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SENIOR NOTES PAYABLE AND OTHER DEBT
9 Months Ended
Sep. 30, 2012
SENIOR NOTES PAYABLE AND OTHER DEBT  
SENIOR NOTES PAYABLE AND OTHER DEBT

 The following is a summary of our senior notes payable and other debt as of September 30, 2012 and December 31, 2011:

 
  September 30, 2012   December 31, 2011  
 
  (In thousands)
 

Unsecured revolving credit facility

  $ 704,770   $ 455,578  

9% Senior Notes due 2012

        82,433  

81/4% Senior Notes due 2012

        72,950  

Unsecured term loan due 2013

        200,000  

6.25% Senior Notes due 2013

    269,850     269,850  

Unsecured term loan due 2015(1)

    131,509     126,875  

3.125% Senior Notes due 2015

    400,000     400,000  

6% Senior Notes due 2015

    234,420     234,420  

61/2% Senior Notes due 2016

        200,000  

Unsecured term loan due 2017(1)

    375,000     375,000  

63/4% Senior Notes due 2017

        225,000  

4.00% Senior Notes due 2019

    600,000      

4.750% Senior Notes due 2021

    700,000     700,000  

4.25% Senior Notes due 2022

    600,000      

3.25% Senior Notes due 2022

    275,000      

6.90% Senior Notes due 2037

    52,400     52,400  

6.59% Senior Notes due 2038

    22,973     22,973  

Mortgage loans and other(2)

    2,898,183     2,762,964  
           

Total

    7,264,105     6,180,443  

Capital lease obligations

    142,565     143,006  

Unamortized fair value adjustment

    119,319     144,923  

Unamortized commission fees and discounts

    (31,215 )   (39,256 )
           

Senior notes payable and other debt

  $ 7,494,774   $ 6,429,116  
           

(1)
These amounts represent in aggregate the approximate $500.0 million of borrowings outstanding under our unsecured term loan facility. Certain amounts included in the 2015 tranche are in the form of Canadian dollar borrowings.
(2)
Excludes debt related to real estate assets classified as held for sale as of September 30, 2012 and December 31, 2011, respectively. The total mortgage debt for these properties as of September 30, 2012 and December 31, 2011 was $23.4 million and $14.6 million, respectively, and is included in accounts payable and other liabilities on our Consolidated Balance Sheets.

        As of September 30, 2012, our indebtedness (excluding capital lease obligations) had the following maturities:

 
  Principal Amount
Due at Maturity
  Unsecured
Revolving Credit
Facility(1)
  Scheduled Periodic
Amortization
  Total Maturities(1)  
 
  (In thousands)
 

2012

  $ 9,031   $   $ 14,209   $ 23,240  

2013(2)

    562,366         51,679     614,045  

2014

    291,030         47,510     338,540  

2015

    1,074,793     704,770     38,098     1,817,661  

2016

    415,334         30,820     446,154  

Thereafter(3)

    3,846,022         178,443     4,024,465  
                   

Total maturities

  $ 6,198,576   $ 704,770   $ 360,759   $ 7,264,105  
                   

(1)
At September 30, 2012, we had $58.5 million of unrestricted cash and cash equivalents, for $646.2 million of net borrowings outstanding under our unsecured revolving credit facility. Borrowings under our unsecured revolving credit facility mature on October 16, 2015, but may be extended for an additional period of one year at our option, subject to the satisfaction of certain conditions.

(2)
Excludes $23.4 million of mortgage debt related to a real estate asset classified as held for sale as of September 30, 2012 that is scheduled to mature in 2013.

(3)
Includes $52.4 million aggregate principal amount of 6.90% senior notes due 2037 of Nationwide Health Properties, LLC ("NHP LLC") (as successor to NHP) that are subject to repurchase, at the option of the holders, on October 1 of each of 2012, 2017 and 2027, and $23.0 million aggregate principal amount of 6.59% senior notes due 2038 of NHP LLC that are subject to repurchase, at the option of the holders, on July 7 of each of 2013, 2018, 2023 and 2028. The option to require us to repurchase the 6.90% senior notes due 2037 on October 1, 2012 was not exercised by any holder.

Unsecured Revolving Credit Facility and Term Loans

        We have $2.0 billion of aggregate borrowing capacity under our unsecured revolving credit facility, which may be increased to up to $2.5 billion at our option, subject to the satisfaction of certain conditions, and includes sublimits of (a) up to $200 million for letters of credit, (b) up to $200 million for swingline loans, (c) up to $250 million for loans in certain alternative currencies, and (d) up to 50% of the facility for certain negotiated rate loans. Borrowings under our unsecured revolving credit facility bear interest at a fluctuating rate per annum (based on the applicable LIBOR for Eurocurrency rate loans and the higher of (i) the federal funds rate plus 0.50%, (ii) the administrative agent's prime rate and (iii) the applicable LIBOR plus 1.0% for base rate loans, plus, in each case, a spread based on our senior unsecured long-term debt ratings). At September 30, 2012, the applicable spread was 110 basis points for Eurocurrency rate loans and 10 basis points for base rate loans. We also pay a facility fee ranging from 15 to 45 basis points per annum (based on our senior unsecured long-term debt ratings) on the aggregate revolving commitments under our unsecured revolving credit facility. At September 30, 2012, the facility fee was 17.5 basis points. Borrowings under our unsecured revolving credit facility mature on October 16, 2015, but may be extended for an additional period of one year at our option, subject to the satisfaction of certain conditions.

        As of September 30, 2012, we had $704.8 million of borrowings and $5.9 million of letters of credit outstanding and $1.29 billion of unused borrowing capacity available under our unsecured revolving credit facility.

        In August 2012, we prepaid in full our $200.0 million unsecured term loan due 2013.

        In October 2012, we entered into a new $180.0 million unsecured term loan, initially priced at 120 basis points over LIBOR. The term loan matures in January 2018 and contains the same covenants as our unsecured revolving credit and term loan facilities.

Senior Notes

        In February 2012, we issued and sold $600.0 million aggregate principal amount of 4.25% senior notes due 2022 at a public offering price equal to 99.214% of par, for total proceeds of $595.3 million before the underwriting discount and expenses.

        In March 2012, we redeemed all $200.0 million principal amount outstanding of our 61/2% senior notes due 2016 at a redemption price equal to 103.25% of par, plus accrued and unpaid interest to the redemption date, pursuant to the call option contained in the indenture governing the notes. As a result, we paid a total of $206.5 million, plus accrued and unpaid interest, on the redemption date and recognized a loss on extinguishment of debt of $29.7 million during the first quarter of 2012.

        In April 2012, we issued and sold $600.0 million aggregate principal amount of 4.00% senior notes due 2019 at a public offering price equal to 99.489% of par, for total proceeds of $596.9 million before the underwriting discount and expenses.

        In May 2012, we repaid in full, at par, $82.4 million principal amount then outstanding of our 9% senior notes due 2012 upon maturity.

        Also in May 2012, we redeemed all $225.0 million principal amount outstanding of our 63/4% senior notes due 2017 at a redemption price equal to 103.375% of par, plus accrued and unpaid interest to the redemption date, pursuant to the terms of the indenture governing the notes. As a result, we paid a total of $232.6 million, plus accrued and unpaid interest, on the redemption date and recognized a loss on extinguishment of debt of $10.0 million during the second quarter of 2012.

        In July 2012, we repaid in full, at par, $73.0 million principal amount then outstanding of NHP LLC's 81/4% senior notes due 2012 upon maturity.

        In August 2012, we issued and sold $275.0 million aggregate principal amount of 3.25% senior notes due 2022 at a public offering price equal to 99.027% of par, for total proceeds of $272.3 million before the underwriting discount and expenses.

Capital Leases

        As of September 30, 2012, we leased eight seniors housing communities pursuant to arrangements that are accounted for as capital leases. Under each capital lease agreement, rent may be increased annually based upon changes in the Consumer Price Index or gross revenues attributable to the property, subject to certain limits, and we have a bargain option to purchase the leased property and an option to exercise renewal terms.

        Future minimum lease payments required under the capital lease agreements, including amounts that would be due under purchase options, as of September 30, 2012 are as follows (in thousands):

2012

  $ 2,374  

2013

    9,573  

2014

    9,699  

2015

    9,826  

2016

    9,953  

Thereafter

    162,600  
       

Total minimum lease payments

    204,025  

Less: Amount related to interest

    (61,460 )
       

 

  $ 142,565  
       

        Net assets held under capital leases are included in net real estate investments on our Consolidated Balance Sheets and totaled $216.5 million and $224.7 million as of September 30, 2012 and December 31, 2011, respectively.