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Indebtedness | 12 Months Ended
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Dec. 31, 2023
Debt Disclosure [Abstract] |
Indebtedness | Indebtedness At December 31, 2023 and 2022, our outstanding indebtedness consisted of the following:
|  |  |  | Principal Balance as of December 31,
Floating Rate Debt |  | Maturity |  | 2023 |  | 2022
Credit facility (1) |  | N/A |  | $ | — |  |  | $ | 700,000 |
Total floating rate debt |  |  |  | $ | — |  |  | $ | 700,000 |
(1)In December 2023, we repaid the remaining principal balance of our then credit facility which had an original maturity date of January 2024 and terminated the agreement.
|  |  |  |  |  | December 31, 2023 |  | December 31, 2022
Senior Unsecured Notes (1) |  | Coupon |  | Maturity |  | Face Amount |  | Unamortized Discount |  | Face Amount |  | Unamortized Discount
Senior unsecured notes |  | 4.750 | % |  | May 2024 |  | $ | — |  |  | — |  |  | $ | 250,000 |  |  | 105 |
Senior unsecured notes (2) |  | 9.750 | % |  | June 2025 |  | 500,000 |  |  | — |  |  | 500,000 |  |  | — |
Senior unsecured notes |  | 4.750 | % |  | February 2028 |  | 500,000 |  |  | 3,483 |  |  | 500,000 |  |  | 4,325 |
Senior unsecured notes (2) |  | 4.375 | % |  | March 2031 |  | 500,000 |  |  | — |  |  | 500,000 |  |  | — |
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 |  |  |  |  |  | $ | 2,100,000 |  |  | $ | 3,483 |  |  | $ | 2,350,000 |  |  | $ | 4,430 |
(1)As of December 31, 2023 and 2022, the unamortized net debt issuance costs on certain of these notes were $23,899 and $27,870, respectively. (2)These notes are fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries. The notes and the guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.
|  | Principal Balance as of December 31, |  |  |  |  |  | Number of Properties as Collateral |  | Net Book Value of Collateral as of December 31,
Secured and Other Debt |  | 2023 (1) |  | 2022 (1) |  | Interest Rate |  | Maturity |  | At December 31, 2023 |  | 2023 |  | 2022
Mortgage note |  | $ | — |  |  | $ | 14,732 |  |  | 6.64 | % |  | June 2023 |  | 1 |  |  | $ | — |  |  | $ | 24,645 |
Senior secured notes (2)(3)(4) |  | 940,534 |  |  | — |  |  | 0.00 | % |  | January 2026 |  | 95 |  |  | 1,075,889 |  |  | — |
Mortgage note |  | 9,109 |  |  | 9,997 |  |  | 6.44 | % |  | July 2043 |  | 1 |  |  | 13,589 |  |  | 13,234 |
Finance Leases |  | 3,911 |  |  | 5,339 |  |  | 7.70 | % |  | April 2026 |  | 2 |  |  | 22,765 |  |  | 20,624 |
Total secured |  | $ | 953,554 |  |  | $ | 30,068 |  |  |  |  |  |  | 99 |  |  | $ | 1,112,243 |  |  | $ | 58,503 |
(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, 2023 and 2022, the unamortized net premiums and debt issuance costs on certain of these mortgages were $0 and $(109), respectively. (2)These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis by certain of our subsidiaries that own 95 properties, or the Collateral Guarantors, and on a joint, several and unsecured basis, by all our subsidiaries other than the Collateral Guarantors, except for certain excluded subsidiaries, or the Non-Collateral Guarantors. These notes and the guarantees provided by the Collateral Guarantors are secured by a first priority lien and security interest on each of the collateral properties and 100% of the equity interests in each of the Collateral Guarantors. The guarantees provided by the Non-Collateral Guarantors are effectively subordinated to all of the subsidiary guarantors' secured indebtedness to the extent of the value of the collateral securing such secured indebtedness, and the notes and the guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. (3)These notes require no cash interest to accrue prior to maturity and will accrete at a rate of 11.25% per annum compounded semiannually on January 15 and July 15 of each year, such that the accreted value will equal the principal amount at maturity. These notes have an unamortized discount balance of $187,813 and unamortized net debt issuance costs of $21,510 as of December 31, 2023, respectively. (4)We have a one-time option to extend the maturity date of these notes by one year, to January 15, 2027, subject to satisfaction of certain conditions and payment of an extension fee. If we exercise this option, interest payments will be due semiannually during the extension period at an initial interest rate of 11.25% with increases of 50 basis points every 90 days these notes remain outstanding. Until its repayment in full on December 21, 2023, we had a $450,000 credit facility that was fully drawn. At December 21, 2023, our former credit facility required interest to be paid on borrowings at the annual rate of 8.4%, plus a facility fee of $338 per quarter. As of December 31, 2023, our former credit facility is fully paid off and our credit agreement is terminated. The weighted average annual interest rates for borrowings under our credit facility were 7.9%, 4.5% and 2.9% for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, all $940,534 of our senior secured notes due 2026 are fully and unconditionally guaranteed, on a joint, several and senior secured basis by the Collateral Guarantors and on a joint, several and unsecured basis by the Non-Collateral Guarantors, and all $500,000 of our 9.75% senior notes due 2025 and all $500,000 of our 4.375% senior notes due 2031 were fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries. The notes and the guarantees (other than our senior secured notes and the guarantees provided by the Collateral Guarantors) are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and the notes and the guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. Our remaining $1,100,000 of senior unsecured notes do not have the benefit of any guarantees as of December 31, 2023. In February 2022, we and our lenders amended our credit agreement. Pursuant to the amendment, among other things, the facility commitments were reduced from $800,000 to $700,000 following our repayment of $100,000. In February 2022, we exercised our option to extend the maturity date of our former credit facility by one year to January 2024. In January 2023, pursuant to our credit agreement, we repaid $113,627 in outstanding borrowings under our former credit facility and the facility commitments were reduced to $586,373. In February 2023, we and our lenders further amended our credit agreement. Pursuant to the amendment the facility commitments were reduced from $586,373 to $450,000 following our repayment of $136,373 in then outstanding borrowings, and as a result of the reduction in commitments, we recorded a loss on modification or early extinguishment of debt of $1,075 for the year ended December 31, 2023. 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 $491,357, after deducting estimated offering expenses and underwriters' discounts. These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, and require semi-annual interest payments through maturity. We used the net proceeds from this offering to prepay in full in February 2021 our $200,000 term loan which was scheduled to mature in September 2022. The weighted average interest rate under our $200,000 term loan was 2.9% for the period from January 1, 2021 to February 7, 2021. As a result of the prepayment of our $200,000 term loan, we recorded a loss on early extinguishment of debt of $1,477 for the year ended December 31, 2021. In June 2021, we used the remaining net proceeds from this offering and cash on hand to redeem all of our outstanding 6.75% senior notes due 2021 for a redemption price equal to the principal amount of $300,000 plus accrued and unpaid interest of $10,125, when these notes became redeemable with no prepayment premium. In connection with this redemption, we recorded a loss on early extinguishment of debt of $370 for the year ended December 31, 2021. In April 2022, we prepaid a mortgage note secured by one of our medical office properties with an outstanding principal balance of approximately $10,934, a maturity date in July 2022 and an annual interest rate of 6.28%, using cash on hand. In June 2022, we redeemed $500,000 of our outstanding 9.75% senior notes due 2025 for a redemption price equal to 104.875% of the $500,000 principal amount of the notes being redeemed plus accrued and unpaid interest of $1,083, using restricted cash on hand. As a result of this redemption, we recorded a loss on early extinguishment of debt of $29,576 for the year ended December 31, 2022. In July 2022, we prepaid a mortgage note secured by two of our senior living communities with an outstanding principal balance of approximately $15,273, a maturity date in October 2022 and an annual interest rate of 5.75%, using cash on hand. In October 2022, we repaid at maturity a mortgage note secured by one of our life science properties with an outstanding principal balance of approximately $10,287 and an annual interest rate of 4.85%, using cash on hand. In April 2023, we prepaid a mortgage note secured by one of our senior living communities with an outstanding principal balance of approximately $14,565, a maturity date in June 2023 and an annual interest rate of 6.64% using cash on hand. In December 2023, we issued $940,534 in aggregate principal amount at maturity of our senior secured notes due 2026 in a private offering, raising net proceeds of $730,359, after deducting initial purchaser discounts and estimated offering costs. These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis, by the Collateral Guarantors, and on a joint, several and unsecured basis, by the Non-Collateral Guarantors. These notes and the guarantees provided by the Collateral Guarantors are secured by a first priority lien and security interest on each of the collateral properties and 100% of the equity interests in each of the Collateral Guarantors. These notes require no cash interest payments to accrue prior to maturity. The accreted value of these secured notes will increase at a rate of 11.25% per annum compounded semiannually on January 15 and July 15 of each year. We used the net proceeds from this offering to repay in full and terminate our then $450,000 secured credit facility and to redeem all $250,000 of our outstanding 4.750% senior notes, which were scheduled to mature in January 2024 and May 2024, respectively. As a result of the prepayment in full of our credit facility and redemption of our 4.750% senior notes, we recorded a loss on modification or early extinguishment of debt of $314 and $1,079 for the year ended December 31, 2023, respectively. Interest on our senior unsecured notes are payable either semi-annually or quarterly in arrears; however, no principal repayments are due until maturity. No interest is payable on our senior secured notes with the full principal amount due at 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 senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default. Our senior notes indentures and their supplements also contain covenants that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts and require us to maintain various financial ratios. Required principal payments on our outstanding debt as of December 31, 2023, were as follows:
Year |  | Principal Payment |
2024 |  | $ | 1,811 |  |
2025 |  | 501,980 |  |
2026 |  | 941,422 |  |
2027 |  | 291 |  |
2028 |  | 500,310 |  |
Thereafter |  | 1,107,740 |  | (1)
(1) The carrying value of our total debt outstanding as of December 31, 2023, including unamortized debt issuance costs, premiums and discounts was $2,816,849.

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