Debt | Debt The Company's debt is summarized below: Weighted Average Effective (1) Weighted Average Stated Rates (2) Weighted Average Maturity (3) June 30, December 31, (in Years) (In Thousands) Revolving Credit Facilities NM — 2.7 $ — $ — Term Loan 3.61 % 1.80 % 2.3 370,000 325,000 Master Trust Notes 5.59 % 5.03 % 6.7 1,682,542 1,692,094 CMBS - fixed-rate 5.10 % 5.63 % 3.0 925,930 1,360,215 CMBS - variable-rate (4) 2.99 % — 0.0 — 61,758 Convertible Notes 5.32 % 3.28 % 3.8 747,500 747,500 Total debt 5.32 % 4.51 % 4.8 3,725,972 4,186,567 Debt discount, net (51,783 ) (52,203 ) Deferred financing costs, net (5) (37,848 ) (41,577 ) Total debt, net $ 3,636,341 $ 4,092,787 NM - The average outstanding principal balance of the Revolving Credit Facilities was not significant during the three months ended June 30, 2016 , resulting in an effective interest rate that was not meaningful. (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and credit facility fees, where applicable, calculated for the three months ended June 30, 2016 and based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2016 . (3) Represents the weighted average maturity based on the outstanding principal balance as of June 30, 2016 . (4) Variable-rate notes are predominantly hedged with interest rate swaps (see Note 5). (5) The Company records deferred financing costs for its 2015 Credit Facility in deferred costs and other assets, net on its consolidated balance sheets. 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) and 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. On April 27, 2016, the Company expanded the borrowing capacity under the 2015 Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The 2015 Credit Facility also 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. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guarantees to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At June 30, 2016 , there were no subsidiaries meeting this requirement. Borrowings bear interest at either a specified base rate or LIBOR plus an applicable margin, at the Operating Partnership's option. Per the amendment, the Operating Partnership’s election to change the grid pricing from leverage based to credit rating based pricing will initially require at least two credit ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, the 2015 Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% 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, in each case depending on the Corporation's credit rating. As of June 30, 2016 , the 2015 Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum. 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 material subsidiaries that meet certain conditions (as defined in the Credit Agreement). 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 and expanding the borrowing capacity, the Company incurred costs of $4.8 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the 2015 Credit Facility. As of June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs relating to the 2015 Credit Facility were $3.6 million and $3.2 million , respectively, and recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of June 30, 2016 , no borrowings were outstanding, $0.3 million of letters of credit were issued and $799.7 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 June 30, 2016 , 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 had access to a $40.0 million secured revolving line of credit, which expired on March 27, 2016. Term Loan On November 3, 2015, the Company entered into a Term Loan Agreement among the Operating Partnership, as borrower, the Company as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million , subject to obtaining additional lender commitments. During the fourth quarter of 2015, upon obtaining additional lender commitments, the Company increased the term facility from $325.0 million to $370.0 million . The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's option. In each case, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of June 30, 2016 , the Term Loan bore interest at LIBOR plus 1.35% based on the Company's credit rating. The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Borrowings may be repaid without premium or penalty, and may be reborrowed within 30 days up to the then available loan commitment and subject to occurrence limitations within any twelve month period. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Corporation and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor. As a result of entering into the Term Loan, the Company incurred origination costs of $2.3 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan. As of June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs relating to the Term Loan were $1.8 million and $2.1 million , respectively, and recorded net against the principal balance of the Term Loan on the accompanying consolidated balance sheets. As of June 30, 2016 , the Term Loan was fully drawn. The Operating Partnership's ability to borrow under the Term Loan is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. The Corporation has unconditionally guaranteed all obligations of the Operating Partnership under the Term Loan Agreement. As of June 30, 2016 , the Corporation and the Operating Partnership 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 of the Corporation. The Master Trust Notes are summarized below: Stated Rates (1) Maturity June 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 5.1 % 4.0 $ 59,556 $ 65,027 Series 2014-1 Class A2 5.4 % 4.1 253,300 253,300 Series 2014-2 5.8 % 4.7 228,004 229,674 Series 2014-3 5.7 % 5.7 312,051 312,276 Series 2014-4 Class A1 3.5 % 3.6 150,000 150,000 Series 2014-4 Class A2 4.6 % 13.6 360,000 360,000 Total Master Trust 2014 notes 5.1 % 7.0 1,362,911 1,370,277 Series 2013-1 Class A 3.9 % 2.5 125,000 125,000 Series 2013-2 Class A 5.3 % 7.5 194,631 196,817 Total Master Trust 2013 notes 4.7 % 5.5 319,631 321,817 Total Master Trust Notes 1,682,542 1,692,094 Debt discount, net (20,864 ) (22,909 ) Deferred financing costs, net (17,894 ) (19,345 ) Total Master Trust Notes, net $ 1,643,784 $ 1,649,840 (1) Represents the individual series stated interest rate as of June 30, 2016 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of June 30, 2016 . As of June 30, 2016 , the Master Trust 2014 notes were secured by 898 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 June 30, 2016 , the Master Trust 2013 notes were secured by 309 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation. CMBS As of June 30, 2016 , indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 102 fixed-rate non-recourse loans, excluding one loan in default, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates of the loans as of June 30, 2016 , excluding the defaulted loan, ranged from 3.90% to 6.62% with a weighted average stated interest rate of 5.45% . As of June 30, 2016 , these fixed-rate loans were secured by 232 properties. As of June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs associated with these fixed-rate loans were $5.1 million and $5.5 million , respectively, and recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets. The deferred financing costs are being amortized to interest expense over the term of the respective loans. As of June 30, 2016 , a borrower was in default under the loan agreement relating to one CMBS fixed-rate loan where the four properties securing the respective loan were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on this loan was 9.85% . The borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of June 30, 2016 , the aggregate principal balance under the defaulted loan was $36.5 million , which includes $7.9 million of interest added to principal. In addition, approximately $10.4 million of lender controlled restricted cash is being held in connection with this loan that may be applied to reduce amounts owed. 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). The conversion rate is subject to adjustment for certain anti-dilution events, including special distributions and regular quarterly cash dividends exceeding $0.16625 per share. 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 June 30, 2016 and December 31, 2015 , the unamortized discount was $38.1 million and $42.7 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 sheets, 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 note. As of June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs relating to the Convertible Notes were $13.1 million and $14.7 million , respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets. Debt Extinguishment During the six months ended June 30, 2016 , the Company extinguished a total of $495.2 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.28% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $8.7 million . The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon transferring the properties collateralizing these loans to the lender. During the six months ended June 30, 2015 , the Company extinguished a total of $336.8 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 $2.1 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 sale proceeds of $14.0 million from the sale of four properties securing a portion of a defaulted CMBS loan, partially offset by defeasance costs. Debt Maturities As of June 30, 2016 , scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2016 (1) $ 12,525 $ 42,892 $ 55,417 2017 26,903 499,563 526,466 2018 42,115 552,779 594,894 2019 44,325 452,000 496,325 2020 39,096 413,206 452,302 Thereafter 249,794 1,350,774 1,600,568 Total $ 414,758 $ 3,311,214 $ 3,725,972 (1) The balloon payment balance in 2016 includes $36.5 million , including $7.9 million of capitalized interest, for the acceleration of principal payable following an event of default under one non-recourse CMBS loan with a stated maturity in 2017 . 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 Six Months Ended 2016 2015 2016 2015 Interest expense – Revolving Credit Facilities (1) $ 895 $ 586 $ 1,352 $ 1,389 Interest expense – Term Loan 322 — 2,069 — Interest expense – mortgages and notes payable 38,817 46,863 80,547 95,271 Interest expense – Convertible Notes 6,128 6,128 12,255 12,255 Non-cash interest expense: Amortization of deferred financing costs 2,236 1,901 4,402 3,973 Amortization of net losses related to interest rate swaps 27 26 57 54 Amortization of debt (premium)/discount, net 747 663 1,507 1,139 Total interest expense $ 49,172 $ 56,167 $ 102,189 $ 114,081 (1) Includes facility fees of approximately $0.5 million and $0.4 million for the three months ended June 30, 2016 and 2015 , respectively, and approximately $1.0 million and $0.8 million for the six months ended June 30, 2016 and 2015 , respectively. |