Indebtedness

Our principal debt obligations at December 31, 2016 were: (1) outstanding borrowings under our $1,000,000 unsecured revolving credit facility; (2) six public issuances of senior unsecured notes, including: (a) $400,000 principal amount at an annual interest rate of 3.25% due 2019, (b) $200,000 principal amount at an annual interest rate of 6.75% due 2020, (c) $300,000 principal amount at an annual interest rate of 6.75% due 2021, (d) $250,000 principal amount at an annual interest rate of 4.75% due 2024, (e) $350,000 principal amount at an annual interest rate of 5.625% due 2042 and (f) $250,000 principal amount at an annual interest rate of 6.25% due 2046; (3) our $350,000 principal amount term loan due 2020; (4) our $200,000 principal amount term loan due 2022; and (5) $1,109,807 aggregate principal amount of mortgages (excluding premiums, discounts and net debt issuance costs) secured by 43 of our properties (45 buildings) with maturity dates between 2017 and 2043. The 43 mortgaged properties (45 buildings) had a carrying value (before accumulated depreciation) of $1,618,222 at December 31, 2016. We also had two properties subject to capital leases with lease obligations totaling $11,466 at December 31, 2016; these two properties had a carrying value (before accumulated depreciation) of $36,084 at December 31, 2016, and the capital leases expire in 2026.

In February 2016, we issued $250,000 of 6.25% senior unsecured notes due 2046. We used the net proceeds of this offering to repay in part the then outstanding amount under our revolving credit facility and for general business purposes.

In July 2016, we entered into loan agreements and obtained an aggregate $620,000 secured debt financing that matures in August 2026. These loans are secured by one MOB (two buildings) located in Massachusetts and require interest to be paid at a weighted average fixed annual interest rate of 3.53%. We used the net proceeds from these loans to repay, in part, the then outstanding amount under our revolving credit facility and for general business purposes. The loan agreements contain customary covenants and provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default.

We have a $1,000,000 revolving credit facility that is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is January 15, 2018 and, subject to our payment of an extension fee and meeting other conditions, we have an option to extend the stated maturity date by an additional year to January 15, 2019. 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. Our revolving credit facility requires annual interest to be paid on borrowings at LIBOR plus a premium, which was 130 basis points as of December 31, 2016, plus a facility fee of 30 basis points per annum on the total amount of lending commitments. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of December 31, 2016, the annual interest rate payable on borrowings under our revolving credit facility was 2.0%. The weighted average annual interest rates for borrowings under our revolving credit facility were 1.8%, 1.5% and 1.4% for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, we had $327,000 outstanding and $673,000 available for borrowing, and as of February 24, 2017, we had $378,000 outstanding and $622,000 available for borrowing under our revolving credit facility. We incurred interest expense and other associated costs related to our revolving credit facility of $11,235, $9,252 and 3,094 for the years ended December 31, 2016, 2015 and 2014, respectively. Our revolving credit facility includes an accordion feature pursuant to which maximum borrowings under the facility may be increased to up to $1,500,000 in certain circumstances.

We have a $200,000 term loan, which we borrowed in 2015. This term loan matures in September 2022 and is prepayable without penalty beginning September 29, 2017. This term loan requires annual interest to be paid at LIBOR plus a premium of 180 basis points that is subject to adjustment based upon changes to our credit ratings. At December 31, 2016, the annual interest rate payable for amounts outstanding under this term loan was 2.6%. The weighted average annual interest rate for amounts outstanding under this term loan was 2.3% for the year ended December 31, 2016, and 2.0% for the period from September 28, 2015 (the day we entered into the term loan agreement) to December 31, 2015. We incurred interest expense and other associated costs related to this term loan of $4,645 and $1,061 for the years ended December 31, 2016 and December 31, 2015, respectively. This term loan includes an accordion feature under which maximum borrowings may be increased to up to $400,000 in certain circumstances.

We also have a $350,000 term loan, which we borrowed in 2014. This term loan matures in January 2020 and is prepayable without penalty at any time. This term loan requires annual interest to be paid at LIBOR plus a premium of 140 basis points that is subject to adjustment based upon changes to our credit ratings. At December 31, 2016, the annual interest rate payable on amounts outstanding under this term loan was 2.0%. The weighted average annual interest rate for amounts outstanding under this term loan was 1.9% and 1.6% for the years ended December 31, 2016 and 2015, respectively, and 1.6% for the period from May 30, 2014 (the day we entered into this term loan agreement) to December 31, 2014. We incurred interest expense and other associated costs related to this term loan of $6,721 and $5,686, and $3,263 for the years ended December 31, 2016, 2015 and 2014, respectively. This term loan includes an accordion feature under which maximum borrowings may be increased to up to $700,000 in certain circumstances.

Our revolving credit facility and term loan agreements 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 revolving credit facility and term loan agreements, a change of control of us, as defined, which includes RMR LLC ceasing to act as our business manager and property manager. Our revolving credit facility and term loan agreements and our senior unsecured notes indentures and their supplements also contain a number of covenants, including covenants that restrict our ability to incur debts, and generally require us to maintain certain financial ratios, and our revolving credit facility and term loan agreements restrict 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 revolving credit facility and term loan agreements and our senior unsecured notes indentures and their supplements at December 31, 2016.

In January 2016, we prepaid, at par plus accrued interest, a $6,115 mortgage note secured by one of our properties with a maturity date in April 2016 and an annual interest rate of 5.97%. In April 2016, we prepaid, at par plus accrued interest, an $18,000 mortgage note secured by one of our properties with a maturity date in July 2016 and an annual interest rate of 4.65%. In July 2016, we prepaid, at par plus accrued interest, an $11,871 mortgage note secured by one of our properties with a maturity date in November 2016 and an annual interest rate of 6.25%. In September 2016, we prepaid, at par plus accrued interest, two mortgage notes secured by two properties with an aggregate principal balance of $79,957, maturity dates in November 2016 and a weighted average annual interest rate of 5.92%. In October 2016, we prepaid, at par plus prepayment premiums and accrued interest, mortgage notes secured by eight properties with an aggregate principal balance of $42,542, maturity dates in May 2017 and a weighted average annual interest rate of 6.54%. In December 2016, we prepaid, at par plus accrued interest, one mortgage note secured by one of our properties with an outstanding principal balance of approximately $5,428, a maturity date in March 2017 and an annual interest rate of 5.86%. As a result of these prepayments, we recognized a net loss on early extinguishment of debt of $526 for the year ended December 31, 2016.

In December 2014, we entered an agreement to acquire the 38 senior living communities discussed in Note 3 above. Simultaneous with entering this agreement, we obtained a bridge loan commitment for $700,000. In February 2015, we terminated the bridge loan commitment and we recognized a loss of $1,409 on early extinguishment of debt in the first quarter of 2015 in connection with that termination. As discussed in Note 3 above, we acquired these senior living communities in May and September 2015 and financed the acquisition using cash on hand, borrowings under our revolving credit facility and the assumption of approximately $151,477 of mortgage debts with a weighted average annual interest rate of 4.57%. These mortgages have maturity dates from October 2018 through July 2019. We determined the fair value of the assumed mortgage debts using a market approach based upon Level 3 inputs (significant other unobservable inputs) in the fair value hierarchy provided by the Fair Value Topic of the Codification.

In connection with two of the 23 MOBs we acquired in January 2015, as further discussed in Note 3 above, we assumed $29,955 of mortgage debts which we recorded at their aggregate fair value of $31,029. These two assumed mortgage debts have a contractual weighted average annual interest rate of 4.73% and mature in July 2016 and October 2022. We determined the fair value of the assumed mortgages using a market approach based upon Level 3 inputs (significant other unobservable inputs) in the fair value hierarchy provided by the Fair Value Topic of the Codification.

In November 2015, we prepaid all $250,000 of our 4.30% senior unsecured notes due January 2016. As a result, we recognized a loss on early extinguishment of debt of $175 for the year ended December 31, 2015.

In February 2015, we repaid at maturity a mortgage that encumbered one of our properties that had a principal balance of $29,227 and an annual interest rate of 6.02%. In April 2015, we prepaid a mortgage that encumbered one of our properties that had a principal balance of $6,274 and an annual interest rate of 5.81%. In May 2015, we prepaid four mortgages encumbering four properties with an aggregate principal balance of $15,077 and a weighted average annual interest rate of 5.70%. In June 2015, we repaid at maturity a mortgage encumbering one property with a principal balance of $4,867 and an annual interest rate of 5.65%. Also in June 2015, we prepaid a mortgage encumbering one property with a principal balance of $4,351 and an annual interest rate of 5.81%. In October 2015, we prepaid two mortgages encumbering one property with a principal balance of $52,000 and a weighted average annual interest rate of 5.64%. As a result of these prepayments, we recognized losses on early extinguishment of debt of $290 for the year ended December 31, 2015.

At December 31, 2016 and 2015, our outstanding senior unsecured notes and secured debt consisted of the following:



				December 31, 2016				December 31, 2015
Senior Unsecured Notes	Coupon		Maturity	Face Amount		Unamortized Discount		Face Amount		Unamortized Discount
Senior unsecured notes	3.250	%	2019	$	400,000	$	138	$	400,000	$	197
Senior unsecured notes	6.750	%	2020	200,000		703		200,000		918
Senior unsecured notes	6.750	%	2021	300,000		2,627		300,000		3,161
Senior unsecured notes	4.750	%	2024	250,000		579		250,000		658
Senior unsecured notes	5.625	%	2042	350,000		—		350,000		—
Senior unsecured notes	6.250	%	2046	250,000		—		—		—
Total senior unsecured notes				$	1,750,000	$	4,047	$	1,500,000	$	4,934



	Principal Balance as of							Number of Properties as Collateral	Net Book Value of Collateral as of
	December 31,							Number of Properties as Collateral	December 31,
Secured and Other Debt	2016⁽¹⁾		2015⁽¹⁾		Interest Rate		Maturity	At December 31, 2016	2016		2015
Mortgage⁽²⁾	$	—	$	6,115	5.97	%	Apr 16	—	$	—	$	9,291
Mortgage⁽²⁾	—		18,000		4.65	%	Jul 16	—	—		36,783
Mortgages⁽²⁾	—		82,070		5.92	%	Nov 16	—	—		146,236
Mortgage⁽²⁾	—		11,989		6.25	%	Nov 16	—	—		20,700
Mortgage⁽²⁾	—		5,524		5.86	%	Mar 17	—	—		10,710
Mortgages⁽²⁾	—		43,549		6.54	%	May 17	—	—		52,561
Mortgage	10,653		10,861		6.15	%	Aug 17	1	14,162		14,487
Mortgage	8,686		8,948		6.73	%	Apr 18	1	10,656		10,891
Mortgages	12,772		12,976		6.31	%	Oct 18	1	16,827		17,184
Mortgage	12,061		12,250		6.24	%	Oct 18	1	15,453		15,798
Mortgages	69,953		72,062		4.47	%	Oct 18	10	180,933		185,666
Mortgage	6,565		6,692		4.69	%	Jan 19	1	9,687		9,952
Mortgages	44,462		45,327		3.79	%	Jul 19	4	64,154		65,551
Mortgage	279,505		284,138		6.71	%	Sep 19	17	235,068		238,488
Mortgages	3,128		3,616		7.49	%	Jan 22	1	15,360		15,775
Mortgage	14,300		14,825		6.28	%	Jul 22	1	24,834		25,371
Mortgage	11,594		11,787		4.85	%	Oct 22	1	21,529		21,992
Mortgages⁽³⁾	620,000		—		3.53	%	Aug 26	1	785,805		—
Mortgage	2,819		3,246		6.25	%	Feb 33	1	4,267		4,374
Mortgage	8,882		9,047		5.95	%	Aug 37	1	8,656		8,650
Mortgage	4,427		4,512		4.38	%	Sep 43	1	7,202		7,305
Capital Leases	11,466		12,156		7.70	%	Apr 26	2	18,968		19,400
Total secured and other debt	$	1,121,273	$	679,690				45	$	1,433,561	$	937,165


(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, 2016 and 2015, the unamortized net premiums and debt issuance costs on certain of these mortgages were $3,624 and $395, respectively.


(2)	In 2016, we repaid these debts.


(3)	In July 2016, we entered into loan agreements and obtained an aggregate $620,000 secured debt financing that matures in August 2026. These loans are secured by one MOB (two buildings).

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 capital leases are due monthly. We include amortization of capital lease assets in depreciation and amortization expense.

Required principal payments on our outstanding debt as of December 31, 2016, are as follows:



2017	$	22,085
2018	$	436,768
2019	$	720,919
2020	$	553,080
2021	$	303,327
Thereafter	$	1,712,094