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Indebtedness | 12 Months Ended
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Dec. 31, 2020
Debt Disclosure [Abstract] |
Indebtedness | Indebtedness At December 31, 2020 and 2019, our outstanding indebtedness consisted of the following:
|  |  |  | Principal Balance as of December 31,
Floating Rate Debt (1) |  | Maturity |  | 2020 |  | 2019
Revolving credit facility (2) |  | January 2022 |  | $ | — |  |  | $ | 537,500 |
Term loan |  | June 2020 |  | — |  |  | 250,000 |
Term loan (3) |  | September 2022 |  | 200,000 |  |  | 200,000 |
Total floating rate debt |  |  |  | $ | 200,000 |  |  | $ | 987,500 |
(1)As of December 31, 2020 and 2019, the unamortized net debt issuance costs on certain of these debts were $951 and $1,259, respectively. (2)Outstanding borrowings under our revolving credit facility. (3)We prepaid this term loan in February 2021.
|  |  |  |  |  | December 31, 2020 |  | December 31, 2019
Senior Unsecured Notes (1) |  | Coupon |  | Maturity |  | Face Amount |  | Unamortized Discount |  | Face Amount |  | Unamortized Discount
Senior unsecured notes |  | 6.750 | % |  | April 2020 |  | $ | — |  |  | $ | — |  |  | $ | 200,000 |  |  | $ | 59 |
Senior unsecured notes (2) |  | 6.750 | % |  | December 2021 |  | 300,000 |  |  | 490 |  |  | 300,000 |  |  | 1,024 |
Senior unsecured notes |  | 4.750 | % |  | May 2024 |  | 250,000 |  |  | 263 |  |  | 250,000 |  |  | 342 |
Senior unsecured notes |  | 9.750 | % |  | June 2025 |  | 1,000,000 |  |  | — |  |  | — |  |  | — |
Senior unsecured notes |  | 4.750 | % |  | February 2028 |  | 500,000 |  |  | 6,013 |  |  | 500,000 |  |  | 6,857 |
Senior unsecured notes |  | 5.625 | % |  | August 2042 |  | 350,000 |  |  | — |  |  | 350,000 |  |  | — |
Senior unsecured notes |  | 6.250 | % |  | February 2046 |  | 250,000 |  |  | — |  |  | 250,000 |  |  | — |
Total senior unsecured notes |  |  |  |  |  | $ | 2,650,000 |  |  | $ | 6,766 |  |  | $ | 1,850,000 |  |  | $ | 8,282 |
(1)As of December 31, 2020 and 2019, the unamortized net debt issuance costs on certain of these notes were $35,045 and $21,037, respectively. (2)In February 2021, we issued $500,000 aggregate principal amount of 4.375% senior notes due 2031. We used net proceeds from this offering to prepay our $200,000 term loan and expect to use the remaining net proceeds to redeem all of our outstanding 6.75% senior notes due 2021 in June 2021, when those notes become redeemable with no prepayment premium.
|  | Principal Balance as of December 31, |  |  |  |  |  | Number of Properties as Collateral |  | Net Book Value of Collateral as of December 31,
Secured and Other Debt |  | 2020 (1) |  | 2019 (1) |  | Interest Rate |  | Maturity |  | At December 31, 2020 |  | 2020 |  | 2019
Mortgage note (2) (3) |  | $ | — |  |  | $ | 1,426 |  |  | 7.49 | % |  | January 2022 |  | — |  |  | $ | — |  |  | $ | 11,469 |
Mortgage note |  | 11,838 |  |  | 12,513 |  |  | 6.28 | % |  | July 2022 |  | 1 |  |  | 23,500 |  |  | 23,662 |
Mortgage note |  | 10,724 |  |  | 10,958 |  |  | 4.85 | % |  | October 2022 |  | 1 |  |  | 19,675 |  |  | 20,139 |
Mortgage note |  | 15,805 |  |  | 16,131 |  |  | 5.75 | % |  | October 2022 |  | 2 |  |  | 19,180 |  |  | 19,751 |
Mortgage note |  | 15,646 |  |  | 16,056 |  |  | 6.64 | % |  | June 2023 |  | 1 |  |  | 23,023 |  |  | 22,854 |
Mortgage notes (4) |  | 620,000 |  |  | 620,000 |  |  | 3.53 | % |  | August 2026 |  | 1 |  |  | 705,096 |  |  | 724,715 |
Mortgage note (3) (5) |  | — |  |  | 1,589 |  |  | 6.25 | % |  | March 2026 |  | — |  |  | — |  |  | 4,226 |
Mortgage note |  | 10,470 |  |  | 10,688 |  |  | 4.44 | % |  | July 2043 |  | 1 |  |  | 13,582 |  |  | 13,756 |
Finance Leases |  | 7,811 |  |  | 8,874 |  |  | 7.70 | % |  | April 2026 |  | 2 |  |  | 18,097 |  |  | 18,432 |
Total secured |  | $ | 692,294 |  |  | $ | 698,235 |  |  |  |  |  |  | 9 |  |  | $ | 822,153 |  |  | $ | 859,004 |
(1)The principal balances are the amounts stated in the contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts. As of December 31, 2020 and 2019, the unamortized net premiums and debt issuance costs on certain of these mortgages were $721 and $506, respectively. (2)We prepaid this debt in May 2020. (3)The properties encumbered by these mortgages were classified as held for sale as of December 31, 2019. The associated mortgages, along with $25 of unamortized net debt issuance costs, are included in liabilities of properties held for sale in our consolidated balance sheet as of December 31, 2019. (4)The property encumbered by these mortgages is owned in a joint venture arrangement in which we own a 55% equity interest. The principal amounts listed in the table for these debts have not been adjusted to reflect the equity interests in the joint venture that we do not own. (5)We prepaid this debt in February 2020. We have a $800,000 revolving credit facility that is available for general business purposes. The maturity date of our revolving credit facility is January 2022, and, subject to the payment of an extension fee and meeting other conditions, we have two, one year options to extend the maturity date of the facility to January 2024. Our revolving credit facility provides that we can borrow, repay and re-borrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. As of December 31, 2020, our revolving credit facility required interest to be paid on borrowings at the annual rate of 2.6%, plus a facility fee of 30 basis points per annum on the total amount of lending commitments under the facility. Certain of these terms have been amended pursuant to the June 2020 and January 2021 amendments to the agreements governing our revolving credit facility and term loan, or collectively, our credit and term loan agreements, discussed below. The weighted average annual interest rates for borrowings under our revolving credit facility were 2.2%, 3.4% and 3.0% for the years ended December 31, 2020, 2019 and 2018, respectively. The interest rate premium and facility fee are each subject to adjustment based upon changes to our credit ratings. As of December 31, 2020, we had no outstanding borrowings and $1,000,000 available for borrowing under our revolving credit facility. As of February 22, 2021, we had no outstanding borrowings and $800,000, which is the maximum capacity as a result of the January 2021 amendments to our credit and term loan agreements described below, available for borrowing under our revolving credit facility. As of December 31, 2020, we had a $200,000 term loan outstanding that was scheduled to mature in September 2022 and was prepayable without penalty at any time. At December 31, 2020, the annual interest rate payable on amounts outstanding under this term loan was 2.8%. The weighted average annual interest rate for amounts outstanding under this term loan was 2.7%, 3.7% and 3.4% for the years ended December 31, 2020, 2019 and 2018, respectively. The interest rate premium was subject to adjustment based upon changes to our credit ratings. We repaid this term loan in February 2021 using net proceeds from our February 2021 issuance of 4.375% senior notes due 2031. In June 2020, we amended our credit and term loan agreements through June 30, 2021 in order to provide us with certain flexibility in light of the uncertainties related to the COVID-19 pandemic. In January 2021, we further amended our credit and term loan agreements to, among other things, obtain waivers from compliance with certain financial covenants through June 2022. Pursuant to the January 2021 amendments: •certain of the financial covenants under our credit and term loan agreements, including covenants that require us to maintain certain financial ratios, have been waived through June 2022; •the revolving credit facility commitments have been reduced from $1,000,000, to $800,000; •we pledged certain equity interests of subsidiaries owning properties to secure our obligations under our credit and term loan agreements and agreed to provide first mortgage liens on 91 medical office and life science properties with an aggregate gross book value of real estate assets of $1,429,612 as of December 31, 2020 to secure our obligations, which pledges and/or mortgage liens may be removed or new ones may be added during the Amendment Period based on outstanding debt amounts, among other things; •we have the ability to fund $250,000 of capital expenditures per year, which increased to $350,000 per year following the repayment of our term loan in February 2021, and are restricted in our ability to acquire real property as defined in the agreement governing our revolving credit facility, or our credit agreement; •the interest rate premium over LIBOR under our revolving credit facility and term loan increased by 30 basis points; •certain covenants and restrictions on distributions to common shareholders, share repurchases, capital expenditures, acquiring additional properties and incurring additional indebtedness (in each case subject to various exceptions), and the minimum liquidity requirement of $200,000 will remain in place during the Amendment Period; and •we are generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions, and debt financings to the repayment of our $300,000 senior notes due in 2021, or maintain sufficient cash for such payment of these senior notes until they can be paid at par, our $200,000 term loan and any amounts outstanding under our revolving credit facility. In February 2021, we prepaid our $200,000 term loan using proceeds from our February 2021 issuance of $500,000 aggregate principal amount of 4.375% senior notes due 2031. We expect to use the remaining net proceeds from this offering to redeem all of our outstanding 6.75% senior notes due 2021 in June 2021, when those notes become redeemable with no prepayment premium. In February 2018, we issued $500,000 of 4.75% senior unsecured notes due 2028. We used the net proceeds of this offering to reduce amounts outstanding under our revolving credit facility. In February 2018, in connection with our acquisition of one senior living community, we assumed a $16,748 mortgage note with an annual interest rate of 6.64% and a maturity date in June 2023. In March 2018, in connection with our acquisition of one medical office property, we assumed a $11,050 mortgage note with an annual interest rate of 4.44% and a maturity date in July 2043. In June 2018, in connection with our acquisition of two senior living communities, we assumed a $16,588 mortgage note with an annual interest rate of 5.75% and a maturity date in October 2022. In January 2018, we prepaid, at par plus accrued interest, a mortgage note secured by one of our properties with an outstanding principal balance of approximately $4,338, a maturity date in September 2043 and an annual interest rate of 4.4%. In July 2018, we prepaid, at par plus accrued interest, mortgage notes secured by 12 of our properties with an aggregate outstanding principal balance of approximately $90,602, maturity dates in October 2018 and a weighted average annual interest rate of 5.0%. In September 2018, we prepaid, at par plus accrued interest, a mortgage note secured by one of our properties with an outstanding principal balance of approximately $6,325, a maturity date in January 2019 and an annual interest rate of 4.7%. As a result of these prepayments, we recorded a loss on early extinguishment of debt of $22 for the year ended December 31, 2018. We prepaid these mortgages using cash on hand and borrowings under our revolving credit facility. In May 2019, we redeemed at par all of our outstanding 3.25% senior notes due 2019 for a redemption price equal to the principal amount of $400,000, plus accrued and unpaid interest of $6,500. We funded this redemption with cash on hand and borrowings under our revolving credit facility. Also in May 2019, we prepaid, at par plus accrued interest, a mortgage note secured by four of our senior living communities with an outstanding principal balance of approximately $42,211, a maturity date in July 2019 and an annual interest rate of 3.79%. As a result of this prepayment, we recorded a loss on early extinguishment of debt of $17 for the year ended December 31, 2019. We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility. In December 2019, we obtained a $250,000 term loan with a maturity date in June 2020, which we have prepaid in full as discussed further below. The weighted average annual interest rate for amounts outstanding under this term loan was 2.9% for the year ended December 31, 2019. We used the net proceeds from our $250,000 term loan, together with proceeds from our dispositions, borrowings under our revolving credit facility and cash on hand, to prepay in full our $350,000 term loan that was scheduled to mature on January 15, 2020. As a result of this prepayment, we recorded a loss on early extinguishment of debt of $27 for the year ended December 31, 2019. In February 2020, we prepaid a mortgage note secured by one of our life science properties with an outstanding principal balance of approximately $1,554, a maturity date in March 2026 and an annual interest rate of 6.25%. As a result of this prepayment, we recorded a loss on early extinguishment of debt of $246 for the year ended December 31, 2020. We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility. In April 2020, we redeemed all of our outstanding 6.75% senior notes due 2020 for a redemption price equal to the principal amount of $200,000 plus accrued and unpaid interest of $6,750. We funded this redemption with cash on hand and borrowings under our revolving credit facility. In May 2020, we prepaid a mortgage note secured by one of our medical office properties with an outstanding principal balance of approximately $1,213, a maturity date in January 2022 and an annual interest rate of 7.49%. As a result of the prepayment of this mortgage note, we recorded a loss on early extinguishment of debt of $155 for the year ended December 31, 2020. We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility. In June 2020, we issued $1,000,000 aggregate principal amount of our 9.75% senior notes due 2025 in an underwritten public offering raising net proceeds of $982,300, after deducting estimated offering expenses and underwriters' discounts. These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit and term loan agreements. Prior to June 15, 2022, we may, at our option, redeem all or a portion of these notes at a redemption price equal to the outstanding principal amount of these notes, plus accrued and unpaid interest, plus the make-whole amount set forth in the indenture which governs these notes, as supplemented, or our 2025 Notes Indenture. Prior to June 15, 2022, we may also, at our option, redeem up to 40% of the aggregate principal amount of these notes with the net proceeds of certain equity offerings at the redemption price set forth in the 2025 Notes Indenture, so long as at least 50% of the original aggregate principal amount of these notes remains outstanding after each such redemption. In addition, we have the option to redeem all or a portion of these notes at any time on or after June 15, 2022 at the redemption prices set forth in the 2025 Notes Indenture. We used the net proceeds from this offering to prepay in full our $250,000 term loan which was scheduled to mature in June 2020 and to reduce amounts outstanding under our revolving credit facility. The weighted average interest rate under our $250,000 term loan was 2.4% for the period from January 1, 2020 to June 2, 2020. As a result of the repayment of our $250,000 term loan, we recorded a loss on early extinguishment of debt of $26 for the year ended December 31, 2020. In February 2021, we issued $500,000 aggregate principal amount of our 4.375% senior notes due 2031 in an underwritten public offering raising net proceeds of $491,100, after deducting estimated offering expenses and underwriters' discounts. These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit and term loan agreements. We used net proceeds from this offering to prepay our $200,000 term loan and expect to use the remaining net proceeds to redeem all of our outstanding 6.75% senior notes due 2021 in June 2021, when those notes become redeemable with no prepayment premium. Interest on our senior unsecured notes are payable either semi-annually or quarterly in arrears; however, no principal repayments are due until maturity. Required monthly payments on our mortgages include principal and interest. Payments under our finance leases are due monthly. We include amortization of finance lease assets in depreciation and amortization expense. Our credit agreement and our senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, as defined, which includes RMR LLC ceasing to act as our business and property manager. Our credit agreement and our senior unsecured notes indentures and their supplements also contain covenants, including covenants that restrict our ability to incur debts, and generally require us to maintain certain financial ratios, and our credit agreement restricts our ability to make distributions under certain circumstances. We believe we were in compliance with the terms and conditions of the respective covenants under our credit and term loan agreements and our senior unsecured notes indentures and their supplements at December 31, 2020. Although we have taken steps to enhance our ability to maintain sufficient liquidity, a protracted negative economic impact resulting from the COVID-19 pandemic may cause increased pressure on our ability to satisfy financial and other covenants. We may fail to satisfy covenants and conditions under our credit agreement or fail to satisfy our public debt covenants. We expect the ratio of consolidated income available for debt service to debt service could fall below the 1.5x requirement under our revolving credit facility and our public debt covenants in the first half of 2021. We will not be allowed to incur additional debt while this ratio is below 1.5x. Required principal payments on our outstanding debt as of December 31, 2020, are as follows:
Year |  | Principal Payment |
2021 |  | $ | 303,159 |  |
2022 |  | 239,067 |  |
2023 |  | 16,413 |  |
2024 |  | 251,834 |  |
2025 |  | 1,002,001 |  |
Thereafter |  | 1,729,820 |  | (1)
(1) The carrying value of our total debt outstanding as of December 31, 2020, including unamortized debt issuance costs, premiums and discounts was $3,498,811.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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