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SENIOR NOTES PAYABLE AND OTHER DEBT
 3 Months Ended
Mar. 31, 2024
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 March 31, 2024As of December 31, 2023
Unsecured revolving credit facility (1)(2)
$8,207 $14,006 
Commercial paper notes— — 
3.50% Senior Notes due 2024
400,000 400,000 
3.75% Senior Notes due 2024
400,000 400,000 
4.125% Senior Notes, Series B due 2024 (2)
120,597 123,256 
2.80% Senior Notes, Series E due 2024 (2)
53,954 55,143 
Unsecured term loan due 2025 (2)
— 377,501 
3.50% Senior Notes due 2025
600,000 600,000 
2.65% Senior Notes due 2025
450,000 450,000 
4.125% Senior Notes due 2026
500,000 500,000 
3.25% Senior Notes due 2026
450,000 450,000 
3.75% Exchangeable Senior Notes due 2026
862,500 862,500 
Unsecured term loan due February 2027
200,000 200,000 
Unsecured term loan due June 2027
500,000 500,000 
2.45% Senior Notes, Series G due 2027 (2)
350,890 358,626 
3.85% Senior Notes due 2027
400,000 400,000 
4.00% Senior Notes due 2028
650,000 650,000 
5.398% Senior Notes, Series I due 2028 (2)
443,230 453,001 
4.40% Senior Notes due 2029
750,000 750,000 
5.10% Senior Notes, Series J due 2029 (2)
480,165 — 
3.00% Senior Notes due 2030
650,000 650,000 
4.75% Senior Notes due 2030
500,000 500,000 
2.50% Senior Notes due 2031
500,000 500,000 
3.30% Senior Notes, Series H due 2031 (2)
221,615 226,501 
6.90% Senior Notes due 2037 (3)
52,400 52,400 
6.59% Senior Notes due 2038 (3)
21,413 21,413 
5.70% Senior Notes due 2043
300,000 300,000 
4.375% Senior Notes due 2045
300,000 300,000 
4.875% Senior Notes due 2049
300,000 300,000 
Mortgage loans and other3,167,042 3,174,251 
Total13,632,013 13,568,598 
Deferred financing costs, net(82,534)(84,034)
Unamortized fair value adjustment15,917 17,081 
Unamortized discounts(10,202)(10,749)
Senior notes payable and other debt$13,555,194 $13,490,896 
______________________________
(1)As of March 31, 2024 and December 31, 2023, respectively, no aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $8.2 million and $14.0 million were denominated in British pounds as of March 31, 2024 and December 31, 2023, 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, 2028.
Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

As of March 31, 2024, our unsecured revolving credit facility was comprised of a $2.75 billion unsecured revolving credit facility priced at SOFR plus 0.925% based on the Company’s debt ratings. Our unsecured revolving credit facility was scheduled to mature in January 2025. In April 2024, we entered into an amended and restated unsecured credit facility (the “New Credit Facility”) comprised of a $2.75 billion unsecured revolving credit facility initially priced at SOFR plus 0.875% based on the Company’s debt ratings. The New Credit Facility replaces our existing unsecured revolving credit facility and matures in April 2028, and may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The New 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 existing unsecured revolving 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; and (viii) 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. The New Credit Facility imposes similar restrictions.

As of March 31, 2024, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $8.2 million outstanding and an additional $1.2 million restricted to support outstanding letters of credit. In connection with the New Credit Facility, we paid off all amounts outstanding under the existing unsecured revolving credit facility by drawing down the same amount on the New Credit Facility. 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 March 31, 2024, we had no borrowings outstanding under our commercial paper program.

Ventas Realty has a $500.0 million unsecured term loan priced at Term SOFR plus 0.95%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in June 2027 and includes an accordion feature that permits Ventas Realty to increase the 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.

Ventas Realty has a $200.0 million unsecured term loan priced at Term SOFR plus 0.95%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in February 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $500.0 million, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

During the three months ended March 31, 2024, we repaid and extinguished a C$500.0 million or $369.4 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in January 2025.

As of March 31, 2024, our $100.0 million uncommitted line for standby letters of credit had an outstanding balance of $15.0 million. The agreement governing the line contains certain customary covenants and, under its terms, we are required to pay a commission on each outstanding letter of credit at a fixed rate.

Exchangeable Senior Notes

In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged,
redeemed or repurchased. As of March 31, 2024, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding. During the three months ended March 31, 2024, we recognized approximately $8.1 million of contractual interest expense and amortization of issuance costs of $1.7 million related to the Exchangeable Notes. Unamortized issuance costs of $15.4 million as of March 31, 2024 was recorded as an offset to senior notes payable and other debt on our Consolidated Balance Sheet.

The Exchangeable Notes are exchangeable at an initial exchange rate of 18.2460 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $54.81 per share of common stock). The initial exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes will be exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes will be exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

We have evaluated and concluded that the exchange options embedded in our exchangeable senior notes are eligible for the entity’s own equity scope exception from ASC 815 and therefore, do not need to be bifurcated. Accordingly, we record our exchangeable senior notes as liabilities (included in senior notes payable and other debt on our Consolidated Balance Sheets).

Senior Notes

In February 2024, Ventas Canada Finance Limited (“Ventas Canada”) issued and sold C$650.0 million aggregate principal amount of 5.10% Senior Notes, Series J due 2029 in a private placement. The proceeds were primarily used to repay the C$500.0 million unsecured term loan facility due 2025.

In April and May 2024, we repaid $854.0 million senior notes at maturity consisting of $400.0 million 3.50% Senior Notes, $400.0 million 3.75% Senior Notes and $54.0 million (C$73.0 million) 2.80% Senior Notes primarily with cash on hand and the remainder through our commercial paper program.

Mortgages

In February 2024, we entered into a C$52.8 million fixed rate mortgage loan, which accrues interest at 4.644%, matures in 2029 and is secured by one senior housing community in Canada.

Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of March 31, 2024, our indebtedness had the following maturities (dollars in thousands):
Principal Amount
Due at Maturity
Unsecured Revolving Credit Facility and Commercial Paper Notes
Scheduled Periodic
Amortization		Total Maturities
2024$1,167,226 $— $39,262 $1,206,488 
20251,807,171 8,207 46,833 1,862,211 
20261,903,689 — 40,858 1,944,547 
20271,560,756 — 40,912 1,601,668 
20281,492,500 — 33,773 1,526,273 
Thereafter5,368,497 — 122,329 5,490,826 
Total maturities$13,299,839 $8,207 $323,967 $13,632,013 
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.

Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Income.

As of March 31, 2024, our variable rate debt obligations of $0.8 billion reflect, in part, the effect of $142.7 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt.

As of March 31, 2024, our fixed rate debt obligations of $12.9 billion reflect, in part, the effect of $527.1 million and C$647.6 million notional amount of interest rate swaps with maturities ranging from February 2025 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt.