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SENIOR NOTES PAYABLE AND OTHER DEBT | 9 Months Ended
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Sep. 30, 2024
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 September 30, 2024 |  | As of December 31, 2023
Unsecured revolving credit facility (1)(2) |  |  | $ | 7,922 |  |  | $ | 14,006 |
Commercial paper notes |  |  | — |  |  | — |
3.50% Senior Notes due 2024 |  |  | — |  |  | 400,000 |
3.75% Senior Notes due 2024 |  |  | — |  |  | 400,000 |
4.125% Senior Notes, Series B due 2024 (2) |  |  | — |  |  | 123,256 |
2.80% Senior Notes, Series E due 2024 (2) |  |  | — |  |  | 55,143 |
Unsecured term loan due 2025 (2) |  |  | — |  |  | 377,501 |
2.65% Senior Notes due 2025 |  |  | 450,000 |  |  | 450,000 |
3.50% Senior Notes due 2025 |  |  | 600,000 |  |  | 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 2027 |  |  | 200,000 |  |  | 200,000 |
Unsecured term loan due June 2027 |  |  | 500,000 |  |  | 500,000 |
2.45% Senior Notes, Series G due 2027 (2) |  |  | 351,227 |  |  | 358,626 |
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) |  |  | 443,656 |  |  | 453,001 |
4.40% Senior Notes due 2029 |  |  | 750,000 |  |  | 750,000 |
5.10% Senior Notes, Series J due 2029 (2) |  |  | 480,627 |  |  | — |
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) |  |  | 221,828 |  |  | 226,501 |
5.625% Senior Note due 2034 |  |  | 500,000 |  |  | — |
5.00% Senior Notes due 2035 |  |  | 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 other |  |  | 3,230,447 |  |  | 3,174,251 |
Total |  |  | 13,772,020 |  |  | 13,568,598 |
Deferred financing costs, net |  |  | (98,717) |  |  | (84,034) |
Unamortized fair value adjustment |  |  | 12,086 |  |  | 17,081 |
Unamortized discounts |  |  | (16,518) |  |  | (10,749) |
Senior notes payable and other debt |  |  | $ | 13,668,871 |  |  | $ | 13,490,896 |
______________________________ (1)As of September 30, 2024 and December 31, 2023, aggregate Canadian Dollar borrowings of C$8.0 million ($5.9 million) and zero were outstanding. As of September 30, 2024 and December 31, 2023, aggregate British Pound borrowings of £1.5 million ($2.0 million) and £11.0 million ($14.0 million) were 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 September 30, 2024, we have a $2.75 billion unsecured revolving credit facility priced at SOFR plus 0.10% (“Adjusted 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 revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 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 customary events of default. As of September 30, 2024, we had $2.74 billion of undrawn capacity under our unsecured revolving credit facility with $7.9 million 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 all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of September 30, 2024, we had no borrowings outstanding under our commercial paper program. Ventas Realty has a $500.0 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, Inc. 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, Inc. 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. During the nine months ended September 30, 2024, we repaid a C$500.0 million ($369.4 million) unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that would otherwise have matured in January 2025. As of September 30, 2024, our $100.0 million uncommitted line for standby letters of credit had an outstanding balance of $15.4 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, Inc. 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 September 30, 2024, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding. During the three and nine months ended September 30, 2024, we recognized approximately $8.1 million and $24.3 million respectively, of contractual interest expense and amortization of issuance costs of $1.7 million and $5.1 million, respectively, related to the Exchangeable Notes. Unamortized issuance costs of $12.0 million as of September 30, 2024 were recorded as an offset to senior notes payable and other debt on our Consolidated Balance Sheet. The Exchangeable Notes are exchangeable at an initial exchange rate of 18.2460 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $54.81 per share of common stock). The initial 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 will be 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 will be 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 our exchangeable senior 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 our exchangeable senior notes as liabilities (included in senior notes payable and other debt on our Consolidated Balance Sheets). Senior Notes In February 2024, Ventas Canada Finance Limited (“Ventas Canada”) issued and sold C$650.0 million ($478.3 million) aggregate principal amount of 5.10% Senior Notes, Series J due 2029 in a private placement. The proceeds were primarily used to repay a C$500.0 million ($369.4 million) unsecured term loan facility due 2025. In April and May 2024, we repaid $800.0 million senior notes consisting of $400.0 million aggregate principal amount of 3.50% Senior Notes due 2024 and $400.0 million aggregate principal amount of 3.75% Senior Notes due 2024 at maturity primarily with cash on hand and through our commercial paper program. In April 2024, we repaid C$73.0 million ($53.4 million) aggregate principal amount of 2.80% Senior Notes, Series E due 2024 at maturity with cash on hand. In May 2024, Ventas Realty issued and sold $500.0 million aggregate principal amount of 5.625% Senior Notes due 2034 in a registered public offering. The proceeds were primarily used to repay balances outstanding under our commercial paper program. In September 2024, Ventas Realty issued and sold $550.0 million aggregate principal amount of 5.00% Senior Notes due 2035 in a registered public offering. We intend to use the proceeds for general corporate purposes, which may include funding of acquisitions or the repayment of other indebtedness. In September 2024, we repaid C$163.3 million ($120.8 million) aggregate principal amount of 4.125% Senior Notes due 2024 at maturity with cash on hand. Mortgages In February 2024, we entered into a C$52.8 million ($39.1 million) fixed rate mortgage loan, which accrues interest at 4.644%, matures in 2029 and is secured by one senior housing community in Canada. In April 2024, we entered into an aggregate C$103.0 million ($75.5 million) fixed rate mortgage loans, which accrue interest at a blended rate of 4.90%, mature in 2029 and are secured by two senior housing communities in Canada. In May 2024, we entered into a $52.3 million fixed rate mortgage loan, which accrues interest at 6.02%, matures in 2034 and is secured by one outpatient medical building in California. Scheduled Maturities of Borrowing Arrangements and Other Provisions As of September 30, 2024, our indebtedness had the following maturities (dollars in thousands):
| Principal Amount Due at Maturity |  | Unsecured Revolving Credit Facility and Commercial Paper Notes |  | Scheduled Periodic Amortization |  | Total Maturities
2024 | $ | 42,528 |  |  | $ | — |  |  | $ | 14,484 |  |  | $ | 57,012 |
2025 | 1,772,771 |  |  | — |  |  | 49,211 |  |  | 1,821,982 |
2026 | 2,034,264 |  |  | — |  |  | 43,140 |  |  | 2,077,404 |
2027 | 1,574,590 |  |  | — |  |  | 43,318 |  |  | 1,617,908 |
2028 | 1,485,324 |  |  | 7,922 |  |  | 36,295 |  |  | 1,529,541 |
Thereafter | 6,537,767 |  |  | — |  |  | 130,406 |  |  | 6,668,173 |
Total maturities | $ | 13,447,244 |  |  | $ | 7,922 |  |  | $ | 316,854 |  |  | $ | 13,772,020 |
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. Periodically, we enter into and designate interest rate 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 the Consolidated Statements of Income. As of September 30, 2024, our variable rate debt obligations of $0.8 billion reflect, in part, the effect of $142.3 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt. As of September 30, 2024, our fixed rate debt obligations of $13.0 billion reflect, in part, the effect of $526.7 million and C$639.8 million notional amount of interest rate swaps with maturities ranging from February 2025 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt. 2024 Activity From June through September 2024, we entered into an aggregate $350.0 million treasury locks to hedge interest rate risk on future debt issuances. In September 2024, we terminated the treasury locks in conjunction with the issuance of the $550.0 million aggregate principal amount of 5.00% Senior Notes due 2035.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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