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Indebtedness | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
Indebtedness | Indebtedness At December 31, 2024 and 2023, our outstanding indebtedness consisted of the following: Senior Unsecured Notes:
|  |  |  |  |  | Principal Balance as of December 31,
|  | Coupon Rate |  | Maturity |  | 2024 |  | 2023
Senior unsecured notes (1) |  | 9.750% |  | June 2025 |  | $ | 380,000 |  |  | $ | 500,000 |
Senior unsecured notes |  | 4.750% |  | February 2028 |  | 500,000 |  |  | 500,000 |
Senior unsecured notes (1) |  | 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 |  |  |  |  |  | 1,980,000 |  |  | 2,100,000 |
Unamortized discount |  |  |  |  |  | (2,639) |  |  | (3,483) |
Unamortized debt issuance costs |  |  |  |  |  | (20,042) |  |  | (23,899) |
Senior unsecured notes, net |  |  |  |  |  | $ | 1,957,319 |  |  | $ | 2,072,618 |
(1)These notes are fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries except certain excluded subsidiaries. The notes and related guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the applicable collateral, 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. Secured and Other Debt:
|  | Number of Properties Secured By |  | Principal Balance as of December 31, (1) |  |  |  |  |  | Net Book Value of Collateral as of December 31,
|  | At December 31, 2024 |  | At December 31, 2023 |  | 2024 |  | 2023 |  | Interest Rate |  | Maturity |  | 2024 |  | 2023
Senior secured notes (2)(3)(4) |  | 95 |  |  | 95 |  |  | $ | 940,534 |  |  | $ | 940,534 |  |  | 0.00 | % |  | January 2026 |  | $ | 1,064,171 |  |  | $ | 1,075,889 |
Mortgage note |  | 8 |  |  | — |  |  | 120,000 |  |  | — |  |  | 6.86 | % |  | June 2034 |  | 191,186 |  |  | — |
Mortgage note |  | 1 |  |  | 1 |  |  | 7,464 |  |  | 9,109 |  |  | 6.44 | % |  | July 2043 |  | 13,097 |  |  | 13,589 |
Finance Leases |  | 2 |  |  | 2 |  |  | 2,338 |  |  | 3,911 |  |  | 7.70 | % |  | April 2026 |  | 21,606 |  |  | 22,765 |
Total |  | 106 |  |  | 98 |  |  | 1,070,336 |  |  | 953,554 |  |  |  |  |  |  | $ | 1,290,060 |  |  | $ | 1,112,243 |
Unamortized discount (3) |  |  |  |  |  | (101,035) |  |  | (187,813) |  |  |  |  |  |  |  |  |
Unamortized debt issuance costs |  |  |  |  |  | (15,716) |  |  | (21,510) |  |  |  |  |  |  |  |  |
Total secured and other debt, net |  |  |  |  |  | $ | 953,585 |  |  | $ | 744,231 |  |  |  |  |  |  |  |  |
(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. (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 and certain excluded subsidiaries. These notes and the guarantees provided by the Collateral Guarantors are secured by a first priority lien on and security interest in each of the collateral properties and 100% of the equity interests in each of the Collateral Guarantors. The guarantees provided by all our subsidiaries other than the Collateral Guarantors and certain excluded subsidiaries are effectively subordinated to all of the subsidiary guarantors' secured indebtedness to the extent of the value of the applicable collateral, and the notes and related 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. The unamortized discount is related to these notes. (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 and termination on December 21, 2023, we had a $450,000 credit facility that was fully drawn. The weighted average annual interest rate for borrowings under our former credit facility was 7.9% and 4.5% for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2024, 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 all our subsidiaries other than the Collateral Guarantors and certain excluded subsidiaries, and all $380,000 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 certain excluded subsidiaries. The notes and related 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 applicable collateral, and the notes and related 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, 2024. In January 2025, we sold three properties that secure these senior secured notes for a sales price of $159,025, excluding closing costs. As of February 24, 2025, we are under agreements to sell 19 additional properties that secure these senior secured notes for an expected aggregate sales price of $142,100, excluding closing costs. The net proceeds from these sales will be used to partially redeem these senior secured notes due 2026. Our senior secured notes due 2026 and the guarantees provided by the Collateral Guarantors are secured by a first priority lien and security interest in each of the collateral properties and 100% of the equity interests in each of the Collateral Guarantors. No cash interest will accrue on these notes prior to maturity. The accreted value of these notes will increase 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. During the years ended December 31, 2024 and 2023, we recognized discount accretion of $86,778 and $2,720, respectively, for our senior secured notes due 2026 in interest expense in our consolidated statements of comprehensive income (loss). We have a significant number of unencumbered properties in our SHOP segment. As of December 31, 2024, our unencumbered gross book value of real estate assets was $5,016,878. As of February 21, 2025, we have executed term sheets with various lenders for proceeds of approximately $276,000, and are in active negotiations with an additional lender for expected proceeds of $64,000, for loans that will be secured by certain of our unencumbered SHOP communities. We believe that with $144,584 of cash and cash equivalents as of December 31, 2024, the above referenced loan proceeds and proceeds from sales of certain unencumbered properties, we will satisfy the $380,000 outstanding principal amount of 9.75% senior unsecured notes due in June 2025, which is our next significant debt maturity. The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the years ended December 31, 2024, 2023 and 2022:
Date |  | Debt Instrument |  | Secured Property Count |  | Interest Rate |  | Original Maturity Date |  | Outstanding Principal Balance |  | Repayment Amount |  | Remaining Principal Balance |  | Loss (gain) on Modification or Early Extinguishment of Debt
Repayments during the year ended December 31, 2024: |  |
November 2024 |  | Senior unsecured notes |  | — |  | 9.75% |  | June 2025 |  | $ | 440,000 |  |  | $ | 60,000 |  |  | $ | 380,000 |  |  | $ | 115 |
June 2024 |  | Senior unsecured notes |  | — |  | 9.75% |  | June 2025 |  | $ | 500,000 |  |  | 60,000 |  |  | $ | 440,000 |  |  | 209 |
Total |  |  |  |  |  |  |  |  |  |  |  | $ | 120,000 |  |  |  |  | $ | 324 |
Repayments during the year ended December 31, 2023: |  |
December 2023 |  | Senior unsecured notes |  | — |  | 4.75% |  | May 2024 |  | $ | 250,000 |  |  | $ | 250,000 |  |  | $ | — |  |  | $ | 1,079 |
December 2023 |  | Secured credit facility (1) |  | 62 |  | 8.36% |  | January 2024 |  | $ | 450,000 |  |  | 450,000 |  |  | $ | — |  |  | 314 |
April 2023 |  | Mortgage note |  | 1 |  | 6.64% |  | June 2023 |  | $ | 14,565 |  |  | 14,565 |  |  | $ | — |  |  | — |
February 2023 |  | Secured credit facility (1) |  | 61 |  | 7.05% |  | January 2024 |  | $ | 586,373 |  |  | 136,373 |  |  | $ | 450,000 |  |  | 1,075 |
January 2023 |  | Secured credit facility (1) |  | 61 |  | 6.88% |  | January 2024 |  | $ | 700,000 |  |  | 113,627 |  |  | $ | 586,373 |  |  | — |
Total |  |  |  |  |  |  |  |  |  |  |  | $ | 964,565 |  |  |  |  | $ | 2,468 |
Repayments during the year ended December 31, 2022: |  |
October 2022 |  | Mortgage note |  | 1 |  | 4.85% |  | October 2022 |  | $ | 10,287 |  |  | $ | 10,287 |  |  | $ | — |  |  | $ | — |
July 2022 |  | Mortgage note |  | 2 |  | 5.75% |  | October 2022 |  | $ | 15,273 |  |  | 15,273 |  |  | $ | — |  |  | — |
June 2022 |  | Senior unsecured notes |  | — |  | 9.75% |  | June 2025 |  | $ | 1,000,000 |  |  | 500,000 |  |  | $ | 500,000 |  |  | 29,576 |
April 2022 |  | Mortgage note |  | 1 |  | 6.28% |  | July 2022 |  | $ | 10,934 |  |  | 10,934 |  |  | $ | — |  |  | (16) |
February 2022 |  | Secured credit facility (1) |  | 61 |  | 2.85% |  | January 2024 |  | $ | 800,000 |  |  | 100,000 |  |  | $ | 700,000 |  |  | 483 |
Total |  |  |  |  |  |  |  |  |  |  |  | $ | 636,494 |  |  |  |  | $ | 30,043 |
(1)The interest rate presented for the secured credit facility reflects the interest rate at the time repayment was made. 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. In May 2024, we executed a $120,000 fixed rate, interest only mortgage loan secured by eight medical office and life science properties. This mortgage loan matures in June 2034 and requires that interest be paid at an annual rate of 6.864%. 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. Our mortgage note due June 2034 requires monthly interest payments and no principal payment is due until maturity, and our mortgage note due July 2043 requires monthly principal and interest payments. 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, 2024, were as follows:
Year |  | Principal Payment
2025 |  | $ | 381,940 |
2026 (1) |  | 941,379 |
2027 |  | 245 |
2028 |  | 500,261 |
2029 |  | 278 |
Thereafter |  | 1,226,233 |
Total |  | $ | 3,050,336 |
(1)We have a one year extension option for the maturity date of our $940,534 senior secured notes.

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