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Indebtedness | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Indebtedness | Indebtedness At June 30, 2025 and December 31, 2024, our outstanding indebtedness consisted of the following: Senior Unsecured Notes:
|  |  |  |  |  | Principal Balance as of
|  | Coupon Rate |  | Maturity |  | June 30, 2025 |  | December 31, 2024
Senior unsecured notes |  | 9.750% |  | June 2025 |  | $ | — |  |  | $ | 380,000 |
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 |  |  |  |  |  | 1,600,000 |  |  | 1,980,000 |
Unamortized discount |  |  |  |  |  | (2,217) |  |  | (2,639) |
Unamortized debt issuance costs |  |  |  |  |  | (18,456) |  |  | (20,042) |
Senior unsecured notes, net |  |  |  |  |  | $ | 1,579,327 |  |  | $ | 1,957,319 |
(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 Securing |  | Principal Balance as of (1) |  |  |  |  |  | Net Book Value of Collateral as of
|  | At June 30, 2025 |  | At December 31, 2024 |  | June 30, 2025 |  | December 31, 2024 |  | Interest Rate |  | Maturity |  | June 30, 2025 |  | December 31, 2024
Secured revolving credit facility |  | 14 |  |  | — |  |  | $ | — |  |  | $ | — |  |  | 7.05 | % |  | June 2029 |  | $ | 327,702 |  |  | $ | — |
Senior secured notes (2)(3) |  | 73 |  |  | 95 |  |  | 641,376 |  |  | 940,534 |  |  | 0.00 | % |  | January 2026 |  | 863,318 |  |  | 1,064,171 |
Floating rate mortgage loan (4) |  | 14 |  |  | — |  |  | 140,000 |  |  | — |  |  | 6.82 | % |  | March 2028 |  | 144,293 |  |  | — |
Mortgage note |  | 4 |  |  | — |  |  | 64,000 |  |  | — |  |  | 6.57 | % |  | June 2030 |  | 136,775 |  |  | — |
Mortgage note |  | 8 |  |  | 8 |  |  | 120,000 |  |  | 120,000 |  |  | 6.86 | % |  | June 2034 |  | 186,577 |  |  | 191,186 |
Mortgage notes (5) |  | 7 |  |  | — |  |  | 108,873 |  |  | — |  |  | 6.22 | % |  | May 2035 |  | 150,658 |  |  | — |
Mortgage notes (6) |  | 2 |  |  | — |  |  | 30,284 |  |  | — |  |  | 6.36 | % |  | June 2035 |  | 35,540 |  |  | — |
Mortgage note |  | 1 |  |  | 1 |  |  | 6,652 |  |  | 7,464 |  |  | 6.44 | % |  | July 2043 |  | 12,863 |  |  | 13,097 |
Finance Leases |  | 2 |  |  | 2 |  |  | 1,491 |  |  | 2,338 |  |  | 7.70 | % |  | April 2026 |  | 20,895 |  |  | 21,606 |
Total |  | 125 |  |  | 106 |  |  | 1,112,676 |  |  | 1,070,336 |  |  |  |  |  |  | $ | 1,878,621 |  |  | $ | 1,290,060 |
Unamortized discount |  |  |  |  |  | (36,710) |  |  | (101,035) |  |  |  |  |  |  |  |  |
Unamortized debt issuance costs (7) |  |  |  |  |  | (18,783) |  |  | (15,716) |  |  |  |  |  |  |  |  |
Total secured and other debt, net |  |  |  |  |  | $ | 1,057,183 |  |  | $ | 953,585 |  |  |  |  |  |  |  |  |
(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 73 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)We have a one-time option to extend the maturity date of these senior secured 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 senior secured notes remain outstanding. (4)This mortgage loan requires that interest be paid at an annual rate of SOFR plus a premium of 2.50% with interest-only payments through April 2027, and we have two six-month extension options of the interest-only period, subject to satisfaction of certain conditions. In connection with this mortgage loan, we have purchased an interest rate cap with a SOFR strike rate equal to 4.50% pursuant to the terms of the applicable loan agreement. (5)These mortgage loans require interest-only payments through May 2030. (6)These mortgage loans require interest-only payments through June 2028. (7)Excludes unamortized debt issuance costs for our revolving credit facility as these costs are included in other assets, net in our condensed consolidated balance sheets. As of June 30, 2025, all $641,376 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 $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 June 30, 2025. As of August 1, 2025, we are under agreements or letters of intent to sell 11 additional properties that secure our senior secured notes due 2026 for an expected aggregate sales price of $90,588, excluding closing costs. The net proceeds from these sales are required to be used to partially redeem these senior secured notes, if these sales are completed. 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. We recognized discount accretion of $16,307 and $21,440 for the three months ended June 30, 2025 and 2024, respectively, and $38,429 and $42,099 for the six months ended June 30, 2025 and 2024, respectively, for our senior secured notes due 2026 in interest expense in our condensed consolidated statements of comprehensive income (loss). The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the six months ended June 30, 2025:
Date |  | Debt Instrument |  | Secured Property Count |  | Interest Rate |  | Original Maturity Date |  | Outstanding Principal Balance |  | Repayment Amount |  | Remaining Principal Balance |  | Loss on Modification or Early Extinguishment of Debt
Repayments during the six months ended June 30, 2025: |  |
March 2025 (1) |  | Senior secured notes |  | 73 |  | —% |  | January 2026 |  | $ | 940,534 |  |  | $ | 299,158 |  |  | $ | 641,376 |  |  | $ | 29,071 |
April 2025 |  | Senior unsecured notes |  | — |  | 9.75% |  | June 2025 |  | $ | 380,000 |  |  | 140,000 |  |  | $ | 240,000 |  |  | 82 |
May 2025 |  | Senior unsecured notes |  | — |  | 9.75% |  | June 2025 |  | $ | 240,000 |  |  | 140,000 |  |  | $ | 100,000 |  |  | 44 |
June 2025 |  | Senior unsecured notes |  | — |  | 9.75% |  | June 2025 |  | $ | 100,000 |  |  | 100,000 |  |  | $ | — |  |  | — |
Total |  |  |  |  |  |  |  |  |  |  |  | $ | 679,158 |  |  |  |  | $ | 29,197 |
(1)During the six months ended June 30, 2025, we sold 22 properties that secured our senior secured notes due 2026. We used aggregate net proceeds of $299,158 from the sales of these properties to partially redeem these senior secured notes. In March 2025, we executed a $140,000 floating rate mortgage loan secured by 14 SHOP communities. This mortgage loan matures in March 2028 and requires that interest be paid at an annual rate of SOFR plus a premium of 2.50% with interest-only payments through April 2027. In April 2025, we executed a $108,873 fixed rate mortgage financing secured by seven SHOP communities. These mortgage loans mature in May 2035 and require that interest be paid at an annual rate of 6.22% with interest-only payments through May 2030. In May 2025, we executed a $64,000 fixed rate mortgage loan secured by four SHOP communities. This mortgage loan matures in June 2030 and requires that interest be paid at an annual rate of 6.57%. In May 2025, we executed a $30,284 fixed rate mortgage financing secured by two SHOP communities. These mortgage loans mature in June 2035 and require that interest be paid at an annual rate of 6.36% with interest-only payments through June 2028. From April through June 2025, we used the net proceeds from the 2025 mortgage financings, together with cash on hand, to fully redeem the remaining $380,000 principal balance of our 9.75% senior unsecured notes due June 2025. In June 2025, we obtained a $150,000 revolving credit facility secured by 14 senior living communities in our SHOP segment. Our revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility, and no principal repayments are due, until maturity. Availability of borrowings under the agreement governing our revolving credit facility, or our credit agreement, is subject to satisfying certain financial covenants and other credit facility conditions. Our revolving credit facility matures in June 2029 and we have two six-month extension options for the maturity date of the facility, subject to satisfaction of certain conditions and payment of an extension fee. Interest payable on borrowings under our revolving credit facility is based on SOFR plus a premium of 2.50% to 3.00%, depending on our net leverage ratio, as defined in our credit agreement, which was 2.50% as of June 30, 2025. We also pay an unused commitment fee of 25 to 35 basis points per annum based on amounts outstanding under our revolving credit facility. As of June 30, 2025, the annual interest rate payable on borrowings under our revolving credit facility was 7.05%. As of June 30, 2025 and August 1, 2025, we had no borrowings under our revolving credit facility and $150,000 available for borrowings. Interest on our senior unsecured notes is payable either semiannually 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 loan maturing in June 2034 requires monthly interest payments and no principal payment is due until maturity, while our mortgage loans maturing in March 2028, May 2035 and June 2035 require monthly interest payments and no principal payment is due for a specified amount of time. Our mortgage loans maturing in June 2030 and July 2043 require 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 credit agreement, our mortgage loan agreements and 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 credit agreement and 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. Borrowings under our revolving credit facility are subject to satisfying certain financial covenants and other credit facility conditions. We believe we were in compliance with the terms and conditions of our debt agreements as of June 30, 2025.

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