Debt | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt |
The Company's debt is summarized below: |
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| | | Weighted Average Stated Interest Rate (2) | | Weighted Average Maturity (4) | | September 30, | | December 31, | | | | | | | | | | | | | | |
Weighted Average Effective | 2014 | 2013 | | | | | | | | | | | | | | |
Interest Rates (1) | | | | | | | | | | | | | | | | |
| | | | | (in Years) | | (In Thousands) | | | | | | | | | | | | | | |
Revolving credit facilities | NM | | | 2.81 | % | | 1.7 | | $ | 125,436 | | | $ | 35,120 | | | | | | | | | | | | | | | |
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Master Trust Notes | 5.81 | % | | 5.35 | % | | 6.8 | | 1,204,787 | | | 1,241,437 | | | | | | | | | | | | | | | |
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CMBS - fixed-rate | 5.34 | % | | 5.84 | % | | 3.1 | | 1,868,518 | | | 2,387,532 | | | | | | | | | | | | | | | |
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CMBS - variable-rate (3) | 3.5 | % | | 3.28 | % | | 2.4 | | 110,771 | | | 111,018 | | | | | | | | | | | | | | | |
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Unsecured fixed rate promissory note | 9.12 | % | | 7 | % | | 7.3 | | 1,340 | | | 1,442 | | | | | | | | | | | | | | | |
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Convertible Notes | 4.8 | % | | 3.28 | % | | 5.5 | | 747,500 | | | — | | | | | | | | | | | | | | | |
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Total debt before net debt (discount) or premium | 5.4 | % | | 5.06 | % | | 4.7 | | 4,058,352 | | | 3,776,549 | | | | | | | | | | | | | | | |
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Unamortized net debt (discount) or premium | | | | | | | (50,524 | ) | | 1,669 | | | | | | | | | | | | | | | |
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Total debt, net | | | | | | | $ | 4,007,828 | | | $ | 3,778,218 | | | | | | | | | | | | | | | |
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(1) The effective interest rates include amortization of debt discount/premium and amortization of deferred financing costs calculated for the three months ended September 30, 2014. |
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2014. |
(3) Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). |
(4) Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2014. |
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 Company's previous $100.0 million secured revolving credit facility. The Operating Partnership may obtain loans and/or extensions of credit in an aggregate amount not to exceed $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 Facility) 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 $0.4 million and $0.9 million for the three and nine months ended September 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 September 30, 2014, $2.7 million of the $4.5 million is included in deferred costs and other assets, net on the accompanying condensed consolidated balance sheet. The interest rate, excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee of the Credit Facility, was 2.65% for the three months ended September 30, 2014. As of September 30, 2014, there was $110.0 million outstanding on the Credit Facility and $290.0 million of borrowing capacity available. |
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 September 30, 2014, the Operating Partnership was in compliance with these financial covenants. |
Line of Credit - As of September 30, 2014, a special purpose entity indirectly 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 or (ii) the floor rate, which was amended and reduced during the third quarter 2014, equal to 3.50%. 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 September 30, 2014, $15.4 million was outstanding on the Line of Credit under three separate advances, secured by 3 properties, at a weighted average stated rate of 3.9% and an effective interest rate for the three months ended September 30, 2014 of 4.20%. Each advance under the Line of Credit is secured by those assets specified as collateral for such advance. 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 September 30, 2014, the Company and if applicable the 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 the Old 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. The terms of the New Master Funding Notes remain generally similar to the Old Notes including the interest rate and anticipated final repayment dates; however, the Master Funding 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 Master Funding Notes are not insured by third party financial guaranty insurance as were the Old Notes and the Company no longer pays the associated insurance premium. The revisions to the Spirit Master Funding Program, in connection with the issuance of the Master Funding Notes, also generally provide the Company more administrative flexibility as property manager and special servicer. The Master Funding Notes are cross collateralized by the assets of the issuers and are non-recourse. |
As of September 30, 2014, the Master Funding Notes had an outstanding principal balance of $877.8 million and were secured by 714 properties, including 82 properties securing mortgage loans. The Master Funding Notes have a weighted average stated interest rate of 5.58% and weighted average maturity of 6.6 years as of September 30, 2014. |
In December 2013, Spirit Master Funding VII, LLC ("SMF VII") issued $330.0 million net-lease mortgage notes under a new Spirit Master Funding securitization trust, with substantially similar terms to the existing Spirit Master Funding trust. 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 two series of notes are cross collateralized and are collectively referred to as the "SMF Notes" and together with the Master Funding Notes, the "Master Trust Notes". The SMF Notes are secured by all of the assets of SMF VII and are non-recourse. As of September 30, 2014, the SMF Notes had an outstanding balance of $327.0 million and were secured by 316 properties, including 77 properties securing mortgage loans. The SMF Notes carried an investment grade rating at issuance and have a weighted average stated interest rate of 4.74% and a weighted average maturity of 7.3 years as of September 30, 2014. |
CMBS |
As of September 30, 2014, indirectly owned subsidiaries of the Company were borrowers under 232 fixed and 26 variable rate non-recourse loans that had been securitized into commercial mortgage backed securities ("CMBS") that are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of September 30, 2014 for the fixed rate notes ranged from 3.90% to 10.88% with a weighted average stated rate of 5.84%. The variable rate notes ranged from 2.66% to 3.66% with a weighted average stated rate of 3.28%. As of September 30, 2014, the fixed and variable rate loans have balances outstanding of $1.9 billion and $110.8 million, respectively, and are secured by 735 and 123 properties, respectively. |
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During the quarter ended September 30, 2014, the servicer of one such CMBS loan notified the Company that conditions exist under covenants contained in the loan agreement that permit the servicer to retain rents in excess of debt service requirements (“Excess Cash”) as additional deposited collateral beginning as of September 30, 2013. As of September 30, 2014, the Excess Cash amount is approximately $0.6 million per month. In the event the servicer requires the return of previously distributed Excess Cash, such funds would be classified as additional collateral deposits in restricted cash in the accompanying condensed consolidated balance sheet. |
As of September 30, 2014, certain borrowers were in default under the loan agreements relating to four separate CMBS loans where the collateral securing the respective loans was no longer generating sufficient revenue to pay the required debt service. Each defaulted borrower is a special purpose entity and the sole owner of the collateral securing the loan obligations. As of September 30, 2014, the aggregate principal balance under the defaulted CMBS loans was $74.0 million, which includes $1.0 million of interest capitalized to principal and $0.2 million of interest payable reflected in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated balance sheet. The following table provides key elements of the defaulted mortgage loans (dollars in thousands): |
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Industry | | Properties | | Net Book Value | | Monthly Base Rent | | Outstanding Principal | | Restricted Cash (4) | | Stated Rate | | Default Rate | | Accrued Interest | |
Drug Stores / Pharmacies | | 1 | | $ | 1,040 | | | $ | — | | | $ | 1,227 | | | $ | 78 | | | 5.67 | % | | 9.67 | % | | $ | 30 | | (1) |
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Home Furnishings | | 1 | | 3,331 | | | 36 | | | 16,732 | | | 3,537 | | | 6.88 | % | | 10.88 | % | | 807 | | (1) |
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Sporting Goods | | 1 | | 3,397 | | | — | | | 4,067 | | | 609 | | | 5.52 | % | | 9.52 | % | | 161 | | (1) |
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Manufacturing | | 9 | | 39,595 | | | 83 | | | 51,963 | | | 9,497 | | | 5.85 | % | | 9.85 | % | | 219 | | (2) |
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| | 12 | | $ | 47,363 | | | $ | 119 | | | $ | 73,989 | | | $ | 13,721 | | | 6.06 | % | (3) | 10.06 | % | (3) | $ | 1,217 | | |
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(1) Interest capitalized to principal | | | | | | | | | |
(2) Interest in accounts payable, accrued expenses and other liabilities | | | | | |
(3) Weighted average interest rate | | | | | | | | | |
(4) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance |
Convertible Senior Notes |
On May 20, 2014, the Company completed registered 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 Convertible 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 Convertible 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 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 outstanding principal balance of the Convertible Notes on the accompanying condensed consolidated balance sheets. 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 the term of each of the 2019 Notes and 2021 Notes. As of September 30, 2014, the unamortized discount was $53.7 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. |
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Debt Extinguishment |
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Net proceeds raised from the concurrent registered Convertible Notes Offering and Common Stock Offerings in May 2014, were partially used to retire senior mortgage notes payable with an aggregate principal balance of $509.8 million, redeem $18.0 million of Old Notes that were not tendered in the Exchange Offer, and repay all amounts then 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. During the third quarter of 2014, the Company recognized a $0.2 million gain on debt extinguishment resulting from a property sale, which was encumbered by CMBS debt assumed by the buyer. As a result of these transactions, the Company recognized a loss on extinguishment of debt of approximately $64.5 million during the nine months ended September 30, 2014. |
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Debt Maturities |
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As of September 30, 2014, scheduled debt maturities of the Company’s revolving credit facilities, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): |
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| Scheduled | | Balloon | | Total | | | | | | | | | | | | | | | | | | |
Principal | Payment | | | | | | | | | | | | | | | | | | |
Remainder of 2014 (1) | $ | 8,202 | | | $ | 103,750 | | | $ | 111,952 | | | | | | | | | | | | | | | | | | | |
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2015 | 31,783 | | | 245,782 | | | 277,565 | | | | | | | | | | | | | | | | | | | |
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2016 | 30,011 | | | 409,939 | | | 439,950 | | | | | | | | | | | | | | | | | | | |
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2017 | 28,331 | | | 829,778 | | | 858,109 | | | | | | | | | | | | | | | | | | | |
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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 | $ | 221,945 | | | $ | 3,836,407 | | | $ | 4,058,352 | | | | | | | | | | | | | | | | | | | |
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(1) The balloon payment balance in 2014 includes $74.0 million for the acceleration of principal payable following an event of default under four separate CMBS loans. |
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. |
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The following table summarizes interest expense on the related borrowings (in thousands): |
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| Three Months | | Nine Months | | | | | | | | | | | | | | |
Ended September 30, | Ended September 30, | | | | | | | | | | | | | | |
| 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | | | | | | | |
Interest expense – revolving credit facilities | $ | 538 | | | $ | 1,196 | | | $ | 2,358 | | | $ | 1,572 | | | | | | | | | | | | | | | |
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Interest expense – mortgages and notes payable | 44,858 | | | 47,196 | | | 149,231 | | | 106,284 | | | | | | | | | | | | | | | |
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Interest expense – Convertible Notes | 6,098 | | | — | | | 8,970 | | | — | | | | | | | | | | | | | | | |
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Interest expense – other | 32 | | | 8 | | | 104 | | | 475 | | | | | | | | | | | | | | | |
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Amortization of deferred financing costs | 1,787 | | | 2,327 | | | 4,084 | | | 12,457 | | | | | | | | | | | | | | | |
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Amortization of debt (premium)/discount | 222 | | | (341 | ) | | (821 | ) | | 5,588 | | | | | | | | | | | | | | | |
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Total interest expense | $ | 53,535 | | | $ | 50,386 | | | $ | 163,926 | | | $ | 126,376 | | | | | | | | | | | | | | | |
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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 deferred financing costs totaled $39.7 million and $23.8 million at September 30, 2014 and December 31, 2013, respectively, and are included in deferred costs and other assets, net on the accompanying condensed consolidated balance sheets. |