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SENIOR NOTES PAYABLE AND OTHER DEBT
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
SENIOR NOTES PAYABLE AND OTHER DEBT
NOTE 10 – SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt (dollars in thousands):
As of December 31,
20222021
Unsecured revolving credit facility (1)(2)
$25,230 $56,448 
Commercial paper notes403,000 280,000 
Unsecured term loan due 2023— 200,000 
2.55% Senior Notes, Series D due 2023 (2)
202,967 217,667 
3.50% Senior Notes due 2024400,000 400,000 
3.75% Senior Notes due 2024400,000 400,000 
4.125% Senior Notes, Series B due 2024 (2)
184,515 197,879 
2.80% Senior Notes, Series E due 2024 (2)
442,837 474,909 
Unsecured term loan due 2025 (2)
369,031 395,757 
3.50% Senior Notes due 2025600,000 600,000 
2.65% Senior Notes due 2025450,000 450,000 
4.125% Senior Notes due 2026500,000 500,000 
3.25% Senior Notes due 2026450,000 450,000 
Unsecured term loan due 2027500,000 — 
2.45% Senior Notes, Series G due 2027 (2)
350,579 375,970 
3.85% Senior Notes due 2027400,000 400,000 
4.00% Senior Notes due 2028650,000 650,000 
4.40% Senior Notes due 2029750,000 750,000 
3.00% Senior Notes due 2030650,000 650,000 
4.75% Senior Notes due 2030500,000 500,000 
2.50% Senior Notes due 2031500,000 500,000 
3.30% Senior Notes, Series H due 2031 (2)
221,419 237,454 
6.90% Senior Notes due 2037 (3)
52,400 52,400 
6.59% Senior Notes due 2038 (3)
22,823 22,823 
5.70% Senior Notes due 2043300,000 300,000 
4.375% Senior Notes due 2045300,000 300,000 
4.875% Senior Notes due 2049300,000 300,000 
Mortgage loans and other2,436,443 2,431,831 
Total12,361,244 12,093,138 
Deferred financing costs, net(63,410)(69,925)
Unamortized fair value adjustment23,535 32,888 
Unamortized discounts(24,589)(28,557)
Senior notes payable and other debt$12,296,780 $12,027,544 
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(1)As of December 31, 2022 and 2021, respectively, $3.7 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $21.5 million and $25.6 million were denominated in British pounds as of December 31, 2022 and 2021, respectively.
(2)British Pound and Canadian Dollar debt obligations shown in US Dollars.
(3)Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2023 and 2028.
Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

We have a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The unsecured revolving credit facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

Our unsecured credit facility imposed certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default.

As of December 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $25.2 million borrowings outstanding and an additional $15.4 million restricted to support outstanding letters of credit. We limit our use of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of December 31, 2022, we had $403.0 million in borrowings outstanding under our commercial paper program.

In June 2022, we entered into a Credit and Guaranty Agreement (the “New Credit Agreement”) with Ventas Realty, as borrower. The New Credit Agreement replaces Ventas Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with a new $500.0 million unsecured term loan that matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas Realty’s debt ratings. The New Credit Agreement also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

As of December 31, 2022, we had a C$500 million or $369.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

In October 2022, we executed a letter agreement for a $100.0 million uncommitted line for standby letters of credit. The letter agreement contains certain customary covenants and under its terms, we are required to pay a commission on each outstanding letter of credit at a rate to be agreed upon in writing at issuance of each letter of credit. As of December 31, 2022, there were no material amounts outstanding under this facility.

Senior Notes

As of December 31, 2022, we had outstanding $7.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$1.9 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation).
Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada’s existing and future subordinated indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada).

NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.

Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.

Mortgages

At December 31, 2022, we had 113 mortgage loans outstanding in the aggregate principal amount of $2.4 billion, which is secured by 105 of our properties. Of these loans, 98 loans in the aggregate principal amount of $2.0 billion bear interest at fixed rates ranging from 0% to 13.01% per annum, and 15 loans in the aggregate principal amount of $400.5 million bear interest at variable rates ranging from 3.63% to 6.85% per annum as of December 31, 2022. At December 31, 2022, the weighted average annual rate on our fixed rate mortgage loans was 3.7%, and the weighted average annual rate on our variable rate mortgage loans was 5.1%. Our mortgage loans had a weighted average maturity of 4.5 years as of December 31, 2022.

During the years ended December 31, 2022 and 2021, we repaid in full mortgage loans in the aggregate principal amount of $0.6 million and $284.7 million, respectively.

In September 2021, we assumed $482.5 million in mortgage debt maturing in 2025 in connection with the New Senior Acquisition including a $25.4 million fair value premium, which is amortized over the remaining term through interest expense in our Consolidated Statement of Income. See “Note 4 – Acquisitions of Real Estate Property”.
    
Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of December 31, 2022, our indebtedness had the following maturities (dollars in thousands):
Principal Amount
Due at Maturity
Unsecured Revolving
Credit Facility and Commercial Paper Notes (1)
Scheduled Periodic
Amortization		Total Maturities
2023$466,792 $403,000 $45,056 $914,848 
20241,691,862 — 39,657 1,731,519 
20252,016,471 25,230 34,096 2,075,797 
20261,049,404 — 27,498 1,076,902 
20271,328,150 — 26,823 1,354,973 
Thereafter5,076,523 — 130,682 5,207,205 
Total maturities$11,629,202 $428,230 $303,812 $12,361,244 
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(1)At December 31, 2022, we had $305.7 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $122.6 million of unrestricted cash and cash equivalents.
    
The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.
As of December 31, 2022, we were in compliance with all of these covenants.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.
As of December 31, 2022, our variable rate debt obligations of $1.5 billion reflect, in part, the effect of $144.2 million notional amount of interest rate swaps with maturities on March 22, 2027 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2022, our fixed rate debt obligations of $10.9 billion reflect, in part, the effect of $338.0 million and C$267.8 million notional amount of interest rate swaps with maturities ranging from January 2023 to April 2031, in each case that effectively convert variable rate debt to fixed rate debt.