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Indebtedness
12 Months Ended
Dec. 31, 2014
Indebtedness  
Indebtedness

Note 7. Indebtedness

Our principal debt obligations at December 31, 2014 were: (1) outstanding borrowings under our $750,000 unsecured revolving credit facility; (2) six public issuances of unsecured senior notes, including: (a) $250,000 principal amount at an annual interest rate of 4.30% due 2016, (b) $400,000 principal amount at an annual interest rate of 3.25% due 2019, (c) $200,000 principal amount at an annual interest rate of 6.75% due 2020, (d) $300,000 principal amount at an annual interest rate of 6.75% due 2021, (e) $250,000 principal amount at an annual interest rate of 4.75% due 2024 and (f) $350,000 principal amount at an annual interest rate of 5.625% due 2042; (3) our $350,000 principal amount term loan; and (4) $611,369 aggregate principal amount of mortgages secured by 45 of our properties (47 buildings) with maturity dates from 2015 to 2043.  The 45 mortgaged properties had a carrying value of $816,065 at December 31, 2014. We also have two properties subject to capital leases totaling $12,770 at December 31, 2014; these two properties had a carrying value of $18,237 at December 31, 2014.

As of December 31, 2014, we have a $750,000 unsecured revolving credit facility that is available for general business purposes, including acquisitions. In September 2013, we amended the agreement governing our unsecured revolving credit facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of other lenders. As a result of the amendment the stated maturity date of the revolving credit facility was extended from June 24, 2015 to January 15, 2018. Subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date by an additional one year. The revolving credit facility agreement provides that we can borrow, repay and reborrow funds available under the revolving credit facility agreement until maturity, and no principal repayment is due until maturity. The $750,000 maximum amount of our revolving credit facility remained unchanged by the amendment. The revolving credit facility agreement continues to include a feature under which maximum borrowings under the facility may be increased to up to $1,500,000 in certain circumstances. Under this amendment, the interest rate payable on borrowings under the revolving credit facility agreement was reduced from LIBOR plus a premium of 160 basis points to LIBOR plus a premium of 130 basis points, and the facility fee was reduced from 35 basis points to 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 a result of the amendment, we recognized a loss on early extinguishment of debt of $538 for the year ended December 31, 2013. As of December 31, 2014, the interest rate payable on borrowings under our revolving credit facility was 1.4% and the weighted average interest rate for borrowings under our revolving credit facility was 1.4% and 1.6%, and 1.8% for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014 and February 26, 2015, we had $80,000 and no amounts, respectively, outstanding under our revolving credit facility. We incurred interest expense and other associated costs related to our revolving credit facility of $3,094,  $3,781 and $5,733 for the years ended December 31, 2014, 2013 and 2012, respectively.

Our revolving credit facility agreement provides for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as a change of control of us, which includes RMR ceasing to act as our business manager and property manager.

In April 2014, we sold $400,000 of 3.25% senior unsecured notes due 2019 and $250,000 of 4.75% senior unsecured notes due 2024, raising net proceeds of approximately $644,889, after underwriting discounts but before expenses. Interest on the notes is payable semi-annually in arrears. We used the net proceeds of this offering for general business purposes, including funding the acquisitions described in Note 3.

On May 30, 2014, we entered into a term loan agreement with Wells Fargo Bank, National Association and a syndicate of other lenders, pursuant to which we obtained a $350,000 unsecured term loan. Our term loan matures on January 15, 2020, and is prepayable without penalty at any time.  In addition, our term loan includes a feature under which maximum borrowings may be increased to up to $700,000 in certain circumstances. Our term loan bears interest at a rate of LIBOR plus a premium of 140 basis points that is subject to adjustment based upon changes to our credit ratings.  We used the net proceeds of our term loan to repay amounts outstanding under our revolving credit facility, to repay mortgage notes and for general business purposes. As of December 31, 2014, the interest rate payable for amounts outstanding under our term loan was 1.6%.  The weighted average annual interest rate for amounts outstanding on our term loan was 1.6% for the year ended December 31, 2014. We incurred interest expense and other associated costs related to our term loan of $3,263 for the year ended December 31, 2014.

Our public debt indenture and its supplements, our credit facility agreement and our term loan agreement contain a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to make distributions under certain circumstances and require us to maintain financial ratios and a minimum net worth. We believe we were in compliance with the terms and conditions of our public debt indenture and its supplements, our credit facility agreement and our term loan agreement at December 31, 2014.

In connection with the acquisitions discussed in Note 3 above, during the year ended December 31, 2014, we assumed $15,630 of mortgage debt, which was recorded at a fair value of $16,643. This mortgage has a contractual interest rate of 6.28% and matures in July 2022. We recorded the assumed mortgage at its fair value, which exceeded its outstanding principal balance by $1,013. We determined the fair value of the assumed mortgage using a market approach based upon Level 3 inputs (significant other unobservable inputs) in the fair value hierarchy.

In June 2014, we repaid at maturity mortgage notes that encumbered two of our properties that had an aggregate principal balance of $35,807 and a weighted average interest rate of 5.8%. In October 2014, we prepaid at par our $14,700 loan incurred in connection with certain revenue bonds scheduled to mature on December 1, 2027. That loan had an interest rate of 5.875%.  Also in October 2014, we prepaid a mortgage note scheduled to mature in May 2015 that encumbered one of our properties that had a principal balance of $11,900 and an interest rate of 6.25%. In December 2014, we prepaid a mortgage note scheduled to mature in July 2015 that encumbered one of our properties that had a principal balance of $11,308 and an interest rate of 6.37%.  As a result, we recognized losses on early extinguishment of debt of $12 for the year ended December 31, 2014. Also, in February 2015, we repaid a mortgage note for approximately $29,227 that had a maturity date in March 2015 with an interest rate of 6.02% encumbering one of our properties.

In June 2013, we prepaid mortgage notes encumbering four of our properties that had an aggregate principal balance of $10,377, a weighted average interest rate of 6.1% and maturity dates later in 2013. In September 2013, we prepaid a mortgage note encumbering two of our properties that had an aggregate principal balance of $13,579, a weighted average interest rate of 6.9% and a maturity date later in 2013. As a result, we recognized losses on early extinguishment of debt of $259 for the year ended December 31, 2013.

At December 31, 2014 and 2013, our additional outstanding debt consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

December 31, 2013

 

 

 

 

 

 

 

Face

 

Unamortized

 

Face

 

Unamortized

 

Unsecured Debt

 

Coupon

 

Maturity

 

Amount

 

Discount

 

Amount

 

Discount

 

Senior notes

    

4.300 

%      

2016 

    

$

250,000 

    

$

551 

    

$

250,000 

    

$

1,085 

 

Senior notes

 

3.250 

%      

2019 

 

 

400,000 

 

 

256 

 

 

 —

 

 

 —

 

Senior notes

 

6.750 

%  

2020 

 

 

200,000 

 

 

1,133 

 

 

200,000 

 

 

1,348 

 

Senior notes

 

6.750 

%  

2021 

 

 

300,000 

 

 

3,696 

 

 

300,000 

 

 

4,230 

 

Senior notes

 

4.750 

%      

2024 

 

 

250,000 

 

 

737 

 

 

 —

 

 

 —

 

Senior notes

 

5.625 

%  

2042 

 

 

350,000 

 

 

 

 

350,000 

 

 

 

Total unsecured debt

 

 

 

 

 

$

1,750,000 

 

$

6,373 

 

$

1,100,000 

 

$

6,663 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Balance as of

 

 

 

 

 

Number of

 

Initial

 

Net Book Value of

 

 

 

December 31,

 

Interest

 

 

 

Properties as

 

Cost of

 

Collateral

 

Secured and Other Debt

    

2014(1)

    

2013(1)

    

Rate

    

Maturity

    

Collateral

    

Collateral

    

2014

    

2013

 

Mortgages(2)

 

$

 —

 

$

36,145 

 

5.83 

%  

Jun 14

 

 —

 

$

79,000 

 

$

 —

 

$

77,799 

 

Mortgage (3)

 

 

29,362 

 

 

30,177 

 

6.015 

%  

Mar 15

 

 

 

99,000 

 

 

94,245 

 

 

96,354 

 

Mortgage(2)

 

 

 —

 

 

12,093 

 

6.25 

%  

May 15

 

 —

 

 

22,350 

 

 

 —

 

 

22,033 

 

Mortgage

 

 

4,914 

 

 

5,020 

 

5.65 

%  

Jun 15

 

 

 

22,143 

 

 

20,511 

 

 

20,965 

 

Mortgage(2)

 

 

 —

 

 

11,465 

 

6.37 

%  

Jul 15

 

 —

 

 

14,849 

 

 

 —

 

 

14,197 

 

Mortgage

 

 

12,479 

 

 

12,773 

 

5.66 

%  

Jul 15

 

 

 

26,606 

 

 

24,948 

 

 

25,457 

 

Mortgages

 

 

2,728 

 

 

2,805 

 

5.88 

%  

Jul 15

 

 

 

15,397 

 

 

13,991 

 

 

14,384 

 

Mortgage

 

 

6,353 

 

 

6,579 

 

5.81 

%  

Oct 15

 

 

 

9,650 

 

 

9,927 

 

 

9,474 

 

Mortgage

 

 

4,403 

 

 

4,502 

 

5.81 

%  

Oct 15

 

 

 

8,600 

 

 

8,211 

 

 

8,168 

 

Mortgage

 

 

52,000 

 

 

52,000 

 

5.64 

%  

Jan 16

 

 

 

70,495 

 

 

64,175 

 

 

64,904 

 

Mortgages

 

 

6,243 

 

 

6,363 

 

5.97 

%  

Apr 16

 

 

 

10,272 

 

 

9,552 

 

 

9,811 

 

Mortgage

 

 

85,085 

 

 

87,928 

 

5.92 

%  

Nov 16

 

 

 

157,500 

 

 

150,036 

 

 

151,928 

 

Mortgage

 

 

12,184 

 

 

12,366 

 

6.25 

%  

Nov 16

 

 

 

22,102 

 

 

21,255 

 

 

21,672 

 

Mortgage

 

 

5,625 

 

 

5,720 

 

5.86 

%  

Mar 17

 

 

 

11,280 

 

 

11,004 

 

 

11,292 

 

Mortgage

 

 

44,687 

 

 

45,753 

 

6.54 

%  

May 17

 

 

 

62,500 

 

 

53,878 

 

 

54,702 

 

Mortgages

 

 

11,059 

 

 

11,245 

 

6.15 

%  

Aug 17

 

 

 

16,400 

 

 

14,846 

 

 

15,180 

 

Mortgage

 

 

9,195 

 

 

9,425 

 

6.73 

%  

Apr 18

 

 

 

15,100 

 

 

11,103 

 

 

11,299 

 

Mortgage

 

 

288,519 

 

 

292,611 

 

6.71 

%  

Sep 19

 

17 

 

 

617,161 

 

 

245,593 

 

 

252,404 

 

Mortgage(4)

 

 

2,723 

 

 

3,007 

 

7.31 

%  

Jan 22

 

 

 

18,827 

 

 

16,136 

 

 

16,478 

 

Mortgage(4)

 

 

1,345 

 

 

1,482 

 

7.85 

%  

Jan 22

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Mortgage

 

 

15,318 

 

 

 —

 

6.28 

%  

Jul 22

 

 

 

32,658 

 

 

25,848 

 

 

 —

 

Mortgage

 

 

3,348 

 

 

3,444 

 

6.25 

%  

Feb 33

 

 —

 

 

5,200 

 

 

4,483 

 

 

4,588 

 

Mortgage

 

 

9,205 

 

 

9,353 

 

5.95 

%  

Aug 37

 

 

 

11,425 

 

 

8,865 

 

 

9,080 

 

Mortgage

 

 

4,594 

 

 

4,672 

 

4.375 

%  

Sep 43

 

 

 

8,059 

 

 

7,459 

 

 

7,632 

 

Bonds(2)

 

 

 —

 

 

14,700 

 

5.875 

%  

Dec 27

 

 —

 

 

34,307 

 

 

 —

 

 

25,619 

 

Capital Leases

 

 

12,770 

 

 

13,314 

 

7.70 

%  

Apr 26

 

 

 

28,601 

 

 

18,237 

 

 

18,627 

 

Total secured

 

$

624,139 

 

$

694,942 

 

 

 

 

 

47 

 

$

1,419,482 

 

$

834,302 

 

$

964,047 

 


(1)

The principal balances are the amounts stated in the contracts. In accordance with U.S. generally accepted accounting principles, 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, 2014 and 2013, the unamortized net premiums on certain of these mortgages were $2,937 and $4,485, respectively.

(2)

In 2014 we repaid this debt.

(3)

In 2015 we repaid this debt.

(4)

These two mortgages are collateralized by one MOB property acquired in July 2008.

We include amortization of capital lease assets in depreciation expense. Assets encumbered by capital leases had a net book value of $18,237 and $18,627 at December 31, 2014 and 2013, respectively.

Interest on our unsecured senior notes and our bonds is payable semi‑annually 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.

Required principal payments on our outstanding debt as of December 31, 2014, are as follows:

 

 

 

 

 

 

2015

    

$

71,541 

 

2016

 

 

410,660 

 

2017

 

 

65,941 

 

2018

 

 

96,197 

 

2019

 

 

671,757 

 

Thereafter

 

 

1,488,043