Debt | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt |
The Company's debt is summarized below: |
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| | | Weighted Average Stated Interest Rate (2) | | June 30, | | December 31, | | | | | | | | | | | | |
Weighted Average Effective | 2014 | 2013 | | | | | | | | | | | | |
Interest Rates (1) | | | | | | | | | | | | | | |
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Revolving credit facilities (3) | 5.31 | % | | 4.00% | | $ | 15,528 | | | $ | 35,120 | | | | | | | | | | | | | |
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Master trust notes | 6.13 | % | | 5.35% | | 1,209,131 | | | 1,241,437 | | | | | | | | | | | | | |
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CMBS - fixed-rate | 5.55 | % | | 5.68% | | 1,876,187 | | | 2,387,532 | | | | | | | | | | | | | |
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CMBS - variable-rate (4) | 3.34 | % | | 3.28% | | 110,854 | | | 111,018 | | | | | | | | | | | | | |
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Unsecured fixed rate promissory note | 10 | % | | 7.00% | | 1,375 | | | 1,442 | | | | | | | | | | | | | |
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Convertible senior notes (5) | 5.1 | % | | 3.30% | | 747,500 | | | — | | | | | | | | | | | | | |
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| | | | | 3,960,575 | | | 3,776,549 | | | | | | | | | | | | | |
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Unamortized net debt (discount) or premium | | | | | (50,483 | ) | | 1,669 | | | | | | | | | | | | | |
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Total debt, net | | | | | $ | 3,910,092 | | | $ | 3,778,218 | | | | | | | | | | | | | |
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(1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and related debt insurer premiums, where applicable, calculated for the three months ended June 30, 2014. |
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2014. |
(3) Excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee, the effective interest rate on the revolving credit facilities (Credit Facility and Line of Credit), was 2.96% as of June 30, 2014. |
(4) Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). |
(5) The value of the embedded conversion premium of ($55.8) million is included in net debt (discount). |
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Revolving Credit Facilities |
$400 million Credit Facility - On July 17, 2013, the Operating Partnership and various affiliates thereof, entered into a three-year credit agreement ("Credit Facility") with various lenders and terminated the $100.0 million secured revolving credit facility. The Operating Partnership may obtain loans and/or extensions of credit in an aggregate amount not exceeding $400.0 million. The initial term expires on July 17, 2016 and may be extended for an additional 12 months subject to the satisfaction of specified requirements. The Credit Facility bears interest, at the Operating Partnership’s option, of either (i) the “Base Rate” (as defined in the Credit Agreement) plus 1.00% to 2.00%; or (ii) LIBOR plus 2.00% to 3.00%, depending on the Operating Partnership’s leverage ratio. The Operating Partnership is also required to pay a fee on the unused portion of the Credit Facility at a rate of either 0.25% or 0.35% per annum, based on percentage thresholds for the average daily unused balance during a fiscal quarter, which amounted to $0.3 million and $0.6 million for the three and six months ended June 30, 2014, respectively. |
As a result of entering into the Credit Facility, the Company incurred origination costs of $4.5 million. These costs are being amortized to interest expense, on a straight-line basis, over the remaining initial term of the Credit Facility. At June 30, 2014, $3.1 million of the $4.5 million is included in deferred costs and other assets, net on the accompanying condensed consolidated balance sheet. The effective interest rate on outstanding borrowings under the Credit Facility, which includes cash interest, non-cash amortization of deferred financing costs, and non-utilization fees, was 5.49% for the three months ended June 30, 2014. The interest rate, excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee of the Credit Facility, was 2.78% for the three months ended June 30, 2014. As of June 30, 2014, there were no amounts outstanding on the Credit Facility. |
The Company guarantees the Operating Partnership's obligations under the Credit Facility and, to the extent not prohibited by law, all of its assets and the Operating Partnership's assets, other than interests in subsidiaries that are contractually prohibited from being pledged, are pledged as collateral for obligations under the Credit Facility. |
The ability to borrow under the Credit Facility is subject to the Operating Partnerships' ongoing compliance with a number of customary financial covenants. As of June 30, 2014, the Operating Partnership was in compliance with these financial covenants. |
Line of Credit - As of June 30, 2014, a special purpose entity owned by the Company had access to a $40.0 million secured revolving credit facility (“Line of Credit”). The initial term of the Line of Credit expires in March 2016, and each advance under the Line of Credit has a 24-month term. The interest rate is determined on the date of each advance and is the greater of (i) the stated prime rate plus 0.5% or (ii) the floor rate equal to 4.0%. The interest rate with respect to each advance resets on the annual anniversary date of each advance, and is subject to the same terms as above. As of June 30, 2014, $15.5 million was outstanding on the Line of Credit under three separate advances, secured by 3 properties, at a weighted average stated rate of 4.0% and an effective interest rate for the three months ended June 30, 2014 of 4.22%. Each advance under the Line of Credit is secured only by its specified asset. The ability to borrow under the Line of Credit is subject to the Company's and special purposes entity's ongoing compliance with a number of customary financial covenants. As of June 30, 2014, the Company and special purpose entity were in compliance with these financial covenants. |
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Master Trust Notes |
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On May 20, 2014, the Company completed its Exchange Offer for the outstanding principal balance of certain net-lease mortgage notes issued by indirect wholly-owned subsidiaries Spirit Master Funding, LLC, Spirit Master Funding II, LLC and Spirit Master Funding III, LLC under the Company's Spirit Master Funding program. Of the $912.4 million of Old Notes outstanding as of the Settlement Date, $894.4 million elected to exchange their Old Notes for New Notes. Approximately $18.0 million of outstanding principal balance immediately prior to the Settlement Date were redeemed by the Company due to non-tender. The terms of the New Notes remain generally similar to the Old Notes including the interest rate and anticipated final repayment dates, however, the New Notes generally amortize more slowly than the Old Notes and have a legal final payment date that is 17 years later than the Old Notes. The New Notes are not insured by third party financial guaranty insurance and the associated insurance premium was eliminated. The revisions to the Spirit Master Funding Program in connection with the issuance of the New Notes, also generally provide the Company more administrative flexibility as property manager and special servicer. |
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The following table summarizes certain key terms under the Old Notes and the New Notes (post exchange): |
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Old Notes | | New Notes |
Issuer | | Principal Amount | | Interest Rate | | Anticipated payment date | | Legal Maturity Date | | Issuer | | Principal Amount | | Interest Rate | | Anticipated payment date | | Legal Maturity Date |
SMF, 2005-1, Class A-1 | | $ | 94,264 | | | 5.05 | % | | Jul-20 | | Jul-23 | | SMF, 2014-1, Class A-1 | | $ | 81,309 | | | 5.05 | % | | Jul-20 | | Jul-40 |
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SMF, 2005-1, Class A-2 | | 258,300 | | | 5.37 | % | | Jul-20 | | Jul-23 | | SMF, 2014-1, Class A-2 | | 253,300 | | | 5.37 | % | | Jul-20 | | Jul-40 |
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SMF II, 2006-1, Class A (1) | | 246,915 | | | 5.76 | % | | Mar-21 | | Mar-24 | | SMF II, 2014-2, Class A | | 246,915 | | | 5.76 | % | | Mar-21 | | Mar-41 |
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SMF III, 2007-1, Class A | | 312,944 | | | 5.74 | % | | Mar-22 | | Mar-25 | | SMF III, 2014-3, Class A | | 312,944 | | | 5.74 | % | | Mar-22 | | Mar-42 |
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| | $ | 912,423 | | | | | | | | | | | $ | 894,468 | | | | | | | |
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(1) Principal amounts include $12.3 million of SMF II, Class A notes repurchased by the Company in 2010, which is shown net on the condensed consolidated balance sheets. |
As of June 30, 2014, the Series 2014-1, Class A-1, Series 2014-1, Class A-2, Series 2014-2 and Series 2014-3 have outstanding balances of $80.5 million, $253.3 million, $234.4 million and $312.9 million, respectively, and are secured by 719 properties, including 82 properties securing mortgage loans. |
In December 2013, Spirit Master Funding VII, LLC ("SMF VII") issued new investment grade rated $330 million net-lease mortgage notes under a new securitization platform. The issue was comprised of $125.0 million of 3.89% Series 2013-1 Class A interest only, net-lease mortgage notes expected to be repaid in December 2018 and $205.0 million of 5.27% Series 2013-2 Class A amortizing net-lease mortgage notes expected to be repaid in December 2023. The notes are secured by the assets of SMF VII and are non-recourse. The Company used the proceeds of the issue to replace shorter-term debt, fund acquisitions and for general corporate purposes. As of June 30, 2014, the Series 2013-1 and Series 2013-2 notes have outstanding balances of $125.0 million and $203.0 million, respectively, and are secured by 318 properties, including 79 properties securing mortgage loans. |
CMBS |
The Company has 229 fixed and 26 variable rate CMBS loans that are secured by mortgages on certain of the leased properties and related assets. The stated interest rates as of June 30, 2014 for the fixed rate notes ranged from 3.90% to 8.39% with a weighted average stated rate of 5.68%. The variable rate notes ranged from 2.65% to 3.56% with a weighted average stated rate of 3.28%. As of June 30, 2014, the fixed and variable rate loans have balances outstanding of $1.9 billion and $110.9 million, respectively, and are secured by 736 and 123 properties, respectively. |
Convertible Senior Notes |
On May 20, 2014, the Company completed public offerings of $402.5 million aggregate principal amount of 2.875% Convertible Notes due in 2019 and $345.0 million aggregate principal amount of 3.75% Convertible Notes due in 2021. Interest on the Notes is payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2014. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021. The Company loaned the net proceeds from the Convertible Notes Offering to the Operating Partnership in exchange for promissory notes with substantially the same terms as the Notes. |
The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of Spirit Realty Capital's common stock, or a combination thereof. The initial conversion rate applicable to each series is 76.3636 per $1,000 principal note (equivalent to an initial conversion price of $13.10 per share of common stock, representing a 22.5% premium above the public offering price). Earlier conversion may be triggered if shares of Spirit Realty Capital common stock trade higher than the established thresholds or certain corporate events as defined occur. |
In connection with the issuance of the Convertible Notes, the Company recorded a discount of $56.7 million, which represents the estimated value of the embedded conversion option feature for each of the Convertible Notes. The discount is shown net against the aggregate gross value of the Convertible Notes on the accompanying condensed consolidated balance sheets within mortgages and notes payable, net. The equity component of the conversion feature is recorded in additional paid-in-capital, net of financing costs. The discount will be amortized to interest expense using the effective interest method over a period of approximately 5 years for the 2019 Notes and 7 years for the 2021 Notes. As of June 30, 2014, the unamortized discount was $55.8 million. The Company also incurred $19.6 million in deferred financing costs in connection with the Convertible Notes Offering. This amount has been allocated on a pro-rata basis to each of the Convertible Notes and is being amortized to interest expense over the term of each note. |
Debt Extinguishment |
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Net proceeds raised from the concurrent public offerings were partially used to retire senior mortgage notes payable with an aggregate principal balance of $509.8 million, redeem $18.0 million of net-lease mortgage notes which were not tendered in connection with the Exchange Offer, and repay all amounts drawn against the Credit Facility. The Company defeased approximately $488.7 million aggregate principal amount of senior mortgage indebtedness included in the total above. The defeased notes had contractual interest rates of 6.59% and upcoming maturities in 2016. As a result of these transactions, the Company recognized a loss on extinguishment of debt of approximately $64.7 million. |
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Debt Maturities |
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As of June 30, 2014, scheduled debt maturities of the Company’s revolving credit facilities, mortgages and notes payable, including balloon payments, are as follows (in thousands): |
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| Scheduled | | Balloon | | Total | | | | | | | | | | | | | |
Principal | Payment | | | | | | | | | | | | | |
Remainder of 2014 | $ | 16,723 | | | $ | 29,761 | | | $ | 46,484 | | | | | | | | | | | | | | |
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2015 | 32,799 | | | 245,794 | | | 278,593 | | | | | | | | | | | | | | |
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2016 | 31,108 | | | 299,963 | | | 331,071 | | | | | | | | | | | | | | |
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2017 | 28,389 | | | 905,262 | | | 933,651 | | | | | | | | | | | | | | |
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2018 | 27,284 | | | 248,851 | | | 276,135 | | | | | | | | | | | | | | |
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Thereafter | 96,334 | | | 1,998,307 | | | 2,094,641 | | | | | | | | | | | | | | |
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Total | $ | 232,637 | | | $ | 3,727,938 | | | $ | 3,960,575 | | | | | | | | | | | | | | |
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Balloon payments subsequent to 2018 are as follows: $452.0 million due in 2019, $288.0 million due in 2020, $554.8 million due in 2021, $351.4 million due in 2022, $352.1 million due in 2023. As of June 30, 2014, the remaining weighted average maturity of the Company's outstanding indebtedness was 5.1 years. |
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The following table summarizes interest expense on the related borrowings (in thousands): |
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| Three Months | | Six Months | | | | | | | | | |
Ended June 30, | Ended June 30, | | | | | | | | | |
| 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | | |
Interest expense – revolving credit facilities | $ | 1,100 | | | $ | 271 | | | $ | 1,820 | | | $ | 376 | | | | | | | | | | |
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Interest expense – mortgages and notes payable | 53,649 | | | 29,615 | | | 107,245 | | | 59,086 | | | | | | | | | | |
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Interest expense – other | 33 | | | 469 | | | 72 | | | 470 | | | | | | | | | | |
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Amortization of deferred financing costs | 1,324 | | | 6,229 | | | 2,297 | | | 10,130 | | | | | | | | | | |
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Amortization of debt (premium)/discount | (114 | ) | | 2,968 | | | (1,043 | ) | | 5,929 | | | | | | | | | | |
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Total interest expense | $ | 55,992 | | | $ | 39,552 | | | $ | 110,391 | | | $ | 75,991 | | | | | | | | | | |
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Debt (premium)/discount net is amortized to interest expense using the effective interest method over the terms of the related notes. The financing costs related to the establishment of debt are deferred and amortized to interest expense using the effective interest method over the term of the related debt instrument. Unamortized financing costs totaled $41.8 million and $23.8 million at June 30, 2014 and December 31, 2013, respectively, and are included in deferred costs and other assets, net on the accompanying condensed consolidated balance sheets. |