BORROWING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' |
BORROWING ARRANGEMENTS | ' |
NOTE 10 - BORROWING ARRANGEMENTS |
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The following is a summary of our long-term borrowings: |
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| | | | | Current | | December 31, | |
| | Maturity | | | Rate | | 2013 | | | 2012 | |
| | | | | | | | (in thousands) | |
Secured borrowings: | | | | | | | | | | | | |
HUD mortgages assumed June 2010 (Paid-off) | | | - | | | | - | | | $ | — | | | $ | 62,921 | |
HUD mortgages assumed June 2010 (1) | | | 2040 - 2045 | | | | 4.85 | % | | | 128,641 | | | | 130,887 | |
HUD mortgages assumed October 2011 (1) | | | 2036 - 2040 | | | | 4.87 | % | | | 31,145 | | | | 31,991 | |
HUD mortgages assumed December 2011(1)(2) | | | 2044 | | | | 3.06 | % | | | 58,592 | | | | 58,884 | |
HUD mortgages assumed December 2012(1) | | | 2031 - 2045 | | | | 5.5 | % | | | 80,153 | | | | 81,855 | |
Total secured borrowings | | | | | | | | | | | 298,531 | | | | 366,538 | |
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Unsecured borrowings: | | | | | | | | | | | | | | | | |
Revolving line of credit | | | 2016 | | | | 1.97 | % | | $ | 326,000 | | | $ | 158,000 | |
Term loan | | | 2017 | | | | 1.92 | % | | | 200,000 | | | | 100,000 | |
| | | | | | | | | | | 526,000 | | | | 258,000 | |
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2020 notes | | | 2020 | | | | 7.5 | % | | | 200,000 | | | | 200,000 | |
2022 notes | | | 2022 | | | | 6.75 | % | | | 575,000 | | | | 575,000 | |
2024 notes | | | 2024 | | | | 5.875 | % | | | 400,000 | | | | 400,000 | |
Subordinated debt | | | 2021 | | | | 9 | % | | | 20,892 | | | | 21,049 | |
| | | | | | | | | | | 1,195,892 | | | | 1,196,049 | |
Premium - net | | | | | | | | | | | 3,995 | | | | 4,345 | |
Total unsecured borrowings | | | | | | | | | | | 1,725,887 | | | | 1,458,394 | |
Totals – net | | | | | | | | | | $ | 2,024,418 | | | $ | 1,824,932 | |
| -1 | Reflects the weighted average interest rate on the mortgages. | | | | | | | | | | | | | | |
| -2 | The debt was refinanced in March 2013. | | | | | | | | | | | | | | |
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Secured Borrowings |
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HUD Mortgages Loans Payoff |
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On June 29, 2012, we paid approximately $11.8 million to retire four HUD mortgages that were assumed as part of a December 2011 acquisition. The retirement of the four HUD mortgages resulted in a net gain of approximately $1.7 million. The net gain included the write-off of approximately $1.8 million of the unamortized premium offset by a prepayment fee of approximately $0.1 million. |
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HUD Mortgage Debt assumed June 2010(Paid-off) |
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On May 31, 2013, we paid approximately $51.0 million to retire 11 HUD mortgages that were assumed in connection with our acquisition of certain subsidiaries of CapitalSource in June 2010. The retirement of the 11 HUD mortgages resulted in a net gain of approximately $11.1 million. The net gain included the write-off of approximately $11.3 million related to the unamortized premium offset by a prepayment fee of approximately $0.2 million. |
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HUD Mortgage Debt assumed June 2010 |
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In connection with the second quarter 2010 acquisitions of 29 facilities from Capital Source, we assumed $128.8 million of HUD indebtedness with maturity dates ranging from January 2040 to January 2045. On the date of the assumption, we estimated the fair value of the assumed debt to be approximately $7.3 million more than the face value of the debt assumed. We amortized the premium utilizing the effective interest method from the date of assumption. As of December 31, 2013 and 2012, the unamortized premium was $6.0 million and $6.4 million, respectively. We estimate the amortization of premium will be between $0.3 million and $0.4 million over the next five years. In 2013, 2012 and 2011, the amortization of the premium was $0.4 million. |
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HUD Debt assumed October 2011 |
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In connection with the October 31, 2011 acquisition of four SNFs, we assumed $29.9 million of HUD indebtedness with maturity dates ranging from March 2036 to September 2040. On the date of the assumption, we estimated the fair value of the assumed debt to be approximately $3.0 million more than the face value of the debt assumed. We amortized the premium utilizing the effective interest method from the date of assumption. As of December 31, 2013 and 2012, the unamortized premium was $2.6 million and 2.8 million, respectively. We estimate the amortization of the premium will be between $0.1 million and $0.2 million over the next five years. In 2013, 2012 and 2011, the amortization of the premium was $0.2 million, $0.2 million and $0.0 million, respectively. |
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HUD Mortgage Debt assumed December 2011 Refinanced March 2013 |
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On March 26, 2013, we refinanced existing HUD mortgage debt on 12 properties in Arkansas for approximately $59.4 million including approximately $0.7 million of closing costs that were added to the outstanding balance and will be amortized over the term of the mortgage debt. The annual interest rate for the refinanced debt decreased from 5.55% to approximately 3.06%, with the term of the refinanced mortgages remaining unchanged. |
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HUD Mortgages assumed December 2012 |
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In connection with the fourth quarter 2012 acquisitions, we assumed $71.8 million of HUD indebtedness with maturity dates ranging from April 2031 to February 2045. On the date of the assumption, we estimated the fair value of the assumed debt to be approximately $10.1 million more than the face value of the debt assumed. We amortized the premium utilizing the effective interest method from the date of assumption. As of December 31, 2013 and 2012, the unamortized premium was $9.5 million and $10.0 million, respectively. We estimate the amortization of the premium will be approximately $0.4 million over the next five years. In 2013 and 2012, the amortization of the premium was $0.6 million and $0.1 million, respectively. |
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Unsecured Borrowings |
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$700 Million Unsecured Credit Facility - 2012 |
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We have a $700 million unsecured credit facility that we entered into on December 6, 2012, comprised of a $500 million unsecured revolving credit facility (the “2012 Revolving Credit Facility”) and a $200 million unsecured, deferred draw term loan facility (the “2012 Term Loan Facility” and, together with the 2012 Revolving Credit Facility, collectively, the “2012 Credit Facilities”). |
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The 2012 Credit Facilities replaced our previous $475 million senior unsecured revolving credit facility (the “2011 Credit Facility”). The 2012 Credit Facilities include an “accordion feature” that permits us to expand its borrowing capacity by a combined $300 million, to a total of $1 billion. |
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The 2012 Revolving Credit Facility is priced at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 190 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings, plus a facility fee based on the same ratings (initially 30 basis points, with a range of 15 to 45 basis points). At December 31, 2013, we had $326 million in borrowings outstanding under the 2012 Revolving Credit Facility. The 2012 Revolving Credit Facility matures on December 6, 2016, with an option by us to extend the maturity one additional year. |
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The 2012 Term Loan Facility is also priced at LIBOR plus an applicable percentage (beginning at 175 basis points, with a range of 110 to 230 basis points) based our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. At December 31, 2013, the full $200 million was outstanding under the 2012 Term Loan Facility. The 2012 Term Loan Facility matures on December 6, 2017. |
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At December 31, 2013, we had a total of $526.0 million outstanding under the 2012 Credit Facilities, and no letters of credit outstanding, leaving availability of $174.0 million. For the year ended December 31, 2013, the weighted-average interest rate was 1.94% for borrowings under our 2012 Credit Facilities. |
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$200 Million Term Loan - 2013 |
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On December 27, 2013, we entered into a new $200 million senior unsecured, deferred draw, term loan facility (the “2013 Term Loan Facility”). The 2013 Term Loan Facility matures on February 29, 2016. |
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The 2013 Term Loan Facility is being provided pursuant to a Credit Agreement, dated as of December 27, 2013 (the “2013 Credit Agreement”), among Omega, as borrower, certain of Omega’s subsidiaries identified in the 2013 Credit Agreement, as guarantors, Bank of America, N.A., as the initial lender (together with other lenders from time to time becoming signatory to the 2013 Credit Agreement, as lenders, the “2013 Term Lenders”), and Bank of America, N.A., as administrative agent for the 2013 Term Lenders. Omega’s obligations in connection with the 2013 Term Loan Facility are jointly and severally guaranteed by Omega’s current subsidiaries (other than those designated as “unrestricted subsidiaries”) for the benefit of the administrative agent and the 2013 Term Lenders. Additional subsidiaries created or acquired by Omega in the future (unless designated as unrestricted subsidiaries) will also be required to guarantee Omega’s obligations in connection with the 2013 Term Loan Facility, if such future subsidiaries own unencumbered real property or guarantee other unsecured funded debt (including but not limited to Omega’s unsecured senior notes and Omega’s 2012 senior unsecured revolving credit and term loan facilities). |
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No borrowings had yet been made by Omega under the 2013 Term Loan Facility as of December 31, 2013. |
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We may prepay the 2013 Term Loan Facility at any time in whole or in part, or reduce or terminate the term loan commitment under the 2013 Term Loan Facility, in each case without fees or penalty. Principal amounts prepaid or repaid under the 2013 Term Loan Facility may not be reborrowed. |
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The interest rates per annum applicable to the 2013 Term Loan Facility are (a) the reserve adjusted LIBOR Rate (the “Eurodollar Rate” or “Eurodollar”), plus the applicable margin (as described below) or, at our option, (b) the base rate, plus the applicable margin (as described below), with the base rate being equal to the highest of (i) the rate of interest publicly announced by the administrative agent as its prime rate in effect, (ii) the federal funds effective rate from time to time plus 0.50% and (iii) the Eurodollar Rate determined on such day for a Eurodollar Loan with an interest period of one month plus 1.0%, in each case. The applicable margins with respect to the 2013 Term Loan Facility are determined in accordance with a performance grid based on our investment grade ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings with respect to Omega’s non-credit-enhanced, senior unsecured long-term debt. The applicable margin for the 2013 Term Loan Facility may range from 2.30% to 1.10% in the case of Eurodollar advances, and from 1.30% to 0.10% in the case of base rate advances. The default rate on the 2013 Term Loan Facility is 2.0% above the interest rate otherwise applicable to base rate loans. |
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$200 Million 7.5% Senior Notes due 2020 and Exchange Offer |
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On February 9, 2010, we issued and sold $200 million aggregate principal amount of 7.5% Senior Notes due 2020 (the “2020 Notes”). The 2020 Notes mature on February 15, 2020 and pay interest semi-annually on August 15th and February 15th. |
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We may redeem the 2020 Notes, in whole at any time or in part from time to time, at redemption prices of 103.75%, 102.5% and 101.25% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on February 15 of the years 2015, 2016 and 2017, respectively, and at a redemption price of 100% of the principal amount thereof on and after February 15, 2018, in each case, plus any accrued and unpaid interest to the redemption date. In addition, until February 15, 2013 we may redeem up to 35% of the 2020 Notes with the net proceeds of one or more public equity offerings at a redemption price of 107.5% of the principal amount of the 2020 Notes to be so redeemed, plus any accrued and unpaid interest to the redemption date. If we undergo a change of control, we may be required to offer to purchase the notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. |
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The 2020 Notes were sold at an issue price of 98.278% of the principal amount, resulting in gross proceeds of approximately $197 million. We used the net proceeds from the sale of the 2020 Notes, after discounts and expenses, to (i) repay outstanding borrowings of approximately $59 million of debt assumed in connection with our December 22, 2009 CapitalSource acquisition, (ii) repay outstanding borrowings under our 2009 Credit Facility, and (iii) for working capital and general corporate purposes, including the acquisition of healthcare-related properties such as the CapitalSource acquisitions. The 2020 Notes are guaranteed by substantially all of our subsidiaries as of the date of issuance. As of December 31, 2013, our subsidiaries that are not guarantors of the 2020 Notes accounted for approximately $462.2 million of our total assets. |
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On October 20, 2010, we commenced an offer to exchange $200 million of our registered 7.5% Senior Notes due 2020 for all of the initial 2020 Notes. All $200 million outstanding aggregate principal amount of the initial notes were validity tendered and not withdrawn prior to the expiration of the exchange offer, and were exchanged for exchange notes as of November 22, 2010. The terms of the exchange notes are substantially identical to the terms of the initial notes, except that provisions of the initial notes relating to transfer restrictions, registration rights and additional interest do not apply to exchange notes. |
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$575 Million 6.75% Senior Notes due 2022 and Exchange Offer |
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On October 4, 2010, we issued and sold $225 million aggregate principal amount of our 6.75% Senior Notes due 2022 (the “Initial 2022 Notes”). The Initial 2022 Notes mature on October 15, 2022 and pay interest semi-annually on April 15th and October 15th. On November 23, 2010, we issued and sold $350 million aggregate principal amount of our 6.75% Senior Notes due 2022 (the “Additional 2022 Notes”). The Additional 2022 Notes are of the same series as, and thus have the same terms, as our Initial 2022 Notes. The Initial 2022 Notes together with the Additional 2022 Notes, are collectively the “2022 Notes”. |
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The Initial 2022 Notes were sold at an issue price of 98.984% of the principal amount, resulting in gross proceeds of approximately $223 million. We used the net proceeds from the sale of the Initial 2022 Notes, after discounts and expenses, to (i) pay off borrowings under the 2010 Credit Facility and (ii) for general corporate purposes. The Additional 2022 Notes were sold at an issue price of 103% of their face value, before initial purchasers’ discount, plus accrued interest from October 4, 2010, resulting in gross proceeds to us of approximately $364 million. We used the net proceeds from the sale of the Additional 2020 Notes (i) to fund our tender offer for our outstanding $310 million aggregate principal amount of 7% Senior Notes due 2014, and (ii) for working capital and general corporate purposes. |
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We may redeem the 2022 Notes, in whole at any time or in part from time to time, at redemption prices of 103.375%, 102.25% and 101.125% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on October 15 of the years 2015, 2016 and 2017, respectively, and at a redemption price of 100% of the principal amount thereof on and after October 15, 2018, in each case, plus any accrued and unpaid interest to the redemption date. In addition, until October 15, 2013 we may redeem up to 35% of the 2022 Notes with the net proceeds of one or more public equity offerings at a redemption price of 106.75% of the principal amount of the 2022 Notes to be so redeemed, plus any accrued and unpaid interest to the redemption date. If we undergo a change of control, we may be required to offer to purchase the notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. |
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On June 2, 2011, we commenced an offer to exchange $575 million of our 6.75% Senior Notes due 2022 for all of the 2022 Notes. All $575 million outstanding aggregate principal amount of the notes were validly tendered and not withdrawn prior to the expiration of the exchange offer, and were exchanged for exchange notes as of July 14, 2011, pursuant to the terms of the exchange offer. The exchange notes are identical in all material respects to the notes, except that the issuance of the exchange notes was registered under the Securities Act of 1933 and the provisions of the notes relating to transfer restrictions, registration rights and additional interest relating to registrations delays do not apply to the exchange notes. |
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As of December 31, 2013, our subsidiaries that are not guarantors of the 2022 Notes accounted for approximately $462.2 million of our total assets. |
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$400 Million 5.875% Senior Notes due 2024 and Exchange Offer |
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On March 19, 2012, we issued $400 million aggregate principal amount of our 5.875% Senior Notes due 2024, or the 2024 Notes. The 2024 Notes mature on March 15, 2024 and pay interest semi-annually on March 15 and September 15 of each year, commencing on September 15, 2012. |
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We may redeem the 2024 Notes, in whole at any time or in part from time to time, at redemption prices of 102.938%, 101.958% and 100.979% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on March 15 of the years 2017, 2018 and 2019, respectively, and at a redemption price of 100% of the principal amount thereof on and after March 15, 2020, in each case, plus any accrued and unpaid interest to the redemption date. In addition, until March 15, 2015 we may redeem up to 35% of the 2024 Notes with the net cash proceeds of one or more public equity offerings at a redemption price of 105.875% of the principal amount of the 2024 Notes to be so redeemed, plus any accrued and unpaid interest to the redemption date. If we undergo a change of control, we may be required to offer to purchase the notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. |
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The 2024 Notes were sold at an issue price of 100% of the principal amount. We used the net proceeds of the offering to fund the tender offer and consent solicitation for the 2016 Notes (described below), to fund the redemption of the untendered 2016 Notes (described below) and to repay a portion of our indebtedness outstanding under our 2011 Credit Facility. As of December 31, 2013, our subsidiaries that are not guarantors of the 2024 Notes accounted for approximately $462.2 million of our total assets. |
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On August 15, 2012, we commenced an offer to exchange $400 million of our 5.875% Senior Notes due 2024 for all of the 2024 Notes. All $400 million outstanding aggregate principal amount of the initial notes were validly tendered and not withdrawn prior to the expiration of the exchange offer, and were exchanged for exchange notes as of September 20, 2012, pursuant to the terms of the exchange offer. The Exchange Notes are identical in all material respects to the Initial Notes, except that the Exchange Notes were registered under the Securities Act of 1933 and the provisions of the Initial Notes relating to transfer restrictions, registration rights and additional interest will not apply to the Exchange Notes. |
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Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of December 31, 2012 and 2013, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. |
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The required principal payments, excluding the premium/discount on the 2024, 2022 and 2020 Notes, for each of the five years following December 31, 2013 and the aggregate due thereafter are set forth below: |
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| | (in thousands) | | | | | | | | | | | | | |
2014 | | | 5,037 | | | | | | | | | | | | | |
2015 | | | 5,274 | | | | | | | | | | | | | |
2016 | | | 331,522 | | | | | | | | | | | | | |
2017 | | | 205,782 | | | | | | | | | | | | | |
2018 | | | 6,055 | | | | | | | | | | | | | |
Thereafter | | | 1,447,755 | | | | | | | | | | | | | |
Totals | | $ | 2,001,425 | | | | | | | | | | | | | |
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Termination of $475 Million Unsecured Revolving Credit Facility |
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On December 6, 2012, we terminated our 2011 Credit Facility that we entered into on August 16, 2011 and recorded a non-cash charge of approximately $2.5 million relating to the write-off of unamortized deferred financing costs associated with the termination of the 2011 Credit Facility. |
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$175 Million 7% Senior Notes due 2016 Tender Offer and Redemption |
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On March 5, 2012, we commenced a tender offer to purchase for cash any and all of our outstanding $175 million aggregate principal amount of 7% Senior Notes due 2016, or the “2016 Notes”. Pursuant to the terms of the tender offer, on March 19, 2012, we purchased $168.9 million aggregate principal amount of the 2016 Notes. |
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On March 27, 2012, pursuant to the terms of the indenture governing the 2016 Notes, we redeemed the remaining $6.1 million aggregate principal amount of the 2016 Notes at a redemption price of 102.333% of their principal amount, plus accrued and unpaid interest up to the redemption date. Following redemption, the 2016 Notes, the indenture governing the 2016 Notes and the related guarantees were terminated. |
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The redemption resulted in approximately $7.1 million of redemption related costs and write-offs, including $4.5 million in payments made to bondholders for early redemption, $2.2 million of write-offs associated with unamortized deferred financing costs and $0.4 million of expenses associated with the tender and redemption. |
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The following summarizes the refinancing related costs: |
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| | Year Ended December 31, | | | | | |
| | 2013 | | | 2012 | | | 2011 | | | | | |
| | (in thousands) | | | | | |
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Write off of deferred financing cost due to refinancing (1) (2)(3) | | $ | (11,278 | ) | | $ | 3,024 | | | $ | 3,055 | | | | | |
Prepayment and other costs associated with refinancing (4) | | | 166 | | | | 4,896 | | | | 16 | | | | | |
Total debt extinguishment (gain) costs | | $ | (11,112 | ) | | $ | 7,920 | | | $ | 3,071 | | | | | |
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| -1 | In 2013, we recorded an $11.3 million interest refinancing gain associated with the write-off of the premium for above market value debt assumed on 11 HUD mortgage loans that we paid off in May 2013. | | | | | | | | | | | | | | |
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| -2 | In 2012, we wrote-off: (a) $2.2 million deferred financing costs associated with the tender offer and redemption of our $175 million 7% 2016 Notes; and (b) $2.5 million deferred financing costs associated with the termination of our $475 million 2011 Credit Facility. These costs were offset by a $1.7 million gain resulting from the write-off of unamortized premium on the four HUD loans that were paid off in the second quarter of 2012. | | | | | | | | | | | | | | |
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| -3 | In 2011, we terminated our $320 million 2010 Credit Facility and wrote-off deferred financing costs of $3.1 million. | | | | | | | | | | | | | | |
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| -4 | In 2013, we made prepayment penalties of $0.2 million associated with 11 HUD mortgage loans that we paid off in May 2013. In 2012, we incurred $4.9 million of prepayment penalties and other costs associated with the tender offer and redemption of our $175 million 7% 2016 Notes. | | | | | | | | | | | | | | |