Debt | 3 Months Ended |
Mar. 31, 2015 |
Debt Disclosure [Abstract] | |
Debt | Debt |
The Company's debt is summarized below: |
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| Weighted Average Effective | | Weighted Average | | Weighted Average Term (3) | | March 31, | | December 31, |
Interest Rates (1) | Stated | 2015 | 2014 |
| Rates (2) | | |
| | | | | (in Years) | | (In Thousands) |
Revolving Credit Facilities | NM | | | 2.23 | % | | 3.8 | | $ | 185,081 | | | $ | 15,181 | |
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Master Trust Notes | 5.44 | % | | 5.04 | % | | 7.9 | | 1,705,910 | | | 1,710,380 | |
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CMBS - fixed-rate | 5.45 | % | | 5.86 | % | | 3 | | 1,671,951 | | | 1,836,181 | |
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CMBS - variable-rate (4) | 3.5 | % | | 3.3 | % | | 2.5 | | 110,598 | | | 110,685 | |
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Convertible Notes | 4.84 | % | | 3.28 | % | | 5 | | 747,500 | | | 747,500 | |
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Unsecured fixed rate promissory note | 9.12 | % | | 7 | % | | 6.8 | | 1,269 | | | 1,293 | |
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| 5.33 | % | | 4.89 | % | | 5.3 | | 4,422,309 | | | 4,421,220 | |
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Debt discount, net | | | | | | (54,574 | ) | | (51,586 | ) |
Deferred financing costs, net (5) | | | | | | | (48,499 | ) | | (48,666 | ) |
Total debt, net | | | | | | | $ | 4,319,236 | | | $ | 4,320,968 | |
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(1) The effective interest rates include amortization of debt discount, amortization of deferred financing costs and non-utilization fees, where applicable, calculated for the three months ended March 31, 2015 and based on the average principal balance outstanding during the period. The average outstanding principal balance of the Revolving Credit Facilities was not significant during the three months ended March 31, 2015, resulting in an effective interest rate that was not meaningful. |
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of March 31, 2015. |
(3) Represents the weighted average time to maturity based on the outstanding principal balance as of March 31, 2015. |
(4) Variable-rate notes are predominantly hedged with interest rate swaps (see Note 5). |
(5) The Company early adopted ASU 2015-03 requiring deferred financing costs to be presented as a direct deduction from the carrying amount of the related indebtedness. |
Revolving Credit Facilities |
2015 Credit Facility |
On March 31, 2015, the Operating Partnership entered into the Credit Agreement and established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The 2015 Credit Facility matures on March 31, 2019 (extendable at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements). The 2015 Credit Facility includes an accordion feature to increase the committed facility size to up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. The 2015 Credit Facility includes a $50.0 million sublimit for swingline loans and up to $60.0 million available for issuances of letters of credit. Swingline loans and letters of credit reduce availability under the 2015 Credit Facility on a dollar-for-dollar basis. |
The 2015 Credit Facility bears interest at LIBOR plus 1.70% based the Company's current leverage grid pricing per annum, with an unused fee of 0.15%. If the Corporation obtains an investment grade rating of its senior unsecured long-term indebtedness of at least BBB- or Baa3 from S&P or Moody's, respectively, the Operating Partnership may make an irrevocable election to change the grid pricing for the 2015 Credit Facility from leverage based to credit rating based pricing. Upon such an event, the 2015 Credit Facility will bear interest at a rate equal to either LIBOR plus 0.875% to 1.55% per annum. In each case, the applicable borrowing margin depends on the credit rating for the Corporation. |
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If the Corporation obtains an investment grade credit rating from either S&P or Moody’s, the Operating Partnership will be required to pay a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, depending on the credit rating for the Corporation. |
The Operating Partnership may voluntarily prepay the 2015 Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the 2015 Credit Facility is unconditionally guaranteed by the Corporation and certain of the existing and future subsidiaries that are not currently securing or anticipated to secure other indebtedness. The 2015 Credit Facility is full recourse to the Operating Partnership and the aforementioned guarantors. |
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As a result of entering into the 2015 Credit Facility, the Company incurred origination costs of $3.5 million. These costs are being amortized to interest expense over the remaining initial term of the 2015 Credit Facility. |
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As of March 31, 2015, $170.0 million was outstanding and $430.0 million of borrowing capacity was available under the 2015 Credit Facility. The Operating Partnership's ability to borrow under the 2015 Credit Facility is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of March 31, 2015, the Corporation and the Operating Partnership were in compliance with these financial covenants. |
2013 Credit Facility |
On March 31, 2015, the secured 2013 Credit Facility was terminated and its outstanding borrowings were repaid with proceeds from the 2015 Credit Facility. Properties securing this facility became unencumbered upon its termination. The 2013 Credit Facility's borrowing margin was LIBOR plus 2.50% based on the Company's current leverage grid pricing per annum, with an unused fee of 0.35%. Upon terminating the 2013 Credit Facility, the Company recognized debt extinguishment costs of $2.0 million, resulting from the write-off of unamortized deferred financing costs. |
Line of Credit |
A special purpose entity indirectly owned by the Corporation has access to a $40.0 million secured revolving 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. As of March 31, 2015, $15.1 million was outstanding on the Line of Credit under three separate advances and secured by three properties. Outstanding advances under the Line of Credit incurred a weighted average effective interest rate of 3.89% during the three months ended March 31, 2015. The weighted average stated rate as of March 31, 2015 was 3.58%. The ability to borrow under the Line of Credit is subject to the Operating Partnership and special purpose entity's ongoing compliance with a number of customary financial covenants. As of March 31, 2015, the Operating Partnership and, if applicable, the special purpose entity were in compliance with these financial covenants. |
Master Trust Notes |
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The Company has access to an asset-backed securitization platform, the Spirit Master Funding Program, to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. The Spirit Master Funding Program consists of two separate securitization trusts, Master Trust 2013 and Master Trust 2014, each of which have one or multiple bankruptcy-remote, special purpose entities as issuers or co-issuers of the notes. Each issuer is an indirect wholly-owned subsidiary of the Corporation. |
The Master Trust Notes are summarized below: |
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| Effective | | Stated | | Remaining Term | | March 31, | | December 31, |
Interest Rates (1) | Rates (2) | 2015 | 2014 |
| | | | | (in Years) | | (in Thousands) |
Series 2014-1 Class A1 | 6 | % | | 5.1 | % | | 5.2 | | $ | 72,933 | | | $ | 75,489 | |
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Series 2014-1 Class A2 | 6 | % | | 5.4 | % | | 5.3 | | 253,300 | | | 253,300 | |
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Series 2014-2 | 6.1 | % | | 5.8 | % | | 6 | | 232,086 | | | 232,867 | |
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Series 2014-3 | 6 | % | | 5.7 | % | | 7 | | 312,600 | | | 312,705 | |
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Series 2014-4 Class A1 | 3.9 | % | | 3.5 | % | | 4.8 | | 150,000 | | | 150,000 | |
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Series 2014-4 Class A2 | 4.8 | % | | 4.6 | % | | 14.8 | | 360,000 | | | 360,000 | |
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Total Master Trust 2014 notes | 5.5 | % | | 5.1 | % | | 8.2 | | 1,380,919 | | | 1,384,361 | |
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Series 2013-1 Class A | 4.6 | % | | 3.9 | % | | 3.7 | | 125,000 | | | 125,000 | |
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Series 2013-2 Class A | 5.6 | % | | 5.3 | % | | 8.7 | | 199,991 | | | 201,019 | |
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Total Master Trust 2013 notes | 5.2 | % | | 4.7 | % | | 6.8 | | 324,991 | | | 326,019 | |
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| | | | | | | 1,705,910 | | | 1,710,380 | |
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Debt discount, net | | | | | | | (25,916 | ) | | (26,903 | ) |
Deferred financing costs, net | | | | | | | (21,808 | ) | | (22,113 | ) |
Total Master Trust Notes, net | | | | | | | $ | 1,658,186 | | | $ | 1,661,364 | |
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(1) The effective interest rates include amortization of debt discount and amortization of deferred financing costs calculated for the three months ended March 31, 2015 based on the average principal balance outstanding during the period. |
(2) Represents the individual series stated interest rate as of March 31, 2015 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of March 31, 2015. |
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As of March 31, 2015, the Master Trust 2014 notes were secured by 963 properties, including 82 properties securing mortgage loans issued by five indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of March 31, 2015, the Master Trust 2013 notes were secured by 313 properties, including 77 properties securing mortgage loans, issued by a single indirect wholly-owned subsidiary of the Corporation. |
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CMBS |
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As of March 31, 2015, indirect wholly-owned subsidiaries of the Corporation were borrowers under 163 fixed and 11 variable-rate non-recourse loans which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of March 31, 2015 for these fixed-rate notes ranged from 3.90% to 8.39%. The stated interest rates as of March 31, 2015 for the variable-rate notes ranged from 2.67% to 3.68%. As of March 31, 2015, these fixed and variable-rate loans were secured by 505 and 123 properties, respectively. The Company entered into interest rate swaps that effectively fixed the interest rates at approximately 4.55% on a significant portion of the variable-rate debt (see Note 5). |
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As of March 31, 2015, certain borrowers were in default under the loan agreements relating to four separate CMBS fixed-rate loans where the 12 properties securing the respective loans are no longer generating sufficient revenue to pay the required debt service. The default interest rate on these loans was between 9.52% and 10.88%. Each defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of March 31, 2015, the aggregate principal balance under the defaulted CMBS loans was $77.4 million, which includes $4.4 million of interest added to principal. In addition, approximately $14.0 million of lender controlled restricted cash is being held in connection these loans that may be applied to reduce amounts owed. |
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Convertible Notes |
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In May 2014, the Corporation issued $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. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021. |
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The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Corporation'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 the Corporation's common stock trade higher than the established thresholds, if the Convertible Notes trade below established thresholds, or certain corporate events occur. |
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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 feature for each of the Convertible Notes. The discount is being amortized to interest expense using the effective interest method over the term of each of the 2019 Notes and 2021 Notes. As of March 31, 2015, the unamortized discount was $49.4 million. The discount is shown net against the aggregate outstanding principal balance of the Convertible Notes on the accompanying consolidated balance sheets. The equity component of the conversion feature is recorded in capital in excess of par value in the accompanying consolidated balance sheet, net of financing transaction costs. |
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In connection with the offering, the Company also incurred $19.6 million in deferred financing costs. 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. As of March 31, 2015, the unamortized deferred financing costs relating to the Convertible Notes was $17.0 million. |
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Debt Extinguishment |
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During the quarter ended March 31, 2015, the Company extinguished a total of $162.8 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 5.76% and terminated the 2013 Credit Facility. As a result of these transactions, the Company recognized a net loss on debt extinguishment of approximately $1.2 million. |
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Debt Maturities |
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As of March 31, 2015, 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 2015 (1) | $ | 22,363 | | | $ | 230,032 | | | $ | 252,395 | | | | | |
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2016 | 29,090 | | | 284,930 | | | 314,020 | | | | | |
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2017 | 28,535 | | | 816,108 | | | 844,643 | | | | | |
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2018 | 42,560 | | | 248,851 | | | 291,411 | | | | | |
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2019 | 44,520 | | | 622,000 | | | 666,520 | | | | | |
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Thereafter | 289,321 | | | 1,763,999 | | | 2,053,320 | | | | | |
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Total | $ | 456,389 | | | $ | 3,965,920 | | | $ | 4,422,309 | | | | | |
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(1) The balloon payment balance in 2015 includes $77.4 million for the acceleration of principal payable following an event of default under four separate non-recourse CMBS loans. |
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Interest Expense |
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The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): |
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| Three Months | | | | | | | | |
Ended March 31, | | | | | | | | |
| 2015 | | 2014 | | | | | | | | |
Interest expense – Revolving Credit Facilities (1) | $ | 803 | | | $ | 720 | | | | | | | | | |
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Interest expense – mortgages and notes payable | 48,408 | | | 53,596 | | | | | | | | | |
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Interest expense – Convertible Notes | 6,127 | | | — | | | | | | | | | |
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Interest expense – other | — | | | 6 | | | | | | | | | |
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Non-cash interest expense: | | | | | | | | | | | |
Amortization of deferred financing costs | 2,072 | | | 973 | | | | | | | | | |
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Amortization of net losses related to interest rate swaps | 28 | | | 33 | | | | | | | | | |
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Amortization of debt (premium)/discount | 476 | | | (929 | ) | | | | | | | | |
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Total interest expense | $ | 57,914 | | | $ | 54,399 | | | | | | | | | |
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(1) Includes interest expense associated with non-utilization fees of approximately $0.4 million and $0.3 million for the three months ended March 31, 2015 and 2014, respectively. |