NOTE 11. Debt

Bank Line of Credit and Term Loans

The Company’s $2.0 billion unsecured revolving line of credit facility (the “Facility”) matures on March 31, 2018 and contains a one-year extension option. Borrowings under the Facility accrue interest at LIBOR plus a margin that depends upon the Company’s debt ratings. The Company pays a facility fee on the entire revolving commitment that depends on its debt ratings. Based on the Company’s debt ratings at March 31, 2015, the margin on the Facility was 0.925%, and the facility fee was 0.15%. The Facility also includes a feature that will allow the Company to increase the borrowing capacity by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions. At March 31, 2015, the Company had £242 million ($359 million) outstanding under the Facility with a weighted average effective interest rate of 1.72%.

On January 12, 2015, the Company entered into a credit agreement with a syndicate of banks for a £220 million ($327 million at March 31, 2015) four-year unsecured term loan (the “2015 Term Loan”) that accrues interest at a rate of GBP LIBOR plus 0.975%, subject to adjustments based on the Company’s credit ratings. Proceeds from this term loan were used to repay a £220 million draw on the Facility to fund the November 2014 HC-One debt investment (see Note 7). Concurrently, the Company entered into a three-year interest rate swap agreement that effectively fixes the interest rate of the 2015 Term Loan at 1.79% (see Note 20). The 2015 Term Loan contains a one-year committed extension option.

The Facility and term loans 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 Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60% and (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times. The Facility and Term Loans also require a Minimum Consolidated Tangible Net Worth of $9.5 billion at March 31, 2015. At March 31, 2015, the Company was in compliance with each of these restrictions and requirements of the Facility and Term Loans.

Senior Unsecured Notes

At March 31, 2015, the Company had senior unsecured notes outstanding with an aggregate principal balance of $8.1 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 March 31, 2015.

The following table summarizes the Company’s senior unsecured note issuances for the periods presented (dollars in thousands):


Period	Amount		Coupon Rate			Maturity Date		Net Proceeds
Three months ending March 31, 2015:
January 21, 2015	$	600,000		3.400	%		2025	$	591,000
Year ending December 31, 2014:
August 14, 2014	$	800,000		3.875	%		2024	$	792,000
February 21, 2014	$	350,000		4.200	%		2024	$	346,000

The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands):


Period	Amount		Coupon Rate
Three months ending March 31, 2015:
March 1, 2015	$	200,000		6.00	%
Year ending December 31, 2014:
February 1, 2014	$	400,000		2.70	%
June 14, 2014	$	62,000		6.00	%
June 14, 2014	$	25,000		3 Month LIBOR+0.9	%

Mortgage Debt

At March 31, 2015, the Company had $981 million in aggregate principal amount of mortgage debt outstanding secured by 70 healthcare facilities (including redevelopment properties), which have a carrying value of $1.3 billion. At March 31, 2015, interest rates on the mortgage debt ranged from 0.42% to 8.38% with a weighted average effective interest rate of 6.15% and a weighted average maturity of three years.

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 maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple assets and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2015 (in thousands):


					Senior
	Bank Line of				Unsecured		Mortgage
Year	Credit(1)		Term Loans(2)		Notes(3)		Debt		Total(4)
2015 (Nine months)	$	—	$	—	$	200,000	$	35,549	$	235,549
2016		—		203,404		900,000		292,222		1,395,626
2017		—		—		750,000		581,891		1,331,891
2018		358,555		—		600,000		6,583		965,138
2019		—		326,634		450,000		2,072		778,706
Thereafter		—		—		5,150,000		63,170		5,213,170
		358,555		530,038		8,050,000		981,487		9,920,080
Discounts, net		—		—		(27,467)		(1,597)		(29,064)
	$	358,555	$	530,038	$	8,022,533	$	979,890	$	9,891,016

(1) Represents £242 million translated into U.S. dollars.

(2) Represents £357 million translated into U.S. dollars.

(3) Interest rates on the notes ranged from 2.79% to 6.99% with a weighted average effective interest rate of 4.82% and a weighted average maturity of six years.

(4) Excludes $96 million of other debt that represents Life Care Bonds and Demand Notes that have no scheduled maturities.

Other Debt

At March 31, 2015, the Company had $70 million of non-interest bearing life care bonds at two of its continuing care retirement communities and non-interest bearing occupancy fee deposits at two of its senior housing facilities, all of which were payable to certain residents of the facilities (collectively, “Life Care Bonds”). The Life Care Bonds are generally refundable to the residents upon the termination of the contract or upon the successful resale of the unit.

In conjunction with the Brookdale Transaction, on August 29, 2014, the Company borrowed $26 million from the CCRC JV in the form of on-demand notes (“Demand Notes”). The Demand Notes bear interest at a rate of 4.5%.