Debt | Debt The Company's debt is summarized below: Weighted Average Effective (1) Weighted Average Stated Rates (2) Weighted Average Term (3) September 30, December 31, (in Years) (In Thousands) Revolving Credit Facilities NM 1.74 % 3.5 $ 75,000 $ 15,181 Master Trust Notes 5.44 % 5.03 % 7.5 1,696,766 1,710,380 CMBS - fixed-rate 5.40 % 5.89 % 2.7 1,512,777 1,836,181 CMBS - variable-rate (4) 3.14 % 3.56 % 2.9 68,305 110,685 Convertible Notes 4.88 % 3.28 % 4.5 747,500 747,500 Unsecured fixed rate promissory note (5) — — 0.0 — 1,293 Total debt 5.32 % 4.95 % 5.0 4,100,348 4,421,220 Debt discount, net (54,181 ) (51,586 ) Deferred financing costs, net (6) (41,183 ) (46,332 ) Total debt, net $ 4,004,984 $ 4,323,302 (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and non-utilization fees, where applicable, calculated for the three months ended September 30, 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 September 30, 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 September 30, 2015 . (3) Represents the weighted average time to maturity based on the outstanding principal balance as of September 30, 2015 . (4) Variable-rate notes are predominantly hedged with interest rate swaps (see Note 5). (5) During the three months ended September 30, 2015 , the Company repaid the outstanding balance of the unsecured fixed rate promissory note prior to maturity and recognized a loss on debt extinguishment of $0.1 million . (6) 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. The Company records deferred financing costs for its 2013 Credit Facility and 2015 Credit Facility in deferred costs and other assets, net on its consolidated balance sheets, which is in accordance with ASU 2015-15. Revolving Credit Facilities 2015 Credit Facility On March 31, 2015, the Operating Partnership entered into the Credit Agreement that 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 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. During the quarter ended September 30, 2015 , the 2015 Credit Facility bore interest at LIBOR plus 1.55% based on the Company's leverage and incurred non-utilization fees of 0.25% per annum. 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 from leverage based to credit rating based pricing. Upon such an event, the 2015 Credit Facility will bear interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum and requires 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 its 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. As a result of entering into the 2015 Credit Facility, the Company incurred origination costs of $3.7 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the 2015 Credit Facility. As of September 30, 2015 , the unamortized deferred financing costs relating to the 2015 Credit Facility were $3.2 million and recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of September 30, 2015 , $75.0 million of borrowings were outstanding, $18.0 million of letters of credit were issued and $507.0 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 September 30, 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 leverage, 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 September 30, 2015 , the Line of Credit was undrawn and had $40.0 million of borrowing capacity available. 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 September 30, 2015 , the Operating Partnership and, if applicable, the special purpose entity were in compliance with these financial covenants. Master Trust Notes 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 special purpose entity subsidiary of the Corporation. The Master Trust Notes are summarized below: Effective (1) Stated Rates (2) Remaining Term September 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 6.0 % 5.1 % 4.7 $ 67,701 $ 75,489 Series 2014-1 Class A2 6.0 % 5.4 % 4.8 253,300 253,300 Series 2014-2 6.1 % 5.8 % 5.5 230,490 232,867 Series 2014-3 6.0 % 5.7 % 6.5 312,385 312,705 Series 2014-4 Class A1 3.9 % 3.5 % 4.3 150,000 150,000 Series 2014-4 Class A2 4.8 % 4.6 % 14.3 360,000 360,000 Total Master Trust 2014 notes 5.5 % 5.1 % 7.7 1,373,876 1,384,361 Series 2013-1 Class A 4.6 % 3.9 % 3.2 125,000 125,000 Series 2013-2 Class A 5.6 % 5.3 % 8.2 197,890 201,019 Total Master Trust 2013 notes 5.3 % 4.7 % 6.3 322,890 326,019 Total Master Trust Notes 1,696,766 1,710,380 Debt discount, net (23,919 ) (26,903 ) Deferred financing costs, net (20,080 ) (22,113 ) Total Master Trust Notes, net $ 1,652,767 $ 1,661,364 (1) The effective interest rates include amortization of debt discount and amortization of deferred financing costs calculated for the three months ended September 30, 2015 based on the average principal balance outstanding during the period. (2) Represents the individual series stated interest rate as of September 30, 2015 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of September 30, 2015 . As of September 30, 2015 , the Master Trust 2014 notes were secured by 955 owned and financed properties 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 September 30, 2015 , the Master Trust 2013 notes were secured by 316 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation. CMBS As of September 30, 2015 , indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 149 fixed and 9 variable-rate non-recourse loans, excluding the defaulted 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 September 30, 2015 for these fixed-rate notes, excluding the defaulted loans, ranged from 3.90% to 8.39% . The stated interest rates as of September 30, 2015 for the variable-rate notes ranged from 3.20% to 3.60% . As of September 30, 2015 , these fixed and variable-rate loans were secured by 468 and 86 properties, respectively. The Company entered into interest rate swaps that effectively fixed the interest rates at approximately 5.2% on a significant portion of the variable-rate debt (see Note 5). As of September 30, 2015 and December 31, 2014 , the unamortized deferred financing costs relating to certain of the CMBS loans were $5.6 million and $6.4 million , respectively. The deferred financing costs are being amortized to expense over the term of the respective loans. As of September 30, 2015 , certain borrowers were in default under the loan agreements relating to four separate CMBS fixed-rate loans where the ten properties securing the respective loans are no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on these loans was between 9.67% 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 September 30, 2015 , the aggregate principal balance under the defaulted CMBS loans was $80.1 million , which includes $6.9 million of interest added to principal. In addition, approximately $12.2 million of lender controlled reserves, within restricted cash, are being held in connection with these loans that may be applied to reduce amounts owed. During the nine months ended September 30, 2015 , defaulted loan balances aggregating $25.4 million , which included $0.4 million of capitalized interest, were retired upon the disposition of 5 properties and the application of $3.6 million of lender reserves securing these defaulted loans. One of the properties disposed was surrendered to the lender pursuant to a consensual foreclosure and release of the debt. The remaining four properties were sold by the Company to third parties pursuant to an amendment to the loan agreement, which provided for a specified reduction in principal balance associated with the sale of those individual properties. Convertible Notes 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 . 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 of the common stock offered concurrently at the time the Convertible Notes were issued). Earlier conversion may be triggered if shares of the Corporation's common stock trades higher than the established thresholds, if the Convertible Notes trade below 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 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 September 30, 2015 and December 31, 2014 , the unamortized discount was $45.0 million and $51.5 million , respectively. 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. 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 of the 2019 Notes and 2021 Notes. As of September 30, 2015 and December 31, 2014 , the unamortized deferred financing costs relating to the Convertible Notes were $15.5 million and $17.8 million , respectively. Debt Extinguishment During the nine months ended September 30, 2015 , the Company extinguished a total of $378.6 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 5.64% and terminated the 2013 Credit Facility. As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $2.5 million . The gain was primarily attributable to the write-off of net debt premiums and the reduction of $17.5 million of debt using net sales proceeds of $14.0 million from the sale of four properties securing a portion of a defaulted CMBS note, partially offset by defeasance costs. Net proceeds raised from the concurrent registered offerings of Convertible Notes and common stock in May 2014 were partially used to retire the senior mortgage notes payable encumbering the Shopko properties with an aggregate principal balance of $488.7 million , redeem $18.0 million of net-lease mortgage notes that were not tendered in connection with the Exchange Offer and repay all amounts then drawn against the 2013 Credit Facility. During the nine months ended September 30, 2014 , the Company extinguished a total of $532.8 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.53% . As a result of these transactions, the Company recognized a loss on debt extinguishment during the nine months ended September 30, 2014 of approximately $64.5 million primarily from costs incurred related to the defeasance of the Shopko indebtedness. Debt Maturities As of September 30, 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): Scheduled Principal Balloon Payment Total Remainder of 2015 (1) $ 7,212 $ 80,127 $ 87,339 2016 28,012 273,059 301,071 2017 27,782 773,309 801,091 2018 42,115 244,537 286,652 2019 44,325 527,000 571,325 Thereafter 288,888 1,763,982 2,052,870 Total $ 438,334 $ 3,662,014 $ 4,100,348 (1) The balloon payment balance in 2015 includes $80.1 million , including $6.9 million of capitalized interest, for the acceleration of principal payable following an event of default under four separate non-recourse CMBS loans with stated maturities in 2015 and 2017 of $25.3 million and $54.8 million , respectively. Interest Expense The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Interest expense – Revolving Credit Facilities (1) $ 608 $ 538 $ 1,997 $ 2,358 Interest expense – mortgages and notes payable 45,460 44,858 140,731 149,231 Interest expense – Convertible Notes 6,127 6,098 18,382 8,970 Interest expense – other — — — 6 Non-cash interest expense: Amortization of deferred financing costs 1,920 1,787 5,893 4,084 Amortization of net losses related to interest rate swaps 27 32 81 98 Amortization of debt (premium)/discount, net 531 222 1,670 (821 ) Total interest expense $ 54,673 $ 53,535 $ 168,754 $ 163,926 (1) Includes interest expense associated with non-utilization fees of approximately $0.4 million for both the three months ended September 30, 2015 and 2014 and approximately $1.2 million and $0.9 million for the nine months ended September 30, 2015 and 2014 , respectively. |