Totals
2023	$	—	$	550,304	$	550,304
2024	1,350,000		376,620		1,726,620
2025	1,260,000		287,203		1,547,203
2026	700,000		139,870		839,870
2027 (5, 6)	1,906,654		186,449		2,093,103
Thereafter (7, 8)	7,398,745		966,362		8,365,107
Totals	$	12,615,399	$	2,506,808	$	15,122,207

(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheets.

(2) Annual interest rates range from 2.05% to 6.50%.

(3) All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP.

(4) Annual interest rates range from 1.25% to 7.75%. Gross real property value of the properties securing the debt totaled $5,800,377,000 at March 31, 2023.

(5) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $184,843,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2023). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (5.78% at March 31, 2023) and Canadian Dealer Offered Rate plus 0.85% (5.79% at March 31, 2023), respectively.

(6) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $221,811,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2023).

(7) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $680,295,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2023).

(8) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $618,450,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2023).

Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower's ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments.

The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):


	Three Months Ended
	March 31, 2023			March 31, 2022
			Weighted Avg.			Weighted Avg.
	Amount		Interest Rate	Amount		Interest Rate
Beginning balance	$	12,584,529	4.06%	$	11,707,961	3.67%
Debt issued	—		—%	550,000		3.85%


Foreign currency	30,870		4.65%	(26,366)		4.14%
Ending balance	$	12,615,399	4.06%	$	12,231,595	3.69%

The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):


	Three Months Ended
	March 31, 2023			March 31, 2022
			Weighted Avg.			Weighted Avg.
	Amount		Interest Rate	Amount		Interest Rate
Beginning balance	$	2,129,954	4.33%	$	2,202,312	3.03%

Debt issued	362,900		4.97%	5,385		3.08%
Debt assumed	53,223		3.62%	—		—%
Debt extinguished	(24,631)		4.53%	(100,821)		4.21%


Principal payments	(14,942)		3.91%	(15,968)		3.19%
Foreign currency	304		4.39%	24,733		2.73%
Ending balance	$	2,506,808	4.55%	$	2,115,641	3.02%

Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of March 31, 2023, we were in compliance in all material respects with all of the covenants under our debt agreements.