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Debt
 12 Months Ended
Dec. 31, 2021
Debt Instruments [Abstract]  
Debt Debt
Debt consists of the following ($ in thousands):
December 31,
2021		December 31, 2020
Revolving credit facility - unsecured$— $298,000 
Bank term loans - unsecured375,000 650,000 
Senior notes - unsecured, net of discount of $2,921
397,079 — 
Private placement term loans - unsecured400,000 400,000 
Fannie Mae term loans - secured, non-recourse77,038 95,354 
Convertible senior notes - unsecured— 60,000 
Unamortized loan costs(6,234)(4,069)
$1,242,883 $1,499,285 

Aggregate principal maturities of debt as of December 31, 2021 for each of the next five years and thereafter are included in
the table below. These maturities do not include the impact of any debt incurred or repaid subsequent to December 31, 2021 ($ in thousands):

For The Year Ending December 31,
2022$75,389 
2023475,408 
202475,425 
2025125,816 
2026— 
Thereafter497,079 
1,249,117 
Less: unamortized loan costs(6,234)
$1,242,883 

Unsecured revolving credit facility and bank term loans

Our unsecured bank credit facility consists of two term loans – $75.0 million maturing in August 2022 and $300.0 million maturing in September 2023 - and a $550.0 million revolving credit facility that was initially scheduled to mature in August 2021. In April 2021, the Company elected to exercise the extension option on the revolving credit facility available after payment of a 10 basis point extension fee totaling $0.6 million, extending the maturity of the revolver to August 2022. We plan to execute a multiple year extension of our revolving credit facility prior to the August 2022 maturity date, which is discussed in more detail in the “Unsecured revolving credit facility and bank term loans renewal” section below. Should we experience a delay in executing the new credit facility, some combination of cash on hand, proceeds from recent and planned asset sales and operating cash flows is expected to be used to pay off the $75.0 million term loan at its maturity in August 2022. We had swap agreements to fix the interest rates on $400.0 million of term loans that matured December 31, 2021.

In January 2021, we repaid a $100.0 million term loan that was entered into July 2020 with the net proceeds from the 2031 Senior Notes offering discussed below. The term loan bore interest at a rate of 30-day LIBOR (with a 50 basis point floor) plus 185 basis points (“bps”), based on our current leverage ratios. Upon repayment, the Company expensed approximately $1.9 million of deferred financing costs associated with this loan which is included in “Loss on early retirement of debt” in our Consolidated Statement of Income for the year ended December 31, 2021.
The revolving facility fee is currently 25 bps per annum, and based on our current credit ratings, the facility presently provides for floating interest on the revolver and the term loans at 30-day LIBOR plus 120 bps and a blended 127 bps, respectively. At December 31, 2021 and December 31, 2020, 30-day LIBOR was 10 and 14 bps, respectively.

At December 31, 2021, we had $550.0 million available to draw on the revolving portion of our credit facility, subject to usual and customary covenants. Among other stipulations, the unsecured credit facility agreement requires that we maintain certain financial ratios within limits set by our creditors. At December 31, 2021, we were in compliance with these ratios.

Pinnacle Bank is a participating member of our banking group. A member of NHI’s Board of Directors and chairman of our audit committee is also the chairman of Pinnacle Financial Partners, Inc., the holding company for Pinnacle Bank. NHI’s local banking transactions are conducted primarily through Pinnacle Bank.

Unsecured revolving credit facility and bank term loans renewal

We are negotiating with the banks comprising the lending syndicate under the Credit Agreement the significant terms for a new credit agreement that will provide us with a senior unsecured revolving credit facility that will replace the existing facility. We have received firm commitment letters from three banks representing $345.0 million.

Senior Notes 2031

On January 26, 2021, we issued $400.0 million aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021 (the “2031 Senior Notes”). The 2031 Senior Notes were sold at an issue price of 99.196% of face value before the underwriters’ discount. Our net proceeds from the 2031 Senior Notes offering, after deducting underwriting discounts and expenses, were approximately $392.3 million. We used the net proceeds from the 2031 Senior Notes offering to repay our $100.0 million term loan that was entered into in July 2020 and reduce borrowings outstanding under our revolving credit facility.

The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of December 31, 2021 we were in compliance with all these covenants.

Private placement term loans

Our unsecured private placement term loans, payable interest-only, are summarized below ($ in thousands):

AmountInceptionMaturityFixed Rate
$125,000 January 2015January 20233.99 %
50,000 November 2015November 20233.99 %
75,000 September 2016September 20243.93 %
50,000 November 2015November 20254.33 %
100,000 January 2015January 20274.51 %
$400,000 


Except for specific debt-coverage ratios and net worth minimums, covenants pertaining to the private placement term loans are generally conformed with those governing our credit facility. Our unsecured private placement term loan agreements include a rate increase provision that is effective if any rating agency lowers our credit rating on our senior unsecured debt below investment grade and our compliance leverage increases to 50% or more.

Fannie Mae term loans

In March 2015 we obtained $78.1 million in Fannie Mae financing. The term debt financing consists of interest-only payments at an annual rate of 3.79% and a 10-year maturity. On December 23, 2021, we repaid two Fannie Mae term loans with a combined balance of $17.9 million, plus accrued interest of $0.1 million. The payoff included a prepayment fee of $1.5 million, which is reflected in the line item “Loss on early retirement of debt” in our Consolidated Statements of Income for the year ended December 31, 2021. The remaining mortgages are non-recourse and secured by eleven properties leased to Bickford.
In a December 2017 acquisition, we assumed additional Fannie Mae debt that amortizes through 2025 when a balloon payment will be due, is subject to prepayment penalties until 2024, bears interest at a nominal rate of 4.6%, and has remaining balance of $16.9 million at December 31, 2021. Collectively, these notes are secured by 12 facilities having a net book value of $110.5 million, excluding one property in assets held for sale at December 31, 2021.

Repayment of HUD mortgage loans

In the fourth quarter of 2020, we repaid ten HUD mortgage loans with a combined balance of $42.6 million, plus accrued interest of $0.2 million. The payoff included a prepayment fee of $1.6 million and the recognition of the unamortized discount and deferred financing cost of $1.2 million and $1.1 million, respectively, which are reflected in the line item “Loss on early retirement of debt” in our Consolidated Statements of Income for the year ended December 31, 2020.

Convertible senior notes

On April 1, 2021, our 3.25% senior unsecured convertible notes (the “Convertible Notes”) issued March 2014 matured. The Company paid $67.1 million, including accrued interest of $1.0 million and a $6.1 million conversion premium, to retire the Convertible Notes. The conversion premium was recorded as a reduction of “Capital in excess of par value” in our Consolidated Balance Sheet as of December 31, 2021.

In December 2019, through the issuance of common stock and cash we retired $60.0 million of the remaining $120.0 million of convertible notes outstanding at that time. Total consideration given in the exchange of $73.1 million included the issuance of 626,397 shares of NHI common stock with a fair value of $51.0 million and cash disbursed of $22.1 million. The consideration was allocated as $60.3 million to the note retirement with the remaining expenditure of $12.8 million allocated to retirement of the equity feature of the notes. A loss of $0.8 million for the year ended December 31, 2019, resulted from the excess allocation of cash expenditures over the book value of the notes retired, net of discount and issuance costs.

Interest Rate Swap Agreements

On December 31, 2021, our $400.0 million interest rate swap agreements in place to hedge against fluctuations in variable interest rates applicable to our bank loans matured. The matured swaps had an average interest rate of 1.92%. In June 2020,$210.0 million notional amount of swaps matured.

If the fair value of the hedge was an asset, we include it in our Consolidated Balance Sheets in the line item “Other assets”, and, if a liability, as a component of “Accounts payable and accrued expenses”. See Note 12 for fair value disclosures about our interest rate swap agreements. Net liability balances for our hedges included as components of “Accounts payable and accrued expenses” on December 31, 2020 were $7.1 million. The following table summarizes interest expense ($ in thousands):
Year Ended December 31,
202120202019
Interest expense on debt at contractual rates$40,866 $43,458 $53,923 
Losses reclassified from accumulated other
comprehensive income into interest expense7,286 6,330 (791)
Capitalized interest(40)(254)(399)
Amortization of debt issuance costs, debt discount and other2,698 3,348 3,566 
Total interest expense$50,810 $52,882 $56,299